2013 CONSOLIDATED FINANCIAL REPORT
	Page
MANAGEMENT’S DISCUSSION & ANALYSIS	10
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING	29
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
CONSOLIDATED BALANCE SHEETS	32
CONSOLIDATED STATEMENTS OF INCOME	33
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	34
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	35
CONSOLIDATED STATEMENTS OF CASH FLOWS	36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	38
INVESTOR INFORMATION	74

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS

Introduction

This Management’s Discussion and Analysis and related financial data are presented to assist in the understanding and evaluation of the financial condition and results of operations for Norwood Financial Corp (the Company) and its subsidiary Wayne Bank (the Bank) as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012, and 2011. This section should be read in conjunction with the consolidated financial statements and related footnotes.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words believes, anticipates, contemplates, expects, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in Federal and State laws, changes in interest rates, risks associated with the acquisition of North Penn Bancorp, Inc. (North Penn) the ability to control costs and expenses, demand for real estate, changes in regulatory environment and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

Note 2 to the Company’s consolidated financial statements (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the determination of other-than-temporary impairment on securities, the determination of goodwill impairment and the fair value of financial instruments. Please refer to the discussion of the allowance for loan losses calculation under “Non-performing Assets and Allowance for Loan Losses” in the “Financial Condition” section.

The deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes. Although realization is not assured, the Company believes it is more likely than not that all deferred tax assets will be realized.

In estimating other-than-temporary impairment losses on securities, the Company considers 1) the length of time and extent to which the fair value has been less than cost and 2) the financial condition of the issuer. The Company does not have the intent to sell these securities and it is more likely than not that it will not sell the securities before recovery of their cost basis. The Company believes that the unrealized losses at December 31, 2013 and 2012 represent temporary impairment of the securities.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

The fair value of financial instruments is based upon quoted market prices, when available.  For those instances where a quoted price is not available, fair values are based upon observable market based parameters as well as unobservable parameters.  Any such valuation is applied consistently over time.

In connection with the acquisition of North Penn Bancorp, Inc. (North Penn), we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition.  Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.

Results of Operations – Summary

  Net income for the Company for the year ended December 31, 2013 was $8,465,000 which was $62,000 higher than the $8,403,000 earned in 2012.  Basic and diluted earnings per share were $2.33 in 2013, equal to the 2012 levels after adjusting for the 10% stock dividend declared during the first quarter of 2013.  The return on average assets (ROA) for the year ended December 31, 2013 was 1.23% and the return on average equity (ROE) was 9.13% compared to an ROA of 1.23% and an ROE of 9.22% in the prior year.  The improvement in earnings over the prior year was the result of increased other income and a reduction in income tax expense which offset increased operating expenses.

Net interest income (fully taxable equivalent) totaled $25,857,000 which was a decrease of $149,000 compared to 2012.  Average loans outstanding increased $4.7 million in 2013 but a 26 basis point decrease in the yield earned resulted in a $1.0 million reduction in interest income.  The reduced yield was due to growth and repricing at current market rates.  Securities and interest-bearing deposits with banks grew $6.4 million in 2013, but lower interest rates also had a negative impact on total earnings as interest income decreased $208,000 in this area.  The mix of the funding base led to a reduction in interest expense as a $10.4 million decrease in certificates of deposit was offset by a $10.2 million increase in average demand balances.  As a result of the change in the mix and benefits derived from the downward repricing of deposits and borrowed funds, total interest expense was reduced by $1.1 million.  The resulting net interest margin decreased 10 basis points to 4.00% in 2013 as a 27 basis point reduction in the yield earned was only partially offset by a 21 basis point decrease in the cost of funds.

Loans receivable increased $26.4 million in 2013 due to growth in both commercial loans and residential mortgage loans.  Total commercial loans increased $9.3 million during the year, comprised of growth in dealer floor plan balances, municipal  financing and traditional commercial lending.  Residential mortgage loans grew $8.8 million after the sale of $4.0 million of long-term fixed rate loans to reduce exposure to rising interest rates.  All other retail loans grew $8.3 million during the year including increases in construction lending as well as both direct and indirect installment loans.  Total non-performing loans were reduced from $13.2 million and 2.77% of total loans at the end of 2012 to $9.5 million, or 1.90% of total loans on December 31, 2013.  Net charge-offs totaled $2,194,000 in 2013 which was a reduction from the $2,406,000 recorded in 2012.  Based on the level of charge-offs and non-performing loans, the Company determined that it would be appropriate to allocate $2.4 million to the allowance for loan losses to reserve for potential future losses and to maintain the ratio of the allowance for loan losses to total loans outstanding at 1.13% compared to 1.15% on December 31, 2012.
 

Other income totaled $5,615,000 in 2013 compared to $5,206,000 in the prior year, increasing $409,000 or 7.9%.  Net gains from the sales of residential mortgage loans and securities decreased $637,000 in the aggregate when compared to 2012 due to reduced opportunities for gains.  Earnings and proceeds received on bank owned life insurance policies increased $847,000 in 2013 while all other service charges and fees improved $199,000, or 6.6% over the 2012 total.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

Other expenses were $16,705,000 in 2013 compared to $16,081,000 for the similar period in 2012, an increase of $624,000, or 3.9%.  Salaries and benefits costs rose $44,000, or 0.5%, in 2013 as staffing levels were controlled or reduced through attrition.  Occupancy and equipment costs increased $141,000, or 7.1%, due to increases in utility costs, real estate taxes and building maintenance. Foreclosed real estate costs increased $350,000 in 2013 as several properties acquired through foreclosure resulted in write-downs or losses on sales as well as regular maintenance.  Income tax for the year totaled $2,706,000 which was a decrease of $330,000 from the prior year.  The effective tax rate in 2013 was 24.2% compared to 26.5% in 2012 due primarily to the increase in earnings and proceeds received on bank owned life insurance policies.

The following table sets forth changes in net income (in thousands):

Net income 2012	$	8,403
Net interest income		(103	)
Provision for loan losses		50
Net gains on sales of loans and securities		(637	)
Earnings and proceeds on bank owned life insurance		847
Other income		199
Salaries and employee benefits		(44	)
Occupancy, furniture and equipment		(141	)
Foreclosed real estate owned		(350	)
Other expenses		(89	)
Income tax expense		330
Net income for 2013	$	8,465

Net income for the Company for the year ended December 31, 2012 totaled $8,403,000 which represented an increase of $1,047,000, or 14.2%, over the $7,356,000 earned in 2011.  The resulting basic and diluted earnings per share were $2.33 in 2012, increasing from $2.17 in 2011 after adjusting for the 10% stock dividend declared in the first quarter of 2013.  The return on average assets (ROA) for the year ended December 31, 2012 was 1.23% with a return on average equity (ROE) of 9.22% compared to an ROA of 1.18% and an ROE of  9.26% in the prior year.  The improved earnings were attributable to an increase in net interest income and securities gains which offset higher loan loss provisions and increased operating expenses.

Net interest income on a fully taxable equivalent basis (fte) totaled $26,006,000 in 2012, which was $2,242,000, or 9.4%, higher than the $23,764,000 reported in 2011.  The improved earnings can be attributed to a $52.0 million increase in average earning assets which exceeded the $38.5 million increase in average interest-bearing liabilities, and the five basis points increase in the spread earned.  Effective asset/liability management strategies also contributed to the improved earnings as a fourteen basis point decrease in the yield earned was offset by a nineteen basis point reduction in the cost of funds.

Average loans outstanding increased $63.8 million in 2012 which partially reflects growth related to the acquisition of North Penn in 2011.  Average commercial loans increased $52.2 million due primarily to $45.2 million of growth in commercial real estate loans.  Retail loans grew $11.7 million during the year due to a $13.2 million increase in residential mortgage loans.  The growth in residential mortgage loans is after the sale of $7.0 million of long-term fixed-rate loans which were sold to reduce the risk of rising interest rates.  Growth and reinvestment at current market rates resulted in reduced yield on average loans, but loan growth generated a

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

$2,251,000 increase in interest income in spite of a 29 basis point reduction in the yield earned.  Income from the securities portfolio decreased $520,000 as lower yields were earned on new investments in comparison to portfolio runoff.  During 2012, the yield on securities available for sale decreased 27 basis points.   Average interest bearing liabilities grew $38.5 million in 2012 due to growth in deposits.  Average interest bearing deposits increased $51.5 million, but a 15 basis point reduction in the average rate paid resulted in a $191,000 decrease in the cost of these funds.  Average borrowings declined $13.0 million during the year as the Company continued to pay down long-term debt.  The reduced balances and the reduction in the cost of borrowings resulted in a $341,000 savings in interest expense.

Other income for the year ended 2012 totaled $5,206,000 which was $471,000 higher than the $4,735,000 reported in the prior year.  Gains on the sales of investment securities totaled $1,419,000 on sales of $40.9 million in 2012 compared to net gains of $973,000 on sales of $31.2 million in 2011, as the continued low rate environment provided opportunities to reposition the portfolio.  The 2012 period also includes $211,000 of gains and servicing rights on the sale of $7.0 million residential mortgage loans to reduce the Company’s exposure to rising interest rates.  Earnings on bank-owned life insurance policies increased $76,000 compared to the prior year due to policies acquired in the North Penn transaction and a $3.0 million policy purchased in 2012.

For the year ended December 31, 2012, other expenses totaled $16,081,000 compared to $15,813,000 for the similar period of 2011, an increase of $268,000, or 1.7%.  The higher level of costs includes increases of $555,000 in salaries and benefit costs, and a $158,000 increase in occupancy and equipment costs.  These increases reflect the full-year effect of the additional offices and staff acquired from North Penn.  Professional fees decreased $472,000 compared to 2011 due primarily to merger related costs incurred in the prior period, while foreclosed real estate expenses declined $361,000.  Income tax expense for the year of 2012 totaled $3,036,000 for an effective tax rate of 26.5% compared to $2,579,000 and 26.0% in 2011 due to a $1.5 million increase in pre-tax income.

The following table sets forth changes in net income (in thousands):

Net income 2011	$	7,356
Net interest income		2,176
Provision for loan losses		(875	)
Net gains on sale of securities		446
Other income		25
Salaries and employee benefits		(555	)
Occupancy, furniture and equipment		(158	)
Foreclosed real estate owned		361
Professional fees		472
Other expenses		(388	)
Income tax expense		(457	)
Net income for 2012	$	8,403

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

FINANCIAL CONDITION

Total Assets

Total assets as of December 31, 2013, were $711.2 million compared to $672.3 million as of year-end 2012, an increase of $38.9 million. Loans outstanding increased $26.4 million and total securities increased $12.9 million.

Loans Receivable

As of December 31, 2013, loans receivable totaled $503.1 million compared to $476.7 million as of year-end 2012, an increase of $26.4 million.  Commercial loans provided $9.3 million, or 35.2% of the growth, while retail loans provided $17.1 million, or 64.8% of the total growth.

Residential real estate loans, which includes home equity lending, totaled $158.8 million as of December 31, 2013, compared to $150.0 million as of year-end 2012, an increase of $8.8 million.   Residential mortgage refinancing activity continued in 2013 as customers took advantage of the low interest rate environment. The Company does not originate any non-traditional mortgage products such as interest-only loans or option adjustable rate mortgages and has no sub-prime mortgage exposure.  The Company evaluates sales of its long-term, fixed-rate residential loan production for interest rate risk management, with $4.0 million of long-term, fixed-rate loans sold into the secondary market during 2013.  In the current low interest rate environment, the Company expects to continue selling mortgage loans in 2014. The Company experienced a slow down and net decrease in home equity lending in 2013 as consumers paid off home equity loans with proceeds from mortgage refinancing. The slow down in home equity lending is also indicative of lower real estate values.

Commercial loans consist principally of loans made to small businesses within the Company’s market and are usually secured by real estate or other assets of the borrower. Commercial real estate loans totaled $273.1 million as of December 31, 2013, decreasing from $274.5 million as of December 31, 2012.  The terms for commercial real estate loans are typically 15 to 20 years, with adjustable rates based on a spread to the prime rate or fixed for the initial three to five year period then adjusting to a spread to the prime rate. The majority of the Company’s commercial real estate portfolio is owner occupied and includes the personal guarantees of the principals. Commercial loans consisting principally of lines of credit and term loans secured by equipment or other assets increased $10.6 million to $35.7 million as of December 31, 2013 due to growth in dealer floor plan balances and municipal financing.

The Company’s indirect lending portfolio (included in consumer loans to individuals) increased  $1.6 million to $10.1 million as of December 31, 2013.  The Company has de-emphasized indirect  automobile lending and as a result of the soft economy has also experienced a general slow down in other indirect financing.

Allowance for Loan Losses and Non-Performing Assets

The allowance for loan losses totaled $5,708,000 as of December 31, 2013 and represented 1.13% of total loans receivable compared to $5,502,000 and 1.15% of total loans as of year-end 2012. Net charge-offs for 2013 totaled $2,194,000 and represented 0.45% of average loans compared to $2,406,000 and 0.50% of average loans in 2012.

Non-performing assets consist of non-performing loans and real estate owned as a result of foreclosure, which is held for sale. Loans are placed on non-accrual status when management believes that a borrower’s financial condition is such that collection of interest is doubtful. Commercial and real estate related loans are generally placed on non-accrual when interest is 90 days delinquent. When loans are placed on non-accrual, accrued interest is reversed from current earnings.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

As of December 31, 2013, non-performing loans totaled $9,547,000 and represented 1.90% of total loans compared to $13,200,000 or 2.77% as of December 31, 2012.  The decrease in the level of non-performing loans is due to write-downs on properties carried as non-performing as well as the return to accrual status for several credits that had shown an ability to make scheduled payments.  Based on the level of non-performing loans, a soft real estate market and a slow economy, the Company added $2,400,000 to the allowance for loan losses for the year ended December 31, 2013 compared to $2,450,000 in 2012.

Foreclosed real estate owned totaled $1,009,000 as of December 31, 2013 and $852,000 as of December 31, 2012. The increase is due to the addition of four retail properties with a carrying value of $655,000 as of December 31, 2013.  During 2013, six properties with a carrying value of $529,000 were disposed of through sales.

The Company’s loan review process assesses the adequacy of the allowance for loan losses on a quarterly basis. The process includes a review of the risks inherent in the loan portfolio. It includes an analysis of impaired loans and a historical review of losses. Other factors considered in the analysis include: concentrations of credit in specific industries in the commercial portfolio; the local and regional economic condition; trends in delinquencies, internal risk rating classifications, large dollar loans of over $2 million and growth in the portfolio.  For loans acquired, including those that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value.  Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts.

The Company has limited exposure to higher-risk loans. There are no option ARM products, interest only loans, sub-prime loans or loans with initial teaser rates in its residential real estate portfolio.  The Company has $11.0 million of junior lien home equity loans. For 2013, net charge-offs for this portfolio totaled $48,000.

As of December 31, 2013, the Company considered its concentration of credit risk profile to be acceptable. The three highest concentrations are in the hospitality lodging industry, property owners associations and automobile dealers.

Due to continuing weak economic conditions the Company has seen an increase in its adversely classified loans. The Company assesses a loss factor against the classified loans, which is based on prior experience. Classified loans which are considered impaired are measured on a loan by loan basis. The Company values such loans by either the present value of expected cash flows, the loan’s obtainable market price or the fair value of collateral if the loan is collateral dependent.

At December 31, 2013, the recorded investment in impaired loans, not requiring an allowance for loan losses was $10,886,000 (net of charge-offs against the allowance for loan losses of $3,714,000) and those impaired loans requiring an allowance totaled $1,723,000. The recorded investment in impaired loans not requiring an allowance for loan losses was $11,074,000 (net of $1,656,000) and $551,000 (net of $710,000) for impaired loans requiring an allowance for loan losses as of December 31, 2012.

As a result of its analysis, after applying these factors, management considers the allowance as of December 31, 2013, adequate. However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, that might be incurred in the future.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

The following table sets forth information with respect to the Company’s allowance for loan losses at the dates indicated:

	Year-ended December 31,
	(dollars in thousands)
	2013			2012			2011			2010			2009
Allowance balance at beginning of period	$	5,502		$	5,458		$	5,616		$	5,453		$	4,233
Charge-offs:
Commercial		(4	)		(24	)		(2	)		(85	)		(17	)
Real Estate		(2,131	)		(2,354	)		(1,735	)		(699	)		(358	)
Consumer		(90	)		(59	)		(109	)		(82	)		(139	)
Total		(2,225	)		(2,437	)		(1,846	)		(866	)		(514	)
Recoveries:
Commercial		—			—			5			—			11
Real Estate		9			7			51			2			4
Consumer		22			24			57			27			34
Total		31			31			113			29			49
Provision expense		2,400			2,450			1,575			1,000			1,685
Allowance balance at end of period	$	5,708		$	5,502		$	5,458		$	5,616		$	5,453
Allowance for loan losses as a percent
of total loans outstanding		1.13	%		1.15	%		1.19	%		1.57	%		1.50	%
Net loans charged off as a percent of
average loans outstanding		0.45	%		0.50	%		0.42	%		0.24	%		0.13	%
Allowance coverage of non-performing loans		0.6	x		0.4	x		0.7	x		1.4	x		1.1	%

The following table sets forth information regarding non-performing assets.

	December 31,
	(dollars in thousands)
	2013			2012			2011			2010			2009
Non-accrual loans:
Commercial	$	—		$	328		$	404		$	513		$	—
Real estate		9,547			12,872			7,411			3,527			4,916
Total		9,547			13,200			7,815			4,040			4,916
Accruing loans which are contractually
past due 90 days or more		—			—			—			39			99
Total non-performing loans		9,547			13,200			7,815			4,079			5,015
Foreclosed real estate		1,009			852			2,910			748			392
Total non-performing assets	$	10,556		$	14,052		$	10,725		$	4,827		$	5,407
Non-performing loans to total loans		1.90	%		2.77	%		1.71	%		1.14	%		1.38	%
Non-performing loans to total assets		1.34	%		1.96	%		1.17	%		0.76	%		0.95	%
Non-performing assets to total assets		1.48	%		2.09	%		1.60	%		0.90	%		1.02	%

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

Securities

The securities portfolio consists of issues of United States Government agencies, including mortgage-backed securities, municipal obligations, and corporate debt. The Company classifies its investments into two categories: held to maturity (HTM) and available for sale (AFS). The Company does not have trading securities. Securities classified as HTM are those in which the Company has the ability and the intent to hold the security until contractual maturity. As of December 31, 2013, the HTM portfolio totaled $174,000 and consisted of one municipal obligation. Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management. These securities are adjusted to and carried at their fair value with any unrealized gains or losses recorded net of deferred income taxes, as an adjustment to capital and reported in the equity section of the Consolidated Balance Sheet as other comprehensive income. As of December 31, 2013, $158.1 million of securities were so classified and carried at their fair value, with unrealized losses, net of tax, of $2,602,000 included in accumulated other comprehensive income as a component of stockholders’ equity.

As of December 31, 2013, the average life of the portfolio was 5.4 years. The Company has maintained a relatively short average life in the portfolio in order to generate cash flow to support loan growth and maintain liquidity levels.  During 2013, the majority of cash flow generated from the proceeds of called U.S. agency securities and security sales were reinvested in tax-free municipal bonds and mortgage-backed securities to generate a cash flow ladder of available liquidity.  Purchases for the year totaled $84.6 million, while maturities and cash flow totaled $21.1 million and proceeds from sales were $42.3 million. The purchases were funded principally by cash flow generated from the portfolio and excess overnight liquidity.

The carrying value of the securities portfolio at December 31 is as follows:

	2013				2012
	(dollars in thousands)
	Carrying		% of		Carrying		% of
	Value		portfolio		Value		portfolio
U.S. Government agencies	$	33,413	21.1	%	$	13,092	9.0	%
States and political subdivisions		59,204	37.4	%		58,959	40.5	%
Corporate obligations		3,711	2.3	%		8,868	6.1	%
Mortgage-backed securities – government sponsored entities		61,650	39.0	%		64,325	44.2	%
Equity securities – financial services		328	0.2	%		319	0.2	%
Total	$	158,306	100.0	%	$	145,563	100.0	%

The portfolio had no adjustable-rate instruments as of December 31, 2013 compared to $977,000 at year end 2012. The portfolio contained no private label mortgage backed securities, collateralized debt obligations (CDOs), trust preferred securities, and no off-balance sheet derivatives were in use. The U.S. Government agency portfolio consists of both callable and non-callable notes with an average maturity of 5.5 years.   As of December 31, 2013, the portfolio included $2.0 million of step-up bonds.  The mortgage backed securities includes pass-through bonds and collateralized mortgage obligations (CMO’s) with Fannie Mae, Freddie Mac and Government National Mortgage Association (GNMA).

The Company evaluates the securities in its portfolio for other-than-temporary-impairment (OTTI) as fair value declines below cost. In estimating OTTI management considers (1) the length of time and the extent of the decline in fair value and (2) the financial condition and near-term prospects of the issuer. As of December 31, 2013, the Company held 140 investment securities which had a combined unrealized loss of $4.8 million. Management believes that these losses are principally due to changes in interest rates and represent temporary

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

impairment as the Company does not have the intent to sell these securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis. The Company holds a small portfolio of equity securities of other financial institutions the value of which has been impacted by weakened conditions of the financial market.  As of December 31, 2013, the Company held one equity security which had an unrealized loss of $15,000.  No impairment charges have been recognized in 2013, 2012 and 2011.

Fair Value of Financial Instruments

The Company uses fair value measurements to record fair value adjustments to certain financial instruments and determine fair value disclosures (see Note 14 of Notes to the Consolidated Financial Statements).

Approximately $158.1 million, which represents 22.2% of total assets at December 31, 2013, consisted of financial instruments recorded at fair value on a recurring basis. This amount consists entirely of the Company’s available for sale securities portfolio. The Company uses valuation methodologies involving market-based or market derived information, collectively Level 1 and 2 measurements, to measure fair value. There were no transfers into or out of Level 3 for any instruments for the years ending December 31, 2013 and 2012.

The Company utilizes a third party provider to perform valuations of the investments. Methods used to perform the valuations include: pricing models that vary based on asset class, available trade and bid information, actual transacted prices, and proprietary models for valuations of state and municipal obligations. In addition, the Company has a sample of fixed-income securities valued by another independent source. The Company does not adjust values received from its providers, unless it is evident that fair value measurement is not consistent with the Company’s policies.

The Company also utilizes a third party provider to provide the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation. The fair value of mortgage servicing rights as of December 31, 2013 and 2012 was $289,000 and $243,000, respectively.

Deposits

The Company, through the sixteen branches of the Bank, provides a full range of deposit products to its retail and business customers. These products include interest-bearing and non-interest bearing transaction accounts, statement savings and money market accounts. Time deposits consist of certificates of deposit (CDs) with terms of up to five years and include Individual Retirement Accounts. The Bank participates in the Jumbo CD ($100,000 and over) markets with local municipalities and school districts, which are typically awarded on a competitive bid basis. The Company has no brokered deposits nor does it participate in the Certificate of Deposit Account Registry Service (CDARS).

Total deposits as of December 31, 2013, totaled $541.2 million, increasing $16.8 million from $524.4 million as of year-end 2012. The increase included a $10.6 million increase in non-interest bearing demand balances and a $6.2 million increase in interest bearing deposits due primarily to $5.6 million of growth in money market deposit balances.

Time deposits over $100,000, which consist principally of school district funds, other public funds and short-term deposits from large commercial customers with maturities generally less than one year, totaled $79.6 million as of December 31, 2013, compared to $71.3 million at year-end 2012.  These deposits are subject to competitive bid and the Company bases its bid on current interest rates, loan demand, investment portfolio structure and the relative cost of other funding sources.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

As of December 31, 2013, non-interest bearing demand deposits totaled $92.7 million compared to $82.1 million at year-end 2012. Cash management accounts in the form of securities sold under agreements to repurchase included in short-term borrowings, totaled $36.5 million at year end 2013 compared to $28.7 million as of December 31, 2012. These balances represent commercial and municipal customers’ funds invested in overnight securities. The Company considers these accounts as a source of core funding.

Market Risk

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO). The principal objective of the ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy. Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

Net interest income, which is the primary source of the Company’s earnings, is impacted by changes in interest rates and the relationship of different interest rates. To manage the impact of the rate changes, the balance sheet should be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals.  The Company uses net interest simulation to assist in interest rate risk management. The process includes simulating various interest rate environments and their impact on net interest income. As of December 31, 2013, the level of net interest income at risk in a 200 basis points increase was within the Company’s policy limit of a decline less than 8% of net interest income.  Due to the inability to reduce many deposit rates by the full 200 basis points, the Company’s net interest income at risk (8.7%) was outside the policy limit in a 200 basis point declining scenario.  The Company feels that the risk is both minimal and acceptable.

Imbalances in repricing opportunities at a given point in time reflect interest-sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities. These are static gap measurements that do not take into account any future activity, and as such are principally used as early indicators of potential interest rate exposures over specific intervals.

At December 31, 2013, the Bank had a positive 90-day interest sensitivity gap of $51.9­ million or 7.3% of total assets.  A positive gap indicates that the balance sheet has a higher level of rate-sensitive assets (RSA) than rate-sensitive liabilities (RSL) at the specific time interval. This would indicate that in an increasing rate environment, the yield on interest-earning assets would increase faster than the cost of interest-bearing liabilities in the 90 day time frame. The level of RSA and RSL for an interval is managed by ALCO strategies, including adjusting the average life of the investment portfolio through purchase and sales, pricing of deposit liabilities to attract long or short term time deposits, utilizing borrowings to fund loan growth, loan pricing to encourage variable rate products and evaluation of loan sales of long term fixed rate mortgages.

The Company analyzes and measures the time periods in which RSA and RSL will mature or reprice in accordance with their contractual terms and assumptions. Management believes that the assumptions used are reasonable. The interest rate sensitivity of assets and liabilities could vary substantially if differing assumptions were used or if actual experience differs from the assumptions used in the analysis. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Interest rates may change at different rates changing the shape of the yield curve. The level of rates on the investment securities may also be affected by the spread relationship between different investments.  Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed. Finally, the ability of borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase. It should be noted that the operating results of the Company are not subject to foreign currency exchange or commodity price risk.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

The following table displays interest-sensitivity as of December 31, 2013 (in thousands):

	3 Months			3-12						Over
	Or Less			Months			1-3 Years			3 Years			Total
Federal funds sold and
interest-bearing deposits	$	335		$	—		$	—		$	—		$	335
Securities		8,003			21,769			43,462			85,072			158,306
Loans Receivable		134,401			121,046			128,567			119,083			503,097
Total Rate Sensitive Assets (RSA)	$	142,739		$	142,815		$	172,029		$	204,155		$	661,738
Non-maturity interest-bearing deposits	$	38,010		$	43,165		$	114,680		$	41,214		$	237,069
Time Deposits		31,141			74,352			79,995			25,941			211,429
Borrowings		21,718			13,412			25,961			12,584			73,675
Total Rate Sensitive Liabilities (RSL)	$	90,869		$	130,929		$	220,636		$	79,739		$	522,173
Interest sensitivity gap	$	51,870		$	11,886		$	(48,607	)	$	124,416		$	139,565
Cumulative gap		51,870			63,756			15,149			139,565
RSA/RSL-cumulative		157.1	%		128.7	%		103.4	%		126.7	%
As of December 31, 2012
Interest sensitivity gap	$	54,309		$	8,226		$	(19,404	)	$	87,036		$	130,167
Cumulative gap		54,309			62,535			43,131			130,167
RSA/RSL-cumulative		173.6	%		130.7	%		110.4	%		126.4	%

Certain interest-bearing deposits with no stated maturity dates are included in the interest-sensitivity table above.  The balances allocated to the respective time periods represent an estimate of the total outstanding balance that has the potential to migrate either through withdrawal or transfer to time deposits, thereby impacting the interest-sensitivity position of the Company.  The estimates were derived from industry-wide statistical information and do not represent historic results.

Liquidity

Liquidity is the ability to fund customers’ borrowing needs and their deposit withdrawal requests while supporting asset growth. The Company’s primary sources of liquidity include deposit generation, asset maturities, cash flow from payments on loans and securities and access to borrowing from the Federal Home Loan Bank and other correspondent banks.

As of December 31, 2013, the Company had cash and cash equivalents of $7.9 million in the form of cash, due from banks, balances with the Federal Reserve Bank, and short-term deposits with other institutions. In addition, the Company had total securities available for sale of $158.1 million, which could be used for liquidity needs. This totals $166.0 million and represents 23.3% of total assets compared to $157.7 million and 23.5% of total assets as of December 31, 2012. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of December 31, 2013. Based upon these measures, the Company believes its liquidity position is adequate.

The Company maintains established lines of credit with the Federal Home Loan Bank of Pittsburgh (FHLB), the Atlantic Community Bankers Bank (ACBB) and other correspondent banks, which support liquidity needs. The total available under all the lines was $43.0 million, with $13.4 million outstanding at December 31, 2013 and $0 at December 31, 2012. The maximum borrowing capacity from FHLB was $288.6 million. As of December 31, 2013, the Company had $23.8 million in term borrowings from the FHLB, compared to $22.5 million at December 31, 2012.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

Off-Balance Sheet Arrangements

The Company’s financial statements do not reflect various commitments that are made in the normal course of business, which may involve some liquidity risk. These commitments consist mainly of unfunded loans and letters of credit made under the same standards as on-balance sheet instruments. Unused commitments, as of December 31, 2013 totaled $71.1 million. They consisted of $22.8 million of commitments for residential and commercial real estate, construction and land developments loans, $17.6 million in unused home equity lines of credit, $5.7 million in performance and standby letters of credit and $25.0 million in other unused commitments, principally commercial lines of credit. Because these instruments have fixed maturity dates and many of them will expire without being drawn upon, they do not represent any significant liquidity risk.

Management believes that any amounts actually drawn upon can be funded in the normal course of operations. The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources.

The following table represents the aggregate of on and off-balance sheet contractual obligations to make future payments (in thousands):

Contractual Obligations

	December 31, 2013
	Total		Less than 1 year		1-3 years		4-5 years		Over 5 years
Time deposits	$	211,429	$	105,493	$	79,995	$	25,941	$	—
Long-term debt		23,761		—		7,301		16,460		—
Operating leases		2,975		317		554		384		1,720
	$	238,165	$	105,810	$	87,850	$	42,785	$	1,720

RESULTS OF OPERATIONS

Net Interest Income

Net interest income is the most significant source of revenue for the Company and represented 72.8% of total revenue for the year ended December 31, 2013.  Net interest income (fte) totaled $25,857,000 for the year ended December 31, 2013 compared to $26,006,000 for 2012, a decrease of $149,000 or 0.6%.  The resulting fte net interest spread and net interest margin were 3.85% and 4.00% respectively in 2013 compared to 3.91% and 4.10%, respectively in 2012.

Interest income (fte) for the year ended December 31, 2013 totaled $29,455,000 compared to $30,656,000 in 2012.  The fte yield on average earning assets was 4.56%, decreasing 27 basis points from the 4.83% reported last year.  The continued low interest rate environment impacted the yield earned as new growth was added at historically low rates.  This most notably affected  taxable securities which earned 1.79% in 2013 compared to 2.17% in 2012 as cash flow from the portfolio was reinvested at the lower rates.  Loan yields were also impacted by growth at lower than historical rates and earned 5.12% in 2013 compared to 5.38% in the prior year.  The reduced yield was partially offset by an $11.1 million increase in average earning assets, resulting in the $1,201,000 decrease in interest income (fte).

Interest expense was $3,598,000 in 2013 which resulted in an average cost of interest bearing liabilities of 0 .71% compared to total interest expense of $4,650,000 in 2012 with an average cost of 0.92%.  The continued low rate environment also impacted rates paid on deposits as the Company reduced rates paid on money market, savings and time accounts to market levels.  Total interest bearing deposits cost 0.63% in 2013 which was 17

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

basis points lower than the 0.80% cost in the prior year due primarily to a 24 basis point reduction in time deposits as certificates repriced to current market rates upon maturity and new growth was added at the reduced levels.  Long term borrowings also repriced downward in 2013 as higher priced borrowings matured and were replaced by lower costing advances.

 Net interest income (fte) totaled $26,006,000 for the year ended December 31, 2012 compared to $23,764,000 for 2011, an increase of $2,242,000 or 9.4%.  The resulting fte net interest spread and net interest margin were 3.91% and 4.10% respectively in 2012 compared to 3.86% and 4.08%, respectively in 2011.

Interest income (fte) for the year ended December 31, 2012 totaled $30,656,000 compared to $28,946,000 in 2011.  The fte yield on average earning assets was 4.83%, decreasing 14 basis points from the 4.97% reported in the prior year.  The continued low interest rate environment impacted the yield earned as new growth was added at historically low rates.  This most notably affected taxable securities which earned 2.17% in 2012 compared to 2.61% in 2011 as cash flow from the portfolio was reinvested at the lower rates.  Loan yields were also impacted by growth at lower than historical rates and were 5.38% in 2012 compared to 5.67% in the prior year.  The reduced yield was offset by a $52.0 million increase in average earning assets, resulting in the $1,710,000 increase in interest income (fte).

 Interest expense was $4,650,000 in 2012 which resulted in an average cost of interest bearing liabilities of 0.92% compared to total interest expenses of $5,182,000 in 2011 with an average cost of 1.11%.  The continued low rate environment also impacted rates paid on deposits as the Company reduced rates paid on money market, time and cash management accounts to market levels.  Total interest bearing deposits cost 0.80% in 2012 which was 15 basis points lower than the 0.95% cost in the prior year due primarily to a 21 basis point reduction in time deposits as certificates repriced to current market rates upon maturity and new growth was added at the reduced levels.  Short term borrowings (including cash management accounts) and long term debt also repriced downward in 2012.

Other Income

 Other income totaled $5,615,000 for the year ended December 31, 2013 compared to $5,206,000 in 2012, an increase of $409,000, or 7.9%.  Gains from the sales of loans and securities decreased $637,000 from the prior year due to reduced activity in this area, but earnings and proceeds from bank-owned life insurance policies increased $847,000 to offset the decrease.  The improvement in bank-owned life insurance income is due to a full year benefit from a $3.0 million purchase late in 2012 as well as $770,000 of proceeds resulting from a death benefit on a policy.  All other non-interest income improved $199,000, or 6.6%, over 2012.

 Other income totaled $5,206,000 for the year ended December 31, 2012 compared to $4,735,000 in 2011, an increase of $471,000 or 10.0%.  Net gains on the sales of securities provided $446,000 of the increase as the Company took advantage of opportunities in the credit markets to reposition the portfolio.  Earnings on bank owned life insurance policies increased $76,000 due to policies acquired from North Penn and a new purchase late in 2012.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

Other Income (dollars in thousands)

For the year ended December 31

	2013		2012		2011
Service charges on deposit accounts	$	187	$	148	$	159
ATM Fees		196		190		236
NSF Fees		905		922		996
Safe deposit box rental		63		58		57
Loan related service fees		484		431		386
Debit card		635		565		474
Fiduciary activities		379		355		409
Commissions on mutual funds & annuities		187		191		140
Gain on sales of mortgage loans and servicing rights		112		211		271
Earnings on and proceeds from bank-owned life insurance		1,386		539		463
Other income		200		177		171
		4,734		3,787		3,762
Net realized gains on sales of securities		881		1,419		973
Total	$	5,615	$	5,206	$	4,735

Other Expenses

 Other expenses totaled $16,705,000 for the year ended December 31, 2013 compared to $16,081,000 in the prior year.  The $624,000 increase in costs includes a $350,000 increase in expenses related to foreclosed real estate and a $166,000 increase in other expenses related to problem credits.  Salaries and benefits costs increased $44,000, or 0.5%, in 2013 while occupancy and equipment costs increased $141,000, or 7.1%.  All other operating expenses increased $17,000, net.  The Company’s efficiency ratio, which measures total other expenses as a percentage of net interest income (fte) plus other income, was 53.1% in 2013 compared to 51.5% in 2012.

 Other expenses totaled $16,081,000 for the year ended December 31, 2012 compared to $15,813,000 in 2011.  The $268,000, or 1.7%, increase in costs in 2012 includes over $700,000 of operating expenses related to the five new offices acquired in the North Penn transaction. These increases were offset by the reduction of approximately $800,000 of merger related costs incurred in 2011 and a $361,000 reduction in costs connected with foreclosed real estate properties.  The Company’s efficiency ratio was 51.5% in 2012 compared to 55.5% in 2011, reflecting the costs related to the acquisition of North Penn in 2011.

Income Taxes

 Income tax expense for the year ended December 31, 2013 totaled $2,706,000 which resulted in an effective tax rate of 24.2% compared to $3,036,000 and 26.5% for 2012.  The reduced rate reflects an increase in tax-exempt income received from earnings and proceeds on bank-owned life insurance policies.

 Income tax expense for the year ended December 31, 2012 was $3,036,000 for an effective tax rate of 26.5% compared to an expense of $2,579,000 and an effective tax rate of 26.0% in 2011.  The increased effective rate reflects the $1.5 million improvement in income before taxes which is calculated at the statutory 34% rate.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CAPITAL AND DIVIDENDS

Total stockholders’ equity as of December 31, 2013, was $91.9 million, compared to $92.4 million as of year-end 2012.  The decrease was due primarily to accumulated other comprehensive income which decreased $5,399,000 in 2013 due to the impact of rising interest rates on fixed rate securities.  Retention of earnings added $4,249,000 after cash dividends declared of $4,216,000.  As of  December 31, 2013 the Company had a leverage capital ratio of 12.09%, Tier 1 risk-based capital ratio of 16.53% and total risk-based capital ratio of 17.66% compared to, 11.77%, 16.37% and 17.51%, respectively, at December 31, 2012.

The Company’s stock is traded on the Nasdaq Global Market under the symbol, NWFL. As of December 31, 2013, there were approximately 1,600 shareholders based on transfer agent mailings.

The following table sets forth the price range and cash dividends declared per share regarding common stock for the period indicated, after adjusting for the 10% stock dividend declared in the first quarter of 2013:

	Closing Price Range				Cash dividends
	High		Low		Declared per share
Year 2013
First Quarter	$	28.18	$	26.88	$	.28
Second Quarter		31.27		28.05		.29
Third Quarter		29.72		28.28		.29
Fourth Quarter		29.34		26.57		.30
Year 2012
First Quarter	$	25.45	$	23.18	$	.27
Second Quarter		25.91		23.58		.27
Third Quarter		27.45		24.32		.27
Fourth Quarter		29.01		26.82		.28

The book value of the common stock was $25.43 per share as of December 31, 2013 compared to $25.49 as of December 31, 2012.  As of year-end 2013, the stock price was $26.90 per share, compared to $27.05 as of December 31, 2012.  All per share information was adjusted for the 10% stock dividend declared in 2013.

NON-GAAP FINANCIAL MEASURES

This annual report contains or references tax-equivalent interest income and net interest income, which are non-GAAP financial measures. Tax-equivalent interest income and net interest income are derived from GAAP interest income and net interest income using an assumed tax rate of 34%. We believe the presentation of interest income and net interest income on a tax-equivalent basis ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Tax-equivalent net interest income is reconciled to GAAP net interest income on page 27. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

STOCK PERFORMANCE GRAPH

Set forth below is a stock performance graph comparing the cumulative total shareholder return on the Common Stock with (a) the cumulative total stockholder return on stocks included in the Nasdaq Stock Market index and (b) the cumulative total stockholder return on stocks included in the Nasdaq Bank index, as prepared by Zack’s Investment Research, Inc. using data from the Center for Research in Securities Prices (CRSP) at the University of Chicago. All three investment comparisons assume the investment of $100 at the market close on December 31, 2008 and the reinvestment of dividends paid. The graph provides comparison at December 31, 2008 and each fiscal year through December 31, 2013.

There can be no assurance that the Company’s future stock performance will be the same or similar to the historical performance shown in the above graph. The Company neither makes nor endorses any predictions as to stock performance.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NORWOOD FINANCIAL CORP

SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

(Dollars in thousands, except per share amounts)

2013	December 31			September 30			June 30			March 31
Interest income		$	7,000		$	7,146		$	7,056		$	7,057
Interest expense			855			876			912			956
Net interest income			6,145			6,270			6,144			6,101
Provision for loan losses			400			400			800			800
Other income			1,019			1,018			958			1,739
Net realized gains on sales of securities			291			198			254			138
Other expense			4,098			4,173			4,133			4,301
Income before income taxes			2,957			2,913			2,423			2,877
Income tax expense			776			777			584			569
NET INCOME		$	2,181		$	2,136		$	1,839		$	2,308
Basic earnings per share		$	.60		$	.59		$	.51		$	.63
Diluted earnings per share		$	.60		$	.59		$	.51		$	.63
2012
	December 31			September 30			June 30			March 31
Interest income		$	7,157		$	7,409		$	7,445		$	7,403
Interest expense			1,078			1,157			1,198			1,216
Net interest income			6,079			6,252			6,247			6,187
Provision for loan losses			800			900			400			350
Other income			1,016			960			921			889
Net realized gains on sales of securities			100			631			285			402
Other expense			4,053			3,957			3,957			4,147
Income before income taxes			2,342			2,986			3,096			2,981
Income tax expense			583			786			838			795
NET INCOME		$	1,759		$	2,200		$	2,258		$	2,186
Basic earnings per share		$	.48		$	.61		$	.63		$	.61
Diluted earnings per share		$	.48		$	.61		$	.63		$	.61

Per share information was restated to reflect the 10% stock dividend declared in the first quarter of 2013.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NORWOOD FINANCIAL CORP CONSOLIDATED AVERAGE BALANCE SHEETS WITH

RESULTANT INTEREST AND RATES

(Tax-Equivalent Basis, dollars in thousands)

Year Ended December 31	2013								2012								2011
	Average						Avg		Average						Avg		Average					Avg
	Balance (2)			Interest (1)			Rate		Balance (2)			Interest (1)			Rate		Balance (2)		Interest (1)			Rate
ASSETS
Interest-earning assets:
Federal funds sold	$	—		$	—		—	%	$	—		$	—		—	%	$	551	$	1		0.18	%
Interest bearing deposits with banks		10,128			26		0.26			12,748			32		0.25			20,258		52		0.26
Securities held-to-maturity		174			14		8.05			172			14		8.14			170		14		8.24
Securities available for sale:
Taxable		93,133			1,663		1.79			89,786			1,950		2.17			96,891		2,528		2.61
Tax-exempt		59,260			3,008		5.08			53,571			2,923		5.46			50,245		2,865		5.70
Total securities available  for sale		152,393			4,671		3.07			143,357			4,873		3.40			147,136		5,393		3.67
Loans receivable (3)(4)		483,041			24,744		5.12			478,317			25,737		5.38			414,473		23,486		5.67
Total interest earning assets		645,736			29,455		4.56			634,594			30,656		4.83			582,588		28,946		4.97
Non-interest earning assets:
Cash and due from banks		9,018								9,163								8,394
Allowance for loan losses		(5,751	)							(5,683	)							(5,575
Other assets		41,697								44,123								37,018
Total non-interest earning  assets		44,964								47,603								39,837
TOTAL ASSETS	$	690,700							$	682,197							$	622,425
LIABILITIES AND STOCKHOLDERS’  EQUITY
Interest bearing liabilities:
Interest bearing demand and money  market	$	172,448			395		0.23		$	169,232			522		0.31		$	140,934		554		0.39
Savings		69,282			44		0.06			68,068			84		0.12			67,862		164		0.24
Time		208,847			2,409		1.15			219,232			3,054		1.39			196,253		3,133		1.60
Total interest bearing deposits		450,577			2,848		0.63			456,532			3,660		0.80			405,049		3,851		0.95
Short-term borrowings		30,832			66		0.21			23,679			53		0.22			28,521		92		0.32
Other borrowings		22,076			684		3.10			26,611			937		3.52			34,774		1,239		3.56
Total interest bearing liabilities		503,485			3,598		0.71			506,822			4,650		0.92			468,344		5,182		1.11
Non-interest bearing liabilities:
Non-interest bearing demand deposits		90,331								80,161								69,721
Other liabilities		4,213								4,101								4,941
Total non-interest bearing liabilities		94,544								84,262								74,662
Stockholders’ equity		92,671								91,113								79,419
TOTAL LIABILITIES AND  STOCKHOLDERS’ EQUITY	$	690,700							$	682,197							$	622,425
Net Interest Income
(tax equivalent basis)					25,857		3.85	%					26,006		3.91	%				23,764		3.86	%
Tax-equivalent basis adjustment					(1,196	)							(1,242	)						(1,176	)
Net Interest Income				$	24,661							$	24,764						$	22,588
Net interest margin
(tax equivalent basis)							4.00	%							4.10	%						4.08	%

1   Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.

2   Average balances have been calculated based on daily balances.

3   Loan balances include non-accrual loans and are net of unearned income.

4   Loan yields include the effect of amortization of purchased credit marks and deferred fees net of costs.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

RATE/VOLUME ANALYSIS

The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

	Increase/(Decrease)
(dollars in thousands)	2013 compared to 2012									2012 compared to 2011
	Variance due to									Variance due to
	Volume			Rate			Net			Volume			Rate			Net
INTEREST EARNING ASSETS:
Federal funds sold	$	—		$	—		$	—		$	(1	)	$	—		$	(1	)
Interest bearing deposits		(7	)		1			(6	)		(19	)		(1	)		(20	)
Securities available for sale:
Taxable		70			(357	)		(287	)		(176	)		(402	)		(578	)
Tax-exempt securities		297			(212	)		85			185			(127	)		58
Total securities available for sale		367			(569	)		(202	)		9			(529	)		(520	)
Loans receivable		252			(1,245	)		(993	)		3,480			(1,229	)		2,251
Total interest earning assets		612			(1,813	)		(1,201	)		3,469			(1,759	)		1,710
INTEREST BEARING LIABILITIES
Interest-bearing demand and money market		10			(137	)		(127	)		100			(132	)		(32	)
Savings		1			(41	)		(40	)		—			(80	)		(80	)
Time		(139	)		(506	)		(645	)		344			(423	)		(79	)
Total interest-bearing deposits		128			(684	)		(812	)		444			(635	)		(191	)
Short-term borrowings		15			(2	)		13			(14	)		(25	)		(39	)
Other borrowings		(148	)		(105	)		(253	)		(288	)		(14	)		(302	)
Total interest bearing liabilities		(261	)		(791	)		(1,052	)		142			(674	)		(532	)
Net interest income (tax-equivalent basis)	$	873		$	(1,022	)	$	(149	)	$	3,327		$	(1,085	)	$	2,242

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

28

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

TO THE STOCKHOLDERS OF NORWOOD FINANCIAL CORP

Management of Norwood Financial Corp and its subsidiary (Norwood) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Norwood’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Norwood’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Norwood; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of Norwood’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Norwood’s assets that could have a material effect on the consolidated financial statements.

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

Management assessed the effectiveness of Norwood’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework.”  Based on our assessment and those criteria, management determined that Norwood maintained effective internal control over financial reporting as of December 31, 2013.

Norwood’s Independent registered certified public accounting firm has audited the effectiveness of Norwood’s internal control over financial reporting. Their report appears on page 31.

Lewis J. Critelli	William S. Lance
President and	Executive Vice President and
Chief Executive Officer	Chief Financial Officer

29

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

30

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

31

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED BALANCE SHEETS

	December 31,
	2013			2012
	(In Thousands, Except Share and Per Share Data)
ASSETS
Cash and due from banks	$	7,528		$	10,867
Interest bearing deposits with banks		335			1,428
Cash and cash equivalents		7,863			12,295
Securities available for sale		158,132			145,390
Securities held to maturity, fair value 2013: $177, 2012: $177		174			173
Loans receivable (net of allowance for loan losses 2013: $5,708; 2012: $5,502)		497,389			471,208
Regulatory stock, at cost		2,877			2,630
Premises and equipment, net		7,125			7,326
Bank owned life insurance		17,790			15,357
Accrued interest receivable		2,422			2,393
Foreclosed real estate owned		1,009			852
Goodwill		9,715			9,715
Other intangibles		510			647
Deferred tax asset		4,819			2,179
Other assets		1,409			2,134
Total Assets	$	711,234		$	672,299
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing demand	$	92,684		$	82,075
Interest-bearing demand		45,444			45,616
Money market deposit accounts		122,423			116,841
Savings		69,202			68,633
Time		211,429			211,260
Total Deposits		541,182			524,425
Short-term borrowings		49,914			28,697
Other borrowings		23,761			22,487
Accrued interest payable		1,022			1,242
Other liabilities		3,491			3,027
Total Liabilities		619,370			579,878
STOCKHOLDERS’ EQUITY
Common stock, $.10 par value, authorized 10,000,000 shares,
issued: 2013: 3,708,718 shares, 2012: 3,371,849 shares		371			337
Surplus		35,010			24,737
Retained  earnings		60,798			66,742
Treasury stock at cost: 2013: 64,628 shares, 2012: 75,426 shares		(1,713	)		(2,192	)
Accumulated other comprehensive income (loss)		(2,602	)		2,797
Total Stockholders' Equity		91,864			92,421
Total Liabilities and Stockholders' Equity	$	711,234		$	672,299

See notes to consolidated financial statements

32

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2013		2012		2011
	(In Thousands, Except per Share Data)
INTEREST INCOME
Loans receivable, including fees	$	24,576	$	25,494	$	23,289
Securities
Taxable		1,662		1,950		2,527
Tax exempt		1,995		1,938		1,901
Other		26		32		53
Total Interest Income		28,259		29,414		27,770
INTEREST EXPENSE
Deposits		2,848		3,660		3,851
Short-term borrowings		66		53		92
Other borrowings		684		937		1,239
Total Interest Expense		3,598		4,650		5,182
Net Interest Income		24,661		24,764		22,588
PROVISION FOR LOAN LOSSES		2,400		2,450		1,575
Net Interest Income After
Provision for Loan Losses		22,261		22,314		21,013
OTHER INCOME
Service charges and fees		2,412		2,237		2,255
Income from fiduciary activities		379		355		409
Net realized gains on sales of securities		881		1,419		973
Net gain on sale of loans and servicing rights		112		211		271
Earnings and proceeds on life insurance policies		1,386		539		463
Other		445		445		364
Total Other Income		5,615		5,206		4,735
OTHER EXPENSES
Salaries and employee benefits		8,447		8,403		7,848
Occupancy		1,598		1,539		1,402
Furniture and equipment		538		456		435
Data processing related operations		891		897		855
Federal Deposit Insurance Corporation insurance assessment		444		398		393
Advertising		208		222		205
Professional fees		626		811		1,283
Postage and telephone		435		424		510
Taxes, other than income		710		599		535
Foreclosed real estate		567		217		578
Amortization of intangible asssets		137		153		108
Other		2,104		1,962		1,661
Total Other Expenses		16,705		16,081		15,813
Income before Income Taxes		11,171		11,439		9,935
INCOME TAX EXPENSE		2,706		3,036		2,579
Net income	$	8,465	$	8,403	$	7,356
EARNINGS PER SHARE
BASIC	$	2.33	$	2.33	$	2.17
DILUTED	$	2.33	$	2.33	$	2.17

See notes to consolidated financial statements

33

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2013			2012			2011
NET INCOME	$	8,465		$	8,403		$	7,356
Other comprehensive income (loss):
Investment securities available for sale:
Unrealized holding gains (losses)		(7,299	)		628			4,276
Tax Effect		2,481			(209	)		(1,456	)
Reclassification of gains recognized in net income		(881	)		(1,419	)		(973	)
Tax Effect		300			482			331
Net of tax amount		(5,399	)		(518	)		2,178
COMPREHENSIVE INCOME	$	3,066		$	7,885		$	9,534

See notes to consolidated financial statements

34

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Years Ended December 31, 2013, 2012 and 2011
																		Accumulated
																		Other
	Common Stock								Retained			Treasury Stock						Comprehensive
	Shares			Amount		Surplus			Earnings			Shares			Amount			Income (Loss)			Total
	(Dollars in Thousands, Except per Share Data)
BALANCE - DECEMBER 31, 2010		2,840,872		$	284	$	9,826		$	58,648			72,068		$	(2,197	)	$	1,137		$	67,698
Net Income		—			—		—			7,356			—			—			—			7,356
Other comprehensive income		—			—		—			—			—			—			2,178			2,178
Cash dividends declared ($1.06 per share)		—			—		—			(3,696	)		—			—			—			(3,696	)
Acquisition of treasury stock		—			—		—			—			23,431			(602	)		—			(602	)
Stock options exercised		—			—		(26	)		—			(2,576	)		77			—			51
Tax benefit on stock options exercised		—			—		5			—			—			—			—			5
Sale of treasury stock for ESOP		—			—		(10	)		—			(5,553	)		163			—			153
Compensation expense related to
stock options		—			—		170			—			—			—			—			170
North Penn acquisition		530,994			53		14,695			—			—			—			—			14,748
BALANCE -  DECEMBER 31, 2011		3,371,866			337		24,660			62,308			87,370			(2,559	)		3,315			88,061
Net Income		—			—		—			8,403			—			—			—			8,403
Other comprehensive loss		—			—		—			—			—			—			(518	)		(518	)
Cash dividends declared ($1.10 per share)		—			—		—			(3,969	)		—			—			—			(3,969	)
Acquisition of treasury stock		—			—		—			—			11,647			(320	)		—			(320	)
Stock options exercised		—			—		(86	)		—			(18,577	)		541			—			455
Tax benefit on stock options exercised		—			—		30			—			—			—			—			30
Sale of treasury stock for ESOP		—			—		3			—			(5,014	)		146			—			149
Compensation expense related to
stock options		—			—		130			—			—			—			—			130
North Penn exchange adjustment		(17	)		—		—			—			—			—			—			—
BALANCE - DECEMBER 31, 2012		3,371,849			337		24,737			66,742			75,426			(2,192	)		2,797			92,421
Net Income		—			—		—			8,465			—			—			—			8,465
Other comprehensive loss		—			—		—			—			—			—			(5,399	)		(5,399	)
Cash dividends declared ($1.16 per share)		—			—		—			(4,216	)		—			—			—			(4,216	)
Acquisition of treasury  stock		—			—		—			—			10,712			(319	)		—			(319	)
Stock options exercised		—			—		(79	)		—			(24,127	)		654			—			575
Tax benefit on stock options exercised		—			—		39			—			-			-			—			39
Sale of treasury stock for ESOP		—			—		2			—			(5,426	)		144			—			146
Compensation expense related to
stock options		—			—		162			—			—			—			—			162
Stock dividend declared-10%		336,869			34		10,149			(10,193	)		8,043			—			—			(10	)
BALANCE - DECEMBER 31, 2013		3,708,718		$	371	$	35,010		$	60,798			64,628		$	(1,713	)	$	(2,602	)	$	91,864

See notes to consolidated financial statements.

35

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2013			2012			2011
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	8,465		$	8,403		$	7,356
Adjustments to reconcile net income to net cash provided by operating  activities:
Provision for loan losses		2,400			2,450			1,575
Depreciation		594			570			531
Amortization of intangible assets		137			153			108
Deferred income taxes		140			424			(104	)
Net amortization of securities premiums and discounts		1,057			1,210			811
Net realized gains on sales of securities		(881	)		(1,419	)		(973	)
Net increase in investment in life insurance		(617	)		(539	)		(463	)
Loss (gain) on sale of bank premises and equipment and foreclosed real estate		347			(5	)		173
Net gain on sale of mortgage loans and servicing rights		(112	)		(211	)		(271	)
Mortgage loans originated for sale		(3,986	)		(6,964	)		(8,677	)
Proceeds from sale of mortgage loans originated for sale		4,053			7,175			8,948
Compensation expense related to stock options		162			130			170
Decrease in accrued interest receivable and other assets		759			1,274			2,272
Increase (decrease)  in accrued interest payable and other liabilities		173			(1,290	)		(663	)
Net Cash Provided by Operating Activities		12,691			11,361			10,793
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
Proceeds from sales		42,348			40,914			32,146
Proceeds from maturities and principal reductions on mortgage-backed securities		21,142			30,607			34,752
Purchases		(84,589	)		(67,312	)		(54,107	)
Purchases of FHLB stock		(741	)		—			—
Redemptions of  FHLB stock		494			1,045			716
Net decrease (increase) in loans		(29,515	)		(22,507	)		12,405
Proceeds from life insurance		1,089			—			—
Acquisition net of cash acquired		—			—			4,544
Purchase of life insurance policy		(3,000	)		(3,000	)		—
Purchase of bank premises and equipment		(393	)		(417	)		(175	)
Proceeds from sales of premises and equipment and foreclosed real estate		508			3,421			784
Net Cash (Used in) Provided by Investing Activities		(52,657	)		(17,249	)		31,065
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		16,757			(1,342	)		(3,532	)
Net increase (decrease) in short-term borrowings		21,217			6,903			(11,515	)
Repayments of other borrowings		(5,726	)		(5,183	)		(18,106	)
Proceeds from other borrowings		7,000			—			—
Stock options exercised		575			455			51
Tax benefit of stock options exercised		39			30			5
ESOP purchase of shares from treasury stock		146			149			153
Purchase of treasury stock		(319	)		(320	)		(602	)
Cash dividends paid		(4,155	)		(3,932	)		(3,514	)
Net Cash Provided by (Used in) Financing Activities		35,534			(3,240	)		(37,060	)
Net (Decrease) Increase in Cash and Cash Equivalents		(4,432	)		(9,128	)		4,798
CASH AND CASH EQUIVALENTS - BEGINNING		12,295			21,423			16,625
CASH AND CASH EQUIVALENTS - ENDING	$	7,863		$	12,295		$	21,423

36

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

	Years Ended December 31,
	2013		2012		2011
	(In Thousands)
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest paid	$	3,818	$	4,728	$	5,398
Income taxes paid, net of refunds	$	2,417	$	2,010	$	2,363
Supplemental Schedule of Noncash Investing Activities
Investment purchase	$	—	$	—	$	1,067
Transfers of loans to foreclosed real estate	$	1,012	$	1,358	$	3,172
Merger with North Penn Bancorp, Inc.
Noncash assets acquired:
Securities available for sale					$	12,671
Restricted investments						985
Loans						118,336
Accrued interest receivable						566
Premise & equipment, net						2,931
Core deposit intangible						895
Deferred tax assets						2,715
Other assets						5,403
Goodwill						9,715
					$	154,217
Liabilities assumed:
Time deposits						51,936
Deposits other than time deposits						83,498
Borrowings						7,776
Accrued interest payable						203
Other liabilities						600
					$	144,013
Net Noncash Assets Acquired						10,204
Cash Acquired					$	15,192

See notes to consolidated financial statements

37

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

Norwood Financial Corp (Company) is a one bank holding company. Wayne Bank (Bank) is a wholly-owned subsidiary of the Company. The Bank is a state-chartered bank located in Honesdale, Pennsylvania. The Company derives substantially all of its income from the bank related services which include interest earnings on commercial mortgages, residential real estate mortgages, commercial and consumer loans, as well as interest earnings on investment securities and fees from deposit services to its customers. The Company is subject to regulation and supervision by the Federal Reserve Board while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank, and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., Norwood Settlement Services, LLC and WTRO Properties. All significant intercompany accounts and transactions have been eliminated in consolidation.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the determination of other-than-temporary impairment on securities, the determination of goodwill impairment and the fair value of financial instruments.

Significant Group Concentrations of Credit Risk

Most of the Company’s activities are with customers located within northeastern Pennsylvania. Note 3 discusses the types of securities that the Company invests in. Note 4 discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer.

Concentrations of Credit Risk

The Bank operates primarily in Wayne, Pike, Lackawanna and Monroe Counties, Pennsylvania and, accordingly, has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy. These customers are also the primary depositors of the Bank. The Bank is limited in extending credit by legal lending limits to any single borrower or group of borrowers.

Securities

Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Securities available for sale are carried at fair value. Unrealized gains and losses are reported in other comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using a method which approximates the interest method over the term of the security.

38

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Bonds, notes and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the term of the security.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula. This regulatory stock has no quoted market value and is carried at cost.

Management evaluates the regulatory stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. Management considered that the FHLB’s regulatory capital ratios have increased from the prior year, liquidity appears adequate, and the new shares of FHLB stock continue to change hands at the $100 par value.  Management believes no impairment charge is necessary related to FHLB stock as of December 31, 2013.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees. Interest income is accrued on the unpaid principal balance. Loan origination fees are deferred and recognized as an adjustment of the yield (interest income) of the related loans.  The Company is generally amortizing these amounts over the contractual life of the loan.

The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Troubled Debt Restructurings

A loan is considered to be a troubled debt restructuring ("TDR") loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider.  Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.

Loans Acquired

Loans acquired including loans that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance.  Loans are evaluated individually to determine if there is evidence of deterioration of credit quality since origination.  The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan.  Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance.  Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining estimated life.  Decreases in expected cash flows are recognized immediately as impairment.  Any valuation allowances on these impaired loans reflect only losses incurred after the acquisition.

For purchased loans acquired that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value.  Loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics.  Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts.  The remaining differences between the purchase price and the unpaid principal balance at the date of acquisition are recorded in interest income over the life of the loans.

Mortgage Servicing Rights

Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets.  Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon a third party appraisal. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance to the extent that fair value is less than the capitalized amount. The Company’s loan servicing assets at December 31, 2013 and 2012, were not impaired. Total servicing assets included in other assets as of December 31, 2013 and 2012, were $289,000 and $243,000, respectively.

40

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

41

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is calculated principally on the straight-line method over the respective assets estimated useful lives as follows:

	Years
Buildings and improvements		10 - 40
Furniture and equipment		3 - 10

Transfers of Financial Assets

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

Foreclosed Real Estate

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of its carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other expenses.

Bank Owned Life Insurance

The Company invests in bank owned life insurance (BOLI) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a chosen group of employees. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies or from death benefits realized is included in other income on the Consolidated Statements of  Income.

Goodwill

In connection with the acquisition of North Penn Bancorp, Inc. (North Penn), we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of net assets of the institutions acquired in purchase transactions, at its fair value at the date of acquisition.  Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.  The value of the goodwill can change in the future.  We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Bank.  If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss. No impairment was recognized for the years ended December 31, 2013, 2012 and 2011.

Intangible Assets

At December 31, 2013, the Company had intangible assets of $510,000 as a result of the acquisition of North Penn which is net of accumulated amortization of $385,000.  These intangible assets will continue to be amortized using the sum-of-the-years digits method of amortization over ten years.  At December 31, 2012, the Company had intangible assets of $647,000, which is net of accumulated amortization of $248,000.  Amortization expense related to intangible assets was $137,000, $153,000 and $108,000 for the years ended December 31, 2013, 2012 and 2011.

42

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 As of December 31, 2013, the estimated future amortization expense for the core deposit intangible was:

2014	$	121,000
2015		104,000
2016		88,000
2017		72,000
2018		56,000
2019		39,000
2020		23,000
2021		7,000
	$	510,000

Income Taxes

Deferred income tax assets and liabilities are determined based on the differences between financial statement carrying amounts and the tax basis of existing assets and liabilities. These differences are measured at the enacted tax rates that will be in effect when these differences reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiary file a consolidated federal income tax return. The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company analyzes each tax position taken in its tax returns and determines the likelihood that the position will be realized. Only tax positions that are “more-likely-than-not” to be realized can be recognized in an entity’s financial statements. For tax positions that do not meet this recognition threshold, an entity will record an unrecognized tax benefit for the difference between the position taken on the tax return and the amount recognized in the financial statements. The Company does not have any unrecognized tax benefits at December 31, 2013 or 2012 or during the years then ended. No unrecognized tax benefits are expected to arise within the next twelve months.

Advertising Costs

Advertising costs are expensed as incurred.

Earnings per Share

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Treasury shares are not deemed outstanding for earnings per share calculations.

Stock Option Plans

The Company recognizes the value of share-based payment transactions as compensation costs in the financial statements over the period that an employee provides service in exchange for the award. The fair value of the share-based payments is estimated using the Black-Scholes option-pricing model. The Company used the modified-prospective transition method to record compensation expense.  Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method.

43

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash Flow Information

For the purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits with banks and federal funds sold.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit, letters of credit and commitments to sell loans. Such financial instruments are recorded in the balance sheets when they become receivable or payable.

Trust Assets

Assets held by the Company in a fiduciary capacity for customers are not included in the financial statements since such items are not assets of the Company. Trust income is reported on the accrual method.

Treasury Stock

Common shares repurchased are recorded as treasury stock at cost.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income as presented in the Consolidated Statement of Comprehensive Income.

Segment Reporting

The Company acts as an independent community financial service provider and offers traditional banking related financial services to individual, business and government customers. Through its branch and automated teller machine network, the Company offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of safe deposit services. The Company also performs personal, corporate, pension and fiduciary services through its Trust Department.

Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, mortgage banking and trust operations of the Company. As such, discrete information is not available and segment reporting would not be meaningful.

New Accounting Standards

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.  The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirements will take effect for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increased our disclosure surrounding reclassification items out of accumulated other comprehensive income.

44

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The ASU requires the measurement of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement with its co-obligors as well as any additional amount that the entity expects to pay on behalf of its co-obligors. The new standard is effective retrospectively for fiscal years and interim periods within those years, beginning after December 15, 2013, and early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.  The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted.  This ASU is not expected to have a significant impact on the Company’s financial statements.

In January 2014, FASB issued ASU 2014-01, Investments – Equity Method and Join Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit).  The amendments in this Update should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014.  Early adoption is permitted. This ASU is not expected to have a significant impact on the Company’s financial statements.

45

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2014, the FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method.  The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

46

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 3 - SECURITIES

The amortized cost and fair value of securities were as follows:

	December 31, 2013
				Gross		Gross
		Amortized		Unrealized		Unrealized			Fair
		Cost		Gains		Losses			Value
	(In Thousands)
AVAILABLE FOR SALE:
U.S. Government agencies		$	34,471	$	-	$	(1,058	)	$	33,413
States and political subdivisions			60,174		650		(1,794	)		59,030
Corporate obligations			3,667		84		(40	)		3,711
Mortgage-backed securities - government sponsored entities			63,467		81		(1,898	)		61,650
Equity securities-financial services			293		50		(15	)		328
		$	162,072	$	865	$	(4,805	)	$	158,132
HELD TO MATURITY:
States and political subdivisions		$	174	$	3	$	-		$	177

	December 31, 2012
				Gross		Gross
		Amortized		Unrealized		Unrealized			Fair
		Cost		Gains		Losses			Value
	(In Thousands)
AVAILABLE FOR SALE:
U.S. Government agencies		$	13,076	$	36	$	(20	)	$	13,092
States and political subdivisions			55,864		2,995		(73	)		58,786
Corporate obligations			8,521		347		-			8,868
Mortgage-backed securities - government sponsored entities			63,397		1,041		(113	)		64,325
Equity securities-financial services			292		27		-			319
		$	141,150	$	4,446	$	(206	)	$	145,390
HELD TO MATURITY:
States and political subdivisions		$	173	$	4	$	-		$	177

47

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 3 - SECURITIES (CONTINUED)

The following tables show the Company’s investments’ gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	December 31, 2013
	Less than 12 Months						12 Months or More							Total
	Fair Value		Unrealized Losses				Fair Value			Unrealized Losses				Fair Value			Unrealized Losses
	(In thousands)
U.S. Government agencies	$	32,481		$	(990	)		$	932		$	(68	)		$	33,413		$	(1,058	)
States and political subdivisions		26,281			(1,415	)			4,228			(379	)			30,509			(1,794	)
Corporate obligations		1,145			(40	)			—			—				1,145			(40	)
Mortgage-backed securities- government sponsored entities		47,014			(1,524	)			7,478			(374	)			54,492			(1,898	)
Equity securities-financial services		170			(15	)			—			—				170			(15	)
	$	107,091		$	(3,984	)		$	12,638		$	(821	)		$	119,729		$	(4,805	)

	December 31, 2012
	Less than 12 Months						12 Months or More						Total
	Fair Value		Unrealized Losses				Fair Value			Unrealized Losses			Fair Value			Unrealized Losses
	(In thousands)
U.S. Government agencies	$	7,056		$	(20	)		$	—		$	—		$	7,056		$	(20	)
States and political subdivisions		5,821			(73	)			—			—			5,821			(73	)
Mortgage-backed securities- government sponsored entities		17,199			(113	)			—			—			17,199			(113	)
	$	30,076		$	(206	)		$	—		$	—		$	30,076		$	(206	)

The Company has 123 debt securities and one equity security in the less than twelve month category and 17 debt securities in the twelve months or more category as of December 31, 2013.  In management’s opinion, the unrealized losses on securities reflect changes in interest rates subsequent to the acquisition of specific securities.  No other-than-temporary-impairment charges were recorded in 2013.  Management believes that all other unrealized losses represent temporary impairment of the securities, and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

The amortized cost and fair value of securities as of December 31, 2013 by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Available for Sale						Held to Maturity
	Amortized			Fair			Amortized			Fair
	Cost			Value			Cost			Value
	(In Thousands)
Due in one year or less		$	799		$	803		$	174		$	177
Due after one year through five years			15,837			15,646			—			—
Due after five years through ten years			38,543			37,740			—			—
Due after ten years			43,133			41,965			—			—
			98,312			96,154			174			177
Mortgage-backed securities - government sponsored entities			63,467			61,650			—			—
		$	161,779		$	157,804		$	174		$	177

48

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 3 - SECURITIES (CONTINUED)

Gross realized gains and gross realized losses on sales of securities available for sale were $908,000 and $27,000, respectively, in 2013, compared to $1,419,000 and $0, respectively, in 2012, and $983,000 and $10,000, respectively, in 2011. The proceeds from the sales of securities totaled $42,348,000, $40,914,000 and$32,146,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

Securities with a carrying value of $94,352,000 and $71,497,000 at December 31, 2013 and 2012, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Set forth below is selected data relating to the composition of the loan portfolio at December 31:

	Types of Loans
	(dollars in thousands)
	December 31, 2013					December 31, 2012
Real Estate- Residential	$	158,842		31.6	%	$	150,043		31.4	%
Commercial		273,144		54.2			274,484		57.5
Construction		20,551		4.1			13,435		2.8
Commercial, financial and agricultural		35,745		7.1			25,113		5.3
Consumer loans to individuals		15,295		3.0			14,154		3.0
Total loans		503,577		100.0	%		477,229		100.0	%
Deferred fees, net		(480	)				(519	)
Total loans receivable		503,097					476,710
Allowance for loan losses		(5,708	)				(5,502	)
Net loans receivable	$	497,389				$	471,208

Purchased loans acquired in a business combination are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

Upon acquisition, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality.  Purchased credit-impaired loans are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments.  There were no material increases or decreases in the expected cash flows of these loans between May 31, 2011 (the “acquisition date”) and December 31, 2013.  The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral.  The carrying value of purchased loans acquired with deteriorated credit quality was $1.1 million at December 31, 2013.  

On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the North Penn acquisition was $1.9 million and the estimated fair value of the loans was $1.5 million. Total contractually required payments on these loans, including interest, at the acquisition date was $3.6 million. However, the Company's preliminary estimate of expected cash flows was $1.9 million. At such date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from the customer nor liquidation of collateral) of $1.7 million relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value

49

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)
adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $329,000 on the acquisition date relating to these impaired loans.

 The carrying value of the loans acquired and accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, was determined by projecting discounted contractual cash flows. The table below presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired in the North Penn acquisition as of May 31, 2011:

(In thousands)

Unpaid principal balance	$	1,936
Interest		1,669
Contractual cash flows		3,605
Non-accretable discount		(1,724	)
Expected cash flows		1,881
Accretable discount		(329	)
Estimated fair value	$	1,552

 Changes in the accretable yield for purchased credit-impaired loans were as follows for the twelve months ended December 31:

(In thousands)

	2013				2012				2011
Balance at beginning of period		$	76			$	171			$	329
Accretion			(56	)			(95	)			(67	)
Reclassification and other			—				—				(91	)
Balance at end of period		$	20			$	76			$	171

 The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

	December 31, 2013		December 31, 2012
Outstanding Balance	$	1,110	$	1,145
Carrying Amount	$	1,090	$	1,069

 There were no material increases or decreases in the expected cash flows of these loans between May 31, 2011 (the "acquisition date") and December 31, 2013. There has been no allowance for loan losses recorded for acquired loans with specific evidence of deterioration in credit quality as of May 31, 2011. In addition, there has been no allowance for loan losses on these loans reversed.  For loans that were acquired without specific evidence of deterioration in credit quality adjustments to the allowance for loan losses have been accounted for through the allowance for loan loss adequacy calculation.

 The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans.  Said system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers.  

50

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Specific loan loss allowances are established for identified losses based on a review of such information.  A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated independently.  The Company does not aggregate such loans for evaluation purposes.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

A loan is considered to be a troubled debt restructuring (TDR) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider.  Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.

The following table shows the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:

	Real Estate Loans
										Commercial			Consumer
	Residential			Commercial			Construction			Loans			Loans			Total
	(In thousands)
December 31, 2013
Individually evaluated for  impairment		$	—		$	11,519		$	—		$	—		$	—		$	11,519
Loans acquired with deteriorated credit quality			242			848			—			—			—			1,090
Collectively evaluated for impairment			158,600			260,777			20,551			35,745			15,295			490,968
Total Loans		$	158,842		$	273,144		$	20,551		$	35,745		$	15,295		$	503,577

	Real Estate Loans
										Commercial			Consumer
	Residential			Commercial			Construction			Loans			Loans			Total
	(In thousands)
December 31, 2012
Individually evaluated for impairment		$	—		$	10,246		$	—		$	310		$	—		$	10,556
Loans acquired with deteriorated credit quality			270			799			—			—			—			1,069
Collectively evaluated for impairment			149,773			263,439			13,435			24,803			14,154			465,604
Total Loans		$	150,043		$	274,484		$	13,435		$	25,113		$	14,154		$	477,229

51

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.

			Unpaid
	Recorded		Principal		Associated
	Investment		Balance		Allowance
December 31, 2013	(In thousands)
With no related allowance recorded:
Real Estate Loans
Residential	$	242	$	251	$	—
Commercial		10,644		14,400		—
Subtotal		10,886		14,651		—
With an allowance recorded:
Real Estate Loans
Commercial		1,723		1,723		53
Subtotal		1,723		1,723		53
Total:
Real Estate Loans
Residential		242		251		—
Commercial		12,367		16,123		53
Total Impaired Loans	$	12,609	$	16,374	$	53

			Unpaid
	Recorded		Principal		Associated
	Investment		Balance		Allowance
December 31, 2012	(In thousands)
With no related allowance recorded:
Real Estate Loans
Residential	$	270	$	286	$	—
Commercial		10,494		10,554		—
Commercial Loans		310		310		—
Subtotal		11,074		11,150		—
With an allowance recorded:
Real Estate Loans
Commercial		551		551		9
Subtotal		551		551		9
Total:
Real Estate Loans
Residential		270		286		—
Commercial		11,045		11,105		9
Commercial Loans		310		310		—
Total Impaired Loans	$	11,625	$	11,701	$	9

The following information for impaired loans is presented for the year ended December 31, 2013 and 2012:

	Average Recorded						Interest Income
	Investment						Recognized
	2013			2012			2013			2012
	(In thousands)
Total:
Real Estate Loans
Residential		$	252		$	281		$	5		$	5
Commercial			10,328			12,108			236			226
Commercial Loans			—			340			—			2
Total Loans		$	10,580		$	12,729		$	241		$	233

52

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources.  As of December 31, 2013, troubled debt restructured loans totaled $9.2 million and resulted in specific reserves of $53,000.  During 2013, there were five new loans identified as troubled debt restructurings totaling $5.1 million based on extended deferrals of principal payments. During 2013, there were no loan modifications classified as troubled debt restructurings that subsequently defaulted.  As of December 31, 2012, troubled debt restructured loans totaled $5.6 million and resulted in specific reserves of $9,000.  During 2012, there were no new loans identified as troubled debt restructurings, nor were there any loan modifications classified as troubled debt restructurings that subsequently defaulted.

The following is a summary of troubled debt restructurings granted during the twelve month period ended December 31, 2013 (in thousands):

	For the Twelve Months Ended December 31, 2013
	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Real Estate Loans:   Commercial		5	$	5,147	$	5,147

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio.  The first four categories are considered not criticized, and are aggregated as “Pass” rated.  The criticized rating categories utilized by management generally follow bank regulatory definitions.  The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification.  Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  All loans greater than 90 days past due are considered Substandard.  Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event.  The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis.  Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration.  Loan Review also annually reviews relationships of $500,000 and over to assign or re-affirm risk ratings.  Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

53

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of  December 31, 2013 and December 31, 2012 (in thousands):

				Special
	Pass			Mention			Substandard			Doubtful			Loss			Total
December 31, 2013
Commercial real estate loans		$	250,566		$	3,651		$	18,927		$	—		$	—		$	273,144
Commercial loans			35,745			—			—			—			—			35,745
Total		$	286,311		$	3,651		$	18,927		$	—		$	—		$	308,889

				Special
	Pass			Mention			Substandard			Doubtful			Loss			Total
December 31, 2012
Commercial real estate loans		$	251,484		$	11,245		$	11,755		$	—		$	—		$	274,484
Commercial loans			24,427			318			368			—			—			25,113
Total		$	275,911		$	11,563		$	12,123		$	—		$	—		$	299,597

For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits.  The following table presents the recorded investment in the loan classes based on payment activity as of December 31, 2013 and December 31, 2012 (in thousands):

	Performing			Nonperforming			Total
December 31, 2013
Residential real estate loans		$	157,138		$	1,704		$	158,842
Construction			20,551			—			20,551
Consumer loans			15,295			—			15,295
Total		$	192,984		$	1,704		$	194,688

	Performing			Nonperforming			Total
December 31, 2012
Residential real estate loans		$	147,197		$	2,846		$	150,043
Construction			13,435			—			13,435
Consumer loans			14,154			—			14,154
Total		$	174,786		$	2,846		$	177,632

54

 

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of December 31, 2013 and December 31, 2012 (in thousands):

	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non- Accrual		Total Past Due and Non-Accrual		Total Loans
December 31, 2013
Real Estate loans
Residential	$	156,066	$	1,018	$	54	$	—	$	1,704	$	2,776	$	158,842
Commercial		263,837		977		487		—		7,843		9,307		273,144
Construction		20,551		—		—		—		—		—		20,551
Commercial  loans		35,717		28		—		—		—		28		35,745
Consumer  loans		15,228		57		10		—		—		67		15,295
Total	$	491,399	$	2,080	$	551	$	—	$	9,547	$	12,178	$	503,577

	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non- Accrual		Total Past Due and Non-Accrual		Total Loans
December 31, 2012
Real Estate loans
Residential	$	146,847	$	94	$	256	$	—	$	2,846	$	3,196	$	150,043
Commercial		261,527		2,333		598		—		10,026		12,957		274,484
Construction		13,363		72		—		—		—		72		13,435
Commercial  loans		24,785		—		—		—		328		328		25,113
Consumer  loans		14,029		114		11		—		—		125		14,154
Total	$	460,551	$	2,613	$	865	$	-	$	13,200	$	16,678	$	477,229

The following table presents changes in the allowance for loan losses:

	Years ended December 31,
	2013			2012			2011
	(In Thousands)
Allowance at beginning of period	$	5,502		$	5,458		$	5,616
Charge-offs:
Commercial and all other		(4	)		(24	)		(2	)
Real Estate		(2,131	)		(2,354	)		(1,735	)
Consumer		(90	)		(59	)		(109	)
Total		(2,225	)		(2,437	)		(1,846	)
Recoveries:
Commercial and all other		—			—			5
Real Estate		9			7			51
Consumer		22			24			57
Total		31			31			113
Provision for loan losses		2,400			2,450			1,575
Allowance at end of period	$	5,708		$	5,502		$	5,458

55

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following tables present the allowance for loan losses by the classes of the loan portfolio:

(In thousands)	Residential Real Estate			Commercial Real Estate			Construction			Commercial			Consumer			Total
Beginning balance, December 31, 2012	$	1,797		$	3,183		$	119		$	223		$	180		$	5,502
Charge Offs		(603	)		(1,488	)		(40	)		(4	)		(90	)		(2,225	)
Recoveries		9			—			—			—			22			31
Provision for loan losses		238			1,330			819			(35	)		48			2,400
Ending balance, December 31, 2013	$	1,441		$	3,025		$	898		$	184		$	160		$	5,708
Ending balance individually  evaluated for impairment	$	—		$	53		$	—		$	—		$	—		$	53
Ending balance collectively  evaluated for impairment	$	1,441		$	2,972		$	898		$	184		$	160		$	5,655

(In thousands)	Residential Real Estate			Commercial Real Estate			Construction			Commercial			Consumer			Total
Beginning balance, December 31, 2011	$	1,257		$	3,838		$	72		$	147		$	144		$	5,458
Charge Offs		(541	)		(1,632	)		(181	)		(24	)		(59	)		(2,437	)
Recoveries		7			—			—			—			24			31
Provision for loan losses		1,074			977			228			100			71			2,450
Ending balance, December 31, 2012	$	1,797		$	3,183		$	119		$	223		$	180		$	5,502
Ending balance individually  evaluated for impairment	$	—		$	9		$	—		$	—		$	—		$	9
Ending balance collectively  evaluated for impairment	$	1,797		$	3,174		$	119		$	223		$	180		$	5,493

The recorded investment in impaired loans, not requiring an allowance for loan losses was $10,886,000 (net of charge-offs against the allowance for loan losses of $3,714,000) and $11,074,000 (net of charge-offs against the allowance for loan losses of $1,500,000) at December 31, 2013 and 2012, respectively. The recorded investment in impaired loans requiring an allowance for loan losses was $1,723,000 (net of a charge-off against the allowance for loan losses of $0) and $551,000 (net of a charge-off against the allowance for loan losses of $710,000) at December 31, 2013 and 2012, respectively. The specific reserve related to impaired loans was $53,000 for 2013 and $9,000 for 2012. For the years ended December 31, 2013 and 2012, the average recorded investment in these impaired loans was $10,580,000, and $12,729,000 and the interest income recognized on these impaired loans was $241,000 and $233,000, respectively.

56

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

  Interest income that would have been recorded on loans accounted for on a non-accrual basis under the original terms of the loans was $724,000, $666,000 and $535,000 for 2013, 2012 and 2011, respectively.

The Company’s primary business activity is with customers located in northeastern Pennsylvania. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy. The Company does not have any significant concentrations to any one customer.

As of December 31, 2013 and 2012, the Company considered its concentration of credit risk to be acceptable.  As of December 31, 2013, the three highest concentrations are in the hospitality lodging industry, property owners associations and automobile dealers, with loans outstanding of $36.9 million, or 38.5% of bank capital, to the hospitality lodging industry, $12.7 million, or 13.2% of bank capital to property owners associations, and $10.8 million, or 11.2% of bank capital to the automobile dealer industry.  Charge-offs on loans within these concentrations were $0, $0 and $948,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $74,000 and $7,000, respectively, in 2013 compared to $270,000 and $0, respectively, in 2012 and $241,000 and $21,000, respectively, in 2011.  The proceeds from the sales of residential mortgage loans totaled $4.1 million, $7.2 million and $8.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

NOTE 5 - PREMISES AND EQUIPMENT

Components of premises and equipment at December 31 are as follows:

	2013				2012
	(In Thousands)
Land and improvements		$	2,272			$	2,238
Buildings and improvements			9,659				9,494
Furniture and equipment			4,218				3,998
			16,149				15,730
Accumulated depreciation			(9,024	)			(8,404	)
		$	7,125			$	7,326

Depreciation expense totaled $594,000, $570,000 and $531,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

Certain facilities are leased under various operating leases. Rental expense for these leases was $325,000, $327,000 and $299,000, respectively for the years ended December 31, 2013, 2012 and 2011. Future minimum rental commitments under noncancellable leases as of December 31, 2013 were as follows (in thousands):

2014	$	317
2015		312
2016		242
2017		192
2018		192
Thereafter		1,720
	$	2,975

57

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 6 - DEPOSITS

Aggregate time deposits in denominations of $100,000 or more were $79,636,000 and $71,311,000 at December 31, 2013 and 2012, respectively. Included in deposit accounts are deposits of one customer relationship totaling $30,853,000 at December 31, 2013.

At December 31, 2013, the scheduled maturities of time deposits are as follows (in thousands):

2014	$	105,493
2015		48,688
2016		31,307
2017		15,980
2018		9,961
	$	211,429

NOTE 7 - BORROWINGS

Short-term borrowings at December 31 consist of the following:

	2013			2012
	(In Thousands)
Securities sold under agreements to repurchase		$	36,500		$	28,697
Federal Home Loan Bank short-term borrowings			13,414			-

The outstanding balances and related information of short-term borrowings are summarized as follows:

	Years Ended December 31,
		2013				2012
	(Dollars In Thousands)
Average balance during the year		$	30,832		$	23,679
Average interest rate during the year			0.21	%		0.22	%
Maximum month-end balance during the year		$	49,914		$	32,386
Weighted average interest rate at the end of the year			0.21	%		0.20	%

Securities sold under agreements to repurchase generally mature within one day to one year from the transaction date. Securities with an amortized cost and fair value of $40,065,000 and $38,733,000 at December 31, 2013 and $29,219,000 and $29,680,000 at December 31, 2012 respectively, were pledged as collateral for these agreements. The securities underlying the agreements were under the Company’s control.

The Company has a line of credit commitment available from the FHLB of Pittsburgh for borrowings of up to $142,405,000 which expires in May, 2014.  Borrowings under this line of credit at December 31, 2013 and 2012, were $13,414,000 and $0. The Company has a line of credit commitment available from Atlantic Community Bankers Bank for $7,000,000 which expires on June 30, 2014.  There were no borrowings under this line of credit at December 31, 2013 and 2012. The Company has a line of credit commitment available from PNC Bank for $16,000,000 at December 31, 2013. There were no borrowings under this line of credit at December 31, 2013 and December 31, 2012.

58

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 7 - BORROWINGS

Other borrowings consisted of the following at December 31, 2013 and 2012:

	2013		2012
	(In Thousands)
Notes with the FHLB:
Convertible note due May 2013 at 3.015%	$	—	$	5,000
Fixed rate note due July 2015 at 4.34%		7,301		7,487
Convertible note due January 2017 at 4.71%		10,000		10,000
Amortizing fixed rate borrowing due January 2018 at 0.91%		2,460		—
Amortizing fixed rate borrowing due December 2018 at 1.425%		4,000		—
	$	23,761	$	22,487

The convertible notes contain an option which allows the FHLB, at quarterly intervals, to change the note to an adjustable-rate advance at three-month LIBOR plus 17 to 22 basis points. If the notes are converted, the option allows the Bank to put the funds back to the FHLB at no charge.

Contractual maturities of other borrowings at December 31, 2013 are as follows (in thousands):

2015	$	7,301
2017		10,000
2018		6,460
	$	23,761

The Bank’s maximum borrowing capacity with the FHLB was $288,618,000 of which $36,874,000 was outstanding at December 31, 2013. Advances from the FHLB are secured by qualifying assets of the Bank.

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has a defined contributory profit-sharing plan which includes provisions of a 401(k) plan. The plan permits employees to make pre-tax contributions up to 15% of the employee’s compensation. The amount of contributions to the plan, including matching contributions, is at the discretion of the Board of Directors. All employees over the age of 21 are eligible to participate in the plan after one year of employment. Employee contributions are vested at all times, and any Company contributions are fully vested after five years. The Company’s contributions are expensed as the cost is incurred, funded currently, and amounted to $440,000, $424,000 and $398,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company has a non-qualified supplemental executive retirement plan for the benefit of certain executive officers. At December 31, 2013 and 2012, other liabilities include $1,458,000 and $1,470,000 accrued under the Plan. Compensation expense includes approximately $126,000, $120,000 and $116,000 relating to the supplemental executive retirement plan for 2013, 2012 and 2011, respectively. To fund the benefits under this plan, the Company is the owner of single premium life insurance policies on participants in the non-qualified retirement plan. At December 31, 2013 and 2012, the cash value of these policies was $17,790,000 and $15,357,000, respectively.

The Company provides post retirement benefits in the form of split-dollar life arrangements to employees who meet the eligibility requirements.

The net periodic post retirement benefit expense included in salaries and employee benefits was $39,000 and $43,000 for the years ended December 31, 2013 and 2012, respectively.

59

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 8 - EMPLOYEE BENEFIT PLANS (CONTINUED)

The Company participates in the Pentegra Mulitemployer Defined Benefit Pension Plan (EIN #13-5645888 and Plan #001) as a result of its acquisition of North Penn.  As of December 31, 2013 and 2012, the Company’s Plan was 92.57% and 105% funded, respectively, and total contributions made are not more than 5% of the total contributions to the Plan.  The Company’s expense related to the Plan was $22,000 in 2013 and $14,000 in 2012.

NOTE 9 - INCOME TAXES

The components of the provision for federal income taxes are as follows:

	Years Ended December 31,
	2013			2012			2011
	(In Thousands)
Current		$	2,566		$	2,612		$	2,683
Deferred			140			424			(104	)
		$	2,706		$	3,036		$	2,579

Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for tax reporting and financial statement purposes, principally because certain items, such as, the allowance for loan losses and loan fees are recognized in different periods for financial reporting and tax return purposes. A valuation allowance has not been established for deferred tax assets. Realization of the deferred tax assets is dependent on generating sufficient taxable income. Although realization is not assured, management believes it is more likely than not that all of the deferred tax asset will be realized. Deferred tax assets are recorded in other assets.

Income tax expense of the Company is less than the amounts computed by applying statutory federal income tax rates to income before income taxes because of the following:

	Percentage of Income
	before Income Taxes
	Years Ended December 31,
	2013			2012			2011
Tax at statutory rates		34.0	%		34.0	%		34.0	%
Tax exempt interest income, net of interest expense disallowance		(6.7	)		(6.9	)		(7.5	)
Incentive stock options		0.4			0.3			0.5
Earnings and proceeds on life insurance		(3.7	)		(1.2	)		(1.2	)
Other		0.2			0.3			0.2
		24.2	%		26.5	%		26.0	%

The income tax provision includes $300,000, $482,000 and $331,000 of income taxes relating to realized securities gains for the years ended December 31, 2013, 2012 and 2011, respectively.

60

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 9 - INCOME TAXES (CONTINUED)

The net deferred tax asset included in other assets in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:

	2013		2012
	(In Thousands)
Deferred tax assets:
Allowance for loan losses	$	1,941	$	1,871
Deferred compensation		496		500
Purchase price adjustment		1,215		1,458
Other		303		292
Foreclosed real estate valuation allowance		54		48
Net unrealized loss on securities		1,337		-
Total Deferred Tax Assets		5,346		4,169
Deferred tax liabilities:
Premises and equipment		327		334
Deferred loan fees		200		213
Net unrealized gains on securities		-		1,443
Total Deferred Tax Liabilities		527		1,990
Net Deferred Tax Asset	$	4,819	$	2,179

The Company recorded a deferred tax asset in the amount of $263,000 in 2011 related to a net operating loss carry forward resulting from its acquisition of North Penn.  The Company has fully utilized the net operating loss carry forward through its tax year ending in 2012. The Company’s federal and state income tax returns for taxable years through 2009 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue. North Penn’s income tax returns though 2008 have been closed for purposes of examination by the Internal Revenue Service.

NOTE 10 - REGULATORY MATTERS AND STOCKHOLDERS’ EQUITY

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

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2013 and 2012, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

61

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 10 - REGULATORY MATTERS AND STOCKHOLDERS’ EQUITY (CONTINUED)

As of December 31, 2013, the most recent notification from the regulators has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the table:

									To be Well Capitalized
									under Prompt
							For Capital Adequacy		Corrective Action
	Actual						Purposes		Provision
	Amount			Ratio			Amount	Ratio	Amount	Ratio
	(Dollars in Thousands)
As of December 31, 2013:
Total capital (to risk-weighted assets)		$	85,667		16.86	%	$  ≥40,660	≥8.00%	$  ≥50,825	≥10.00%
Tier 1 capital (to risk-weighted assets)			79,959		15.73		≥20,330	≥4.00	≥30,495	≥6.00
Tier 1 capital (to average assets)			79,959		11.51		≥27,792	≥4.00	≥34,740	≥5.00
As of December 31, 2012:
Total capital (to risk-weighted assets)		$	80,747		16.74	%	$  ≥38,596	≥8.00%	$  ≥48,245	≥10.00%
Tier 1 capital (to risk-weighted assets)			75,245		15.60		≥19,298	≥4.00	≥28,947	≥6.00
Tier 1 capital (to average assets)			75,245		11.20		≥26,862	≥4.00	≥33,577	≥5.00

The Company’s ratios do not differ significantly from the Bank’s ratios presented above.

The Bank is required to maintain average cash reserve balances in vault cash or with the Federal Reserve Bank. The amount of these restricted cash reserve balances at December 31, 2013 and 2012 was approximately $480,000 and $430,000, respectively.

Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2013, $57,716,000 of retained earnings were available for dividends without prior regulatory approval, subject to the regulatory capital requirements discussed above. Under Federal Reserve regulations, the Bank is limited as to the amount it may lend affiliates, including the Company, unless such loans are collateralized by specific obligations.

NOTE 11 - STOCK OPTION PLAN

The Company’s shareholders approved the Norwood Financial Corp 2006 Stock Option Plan at the Annual Meeting on April 26, 2006. An aggregate of 275,000 shares of authorized but unissued Common Stock of the Company were reserved for future issuance under the Plan. This includes up to 44,000 shares for awards to outside directors. Under this plan, the Company granted 28,600 options, which included 4,000 options granted to outside directors in 2013, 30,250 options, which included 4,950 options granted to outside directors in 2012 and 31,900 options, which included 4,950 options granted to outside directors in 2011.

62

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 11 - STOCK OPTION PLAN (CONTINUED)

Total unrecognized compensation cost related to nonvested options under the Plan was $157,000 as of December 31, 2013, $154,000 as of December 31, 2012 and $130,000 as of December 31, 2011.  Salaries and employee benefits expense includes $162,000, $130,000 and $170,000 of compensation costs related to options for the years ended December 31, 2013, 2012 and 2011, respectively. Net income was reduced by $154,000, $123,000 and $163,000 for the years ended December 31, 2013, 2012 and 2011, respectively.

A summary of the Company’s stock option activity and related information for the years ended December 31 follows:

	2013							2012							2011
				Weighted							Weighted							Weighted
				Average			Average				Average			Average				Average			Aggregate
				Exercise			Intrinsic				Exercise			Intrinsic				Exercise			Intrinsic
	Options			Price			Value	Options			Price			Value	Options			Price			Value
Outstanding, beginning of year		225,670			$	26.27			229,836			$	25.85			207,534			$	25.93		$
Granted		28,600				27.07			30,250				27.05			31,900				24.94
Exercised		(24,127	)			23.83			(20,435	)			22.19			(2,833	)			17.90
Forfeited		(10,603	)			28.92			(13,981	)			26.88			(6,765	)			27.50
Outstanding, end of year		219,540			$	26.64	$146,970		225,670			$	26.27	$256,499		229,836			$	25.85		$	113,352
Exercisable, end of year		190,940			$	26.58	$146,900		196,489			$	26.15	$256,499		199,005			$	25.99		$	112,152

Exercise prices for options outstanding as of December 31, 2013 ranged from $24.44 to $28.95 per share. The weighted average remaining contractual life is 4.8 years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing with the following weighted average assumptions:

	Years Ended December 31,
	2013				2012				2011
Dividend yield			3.49	%			3.27	%			3.30	%
Expected life		10 years				10 years				7 years
Expected volatility			25.91	%			25.37	%			25.35	%
Risk-free interest rate			3.01	%			1.76	%			1.39	%
Weighted average fair value of options granted		$	5.72			$	5.61			$	4.70

The expected volatility is based on historical volatility. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

Proceeds from stock option exercises totaled $575,000 in 2013. Shares issued in connection with stock option exercises are issued from available treasury shares. If no treasury shares are available, new shares are issued from available authorized shares. During 2013, all the shares issued in connection with stock option exercises, 24,127 shares in total, were issued from available treasury shares.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 11 - STOCK OPTION PLAN (CONTINUED)

All share and per share data have been adjusted to give retroactive effect to the 10% stock dividend declared in 2013.

As of December 31, 2013, outstanding stock options consist of the following:

		Average				Average
	Options	Exercise		Remaining	Options	Exercise
	Outstanding	Price		Life, Years	Exercisable	Price
	15,594	$	27.27	1.0	15,594	$	27.27
	20,796		27.62	2.3	20,796		27.62
	18,700		28.64	3.0	18,700		28.64
	18,700		28.41	4.0	18,700		28.41
	19,800		25.00	5.0	19,800		25.00
	1,100		26.27	5.3	1,100		26.27
	18,700		25.99	6.0	18,700		25.99
	1,100		24.44	6.2	1,100		24.44
	23,650		25.25	7.0	23,650		25.25
	25,850		24.97	8.0	25,850		24.97
	26,950		27.05	9.0	26,950		27.05
	1,100		27.55	9.0	—		—
	2,000		28.95	9.7	—		—
	25,500		26.90	10.0	—		—
Total	219,540				190,940

NOTE 12 - EARNINGS PER SHARE

The following table sets forth the computations of basic and diluted earnings per share:

	Years Ended December 31,
	2013		2012		2011
	(In Thousands, Except Per Share Data)
Numerator, net income	$	8,465	$	8,403	$	7,356
Denominator:
Denominator for basic earnings per share, weighted
average shares		3,627		3,608		3,380
Effect of dilutive securities, employee stock options		5		6		3
Denominator for diluted earnings per share, adjusted weighted average
shares and assumed conversions		3,632		3,614		3,383
Basic earnings per common share	$	2.33	$	2.33	$	2.17
Diluted earnings per common share	$	2.33	$	2.33	$	2.17

Stock options which had no intrinsic value because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation were 129,000, 112,000, and 172,700 for the years ended December 31, 2013, 2012 and 2011, respectively.  All share and per share data have been restated to give retroactive effect to the 10% stock dividend paid in 2013.

64

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 13 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments is as follows:

	December 31,
	2013			2012
	(In Thousands)
Commitments to grant loans		$	22,845		$	17,582
Unfunded commitments under lines of credit			42,575			42,735
Standby letters of credit			5,701			6,128
		$	71,121		$	66,445

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Bank requires collateral supporting these letters of credit when deemed necessary. Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year end.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The fair value hierarchy prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2:	Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable (i.e. supported with little or no market activity).

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2013 and 2012 are as follows:

	Fair Value Measurement Reporting Date using
Description	Total		Level 1		Level 2		Level 3
December 31, 2013
Available for Sale:
U.S. Government agencies	$	33,413	$	—	$	33,413	$	—
States and political subdivisions		59,030		—		59,030		—
Corporate obligations		3,711		—		3,711		—
Mortgage-backed securities-government
sponsored entities		61,650		—		61,650		—
Equity securities-financial services		328		328		—		—
Total available for sale	$	158,132	$	328	$	157,804	$	—
December 31, 2012
Available for Sale:
U.S. Government agencies	$	13,092	$	—	$	13,092	$	—
States and political subdivisions		58,786		—		58,786		—
Corporate obligations		8,868		—		8,868		—
Mortgage-backed securities-government
sponsored entities		64,325		—		64,325		—
Equity securities-financial services		319		319		—		—
Total available for sale	$	145,390	$	319	$	145,071	$	—

66

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2013 and 2012 are as follows:

	Fair Value Measurement Reporting Date using
Description	Total		Level 1		Level 2		Level 3
December 31, 2013
Impaired Loans	$	12,556	$	—	$	—	$	12,556
Foreclosed real estate		1,009		—		—		1,009
December 31, 2012
Impaired Loans	$	11,616	$	—	$	—	$	11,616
Foreclosed real estate		852		—		—		852

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Norwood has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
(In thousands)	Fair Value Estimate			Valuation Techniques	Unobservable Input	Range (Weighted Average)
December 31, 2013
Impaired loans		$	12,556	Appraisal of collateral(1)	Appraisal adjustments(2)		10-15% (10.67)%
Foreclosed real estate owned		$	1,009	Appraisal of collateral(1)	Liquidation expenses(2)		10%
December 31, 2012
Impaired		$	11,616	Appraisal of collateral(1)	Appraisal adjustments(2)		10-30% (24.10%)
Forelcosed real estate owned		$	852	Appraisal of collateral(1)	Liquidation expenses(2)		20%

(1)  Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which

      are not identifiable, less any associated allowance.

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

      and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at December 31, 2013 and 2012.

Cash and cash equivalents (carried at cost):

The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets’ fair values.

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Loans receivable (carried at cost):

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired loans (generally carried at fair value):

The Company measures impairment generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of December 31, 2013, the fair value investment in impaired loans totaled $12,556,000 which included one loan for $1,723,000 for which a valuation allowance of $53,000 had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and twenty loans for $10,886,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan.  As of December 31, 2013, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $3,714,000 over the life of the loans.

As of December 31, 2012, the fair value investment in impaired loans totaled $11,616,000 which included one loan for $551,000 for which a valuation allowance had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and twenty-one loans for $11,074,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan.  As of December 31, 2012, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $2,210,000 over the life of the loans.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Mortgage servicing rights (generally carried at cost)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights.  Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Foreclosed real estate owned (carried at fair value):

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

Restricted investment in Federal Home Loan Bank stock (carried at cost):

The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula. This regulatory stock has no quoted market value and is carried at cost.

Bank owned life insurance (carried at cost):

The fair value is equal to the cash surrender value of the Bank owned life insurance.

Accrued interest receivable and payable (carried at cost):

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities (carried at cost except certificates of deposit which are at fair value):

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings (carried at cost):

The carrying amounts of short-term borrowings approximate their fair values.

Other borrowings (carried at cost):

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-balance sheet financial instruments (disclosed at cost):

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

69

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The estimated fair values of the Bank’s financial instruments were as follows at December 31, 2013 and December 31, 2012. (In thousands)

	Fair Value Measurements at December 31, 2013
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	7,863	$	7,863	$	7,863	$	—	$	—
Securities		158,306		158,309		328		157,981		—
Loans receivable, net		497,389		506,113		—		—		506,113
Mortgage servicing rights		289		289		—		289		—
Regulatory stock		2,877		2,877		2,877		—		—
Bank owned life insurance		17,790		17,790		17,790		—		—
Accrued interest receivable		2,422		2,422		2,422		—		—
Financial liabilities:
Deposits		541,182		542,123		329,753		—		212,370
Short-term borrowings		49,914		49,914		49,914		—		—
Other borrowings		23,761		25,923		—		—		25,923
Accrued interest payable		1,022		1,022		1,022		—		—
Off-balance sheet financial instruments:
Commitments to extend credit and outstanding letters of credit		-		-		-		-		-

	Fair Value Measurements at December 31, 2012
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	12,295	$	12,295	$	12,295	$	—	$	—
Securities		145,563		145,567		319		145,248		—
Loans receivable, net		471,208		485,848		—		—		485,848
Mortgage servicing rights		243		243		—		243		—
Regulatory stock		2,630		2,630		2,630		—		—
Bank owned life insurance		15,357		15,357		15,357		—		—
Accrued interest receivable		2,393		2,393		2,393		—		—
Financial liabilities:
Deposits		524,425		526,080		313,165		—		212,915
Short-term borrowings		28,697		28,697		28,697		—		—
Other borrowings		22,487		25,426		—		—		25,426
Accrued interest payable		1,242		1,242		1,242		—		—
Off-balance sheet financial instruments:
Commitments to extend credit and outstanding letters of  credit		—		—		—		—		—

70

NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in accumulated other comprehensive income (loss) (in thousands) by component, net of tax, for the year ended December 31, 2013:

	Unrealized gains (losses) on available for sale securities (a)
Balance as of December 31, 2012	$	2,797
Other comprehensive loss before reclassification		(4,818	)
Amount reclassified from accumulated other comprehensive income   (loss)		(581	)
Total other comprehensive loss		(5,399	)
Balance as of December 31, 2013	$	(2,602	)

(a)   All amounts are net of tax. Amounts in parentheses indicate debits.

    The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) (in thousands) for the year ended December 31, 2013:

Details about other comprehensive income	Amount Reclassified From Accumulated Other Comprehensive Income (a)	Affected Line Item in the Statement Where Net Income is Presented
Unrealized gains on available for sale securities	$ 881	Net realized gains on sales of securities
	(300)	Income tax expense
	$ 581	Net of tax

(a)   Amounts in parentheses indicate debits to net income.

NOTE 16 – ACQUISITION OF NORTH PENN BANCORP,  INC.

On May 31, 2011, the Company closed on a merger transaction pursuant to which Norwood Financial Corp acquired North Penn Bancorp, Inc. in a stock and cash transaction.  The acquisition was an in-market transaction that expanded the Company’s existing footprint in Monroe County, Pennsylvania and extended its footprint into Lackawanna County, Pennsylvania.

North Penn Bancorp, Inc. was the holding company for North Penn Bank, a Pennsylvania savings bank that conducted its business from a main office in Scranton, Pennsylvania and four branch offices in the northeastern Pennsylvania counties of Lackawanna and Monroe.

Under the terms of the merger agreement, the Company acquired all of the outstanding shares of North Penn Bancorp, Inc. for a total purchase price of approximately $25.4 million.  As a result of the acquisition, the Company issued 530,994 common shares, or 15.75% of the total shares outstanding, to former shareholders of North Penn Bancorp, Inc.  North Penn Bank has been merged into Wayne Bank, with Wayne as the surviving entity.

The acquired assets and assumed liabilities were measured at estimated fair values. Management made significant estimates and exercised significant judgment in accounting for the acquisition. Management measured loan fair values based on loan file reviews (including borrower financial statements or tax returns), appraised

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 16 – ACQUISITION OF NORTH PENN BANCORP,  INC. (CONTINUED)

collateral values, expected cash flows and historical loss factors of North Penn Bank. Real estate acquired through foreclosure was primarily valued based on appraised collateral values. The Company also recorded an identifiable intangible asset representing the core deposit base of North Penn Bank based on management's evaluation of the cost of such deposits relative to alternative funding sources. Management used significant estimates including the average lives of depository accounts, future interest rate levels and the cost of servicing various depository products. Management used market quotations to fair value investment securities and FHLB advances.

The business combination resulted in the acquisition of loans with and without evidence of credit quality deterioration. North Penn Bank's loans were deemed impaired at the acquisition date if the Company did not expect to receive all contractually required cash flows due to concerns about credit quality. Such loans were fair valued and the difference between contractually required payments at the acquisition date and cash flows expected to be collected was recorded as a nonaccretable difference. At the acquisition date, the Company recorded $1.9 million of purchased credit-impaired loans subject to a nonaccretable difference of $1.7 million. The method of measuring carrying value of purchased loans differs from loans originated by the Company (originated loans), and as such, the Company identifies purchased loans and purchased loans with a credit quality discount and originated loans at amortized cost.

North Penn Bank's loans without evidence of credit deterioration were fair valued by discounting both expected principal and interest cash flows using an observable discount rate for similar instruments that a market participant would consider in determining fair value. Additionally, consideration was given to management's best estimates of default rates and payment speeds. At acquisition, North Penn's loan portfolio without evidence of deterioration totaled $119.8 million and was recorded at a fair value of $116.7 million.

The following condensed statement reflects the values assigned to North Penn Bancorp’s net assets as of the acquisition date (in thousands):

Total purchase price				$	25,396
Net Assets Acquired:
Cash	$	15,192
Securities available for sale		12,671
Restricted investments		985
Loans		118,336
Accrued interest receivable		566
Premises & equipment, net		2,931
Core deposit intangible		895
Deferred tax assets		2,715
Other assets		5,403
Time deposits		(51,936	)
Deposits other than time deposits		(83,498	)
Borrowings		(7,776	)
Accrued interest payable		(203	)
Other liabilities		(600	)
					15,681
Goodwill resulting from North Penn Merger				$	9,715

Results of operations for North Penn prior to the acquisition date are not included in the Consolidated Statement of Income for the period ended December 31, 2011. Due to the significant amount of fair value adjustments historical results of North Penn are not relevant to the Company's results of operations.

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NORWOOD FINANCIAL CORP - 2013 CONSOLIDATED FINANCIAL REPORT

NOTE 17 - NORWOOD FINANCIAL CORP (PARENT COMPANY ONLY) FINANCIAL INFORMATION

BALANCE SHEETS

	December 31,
	2013		2012
	(In Thousands)
ASSETS
Cash on deposit in bank subsidiary	$	1,205	$	1,120
Securities available for sale		328		319
Investment in bank subsidiary		87,589		88,412
Other assets		3,835		3,591
Total assets	$	92,957	$	93,442
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities	$	1,093	$	1,021
Stockholders’ equity		91,864		92,421
Total liabilities and stockholders' equity	$	92,957	$	93,442

STATEMENTS OF INCOME

	Years Ended December 31,
	2013			2012			2011
Income:	(In Thousands)
Dividends from bank subsidiary	$	4,216		$	3,971		$	16,496
Other interest income		9			6			9
Net realized gain on sales of securities		—			73			—
		4,225			4,050			16,505
Expenses		267			296			980
		3,958			3,754			15,525
Income tax benefit		(88	)		(74	)		(290	)
		4,046			3,828			15,815
Equity in undistributed earnings of subsidiary		4,419			4,575			(8,459	)
Net Income	$	8,465		$	8,403		$	7,356
Comprehensive Income	$	3,066		$	7,885		$	9,534

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2013			2012			2011
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	8,465		$	8,403		$	7,356
Adjustments to reconcile net income to
net cash provided by operating activities:
Undistributed earnings of bank subsidiary		(4,419	)		(4,575	)		8,459
Net gains on sales of securities		—			(68	)		—
Other, net		(247	)		(181	)		(506	)
Net Cash Provided by Operating Activities		3,799			3,579			15,309
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities		—			114			-
Outlays for business acquisitions		—			—			(10,518	)
Purchase of securities		—			(185	)		—
Net Cash Used in Investing Activities		—			(71	)		(10,518	)
CASH FLOWS FROM FINANCING ACTIVITIES
Stock options exercised		575			455			51
Tax benefit of stock options exercised		39			30			5
ESOP purchase of shares from treasury stock		146			149			153
Acquisition of treasury stock		(319	)		(320	)		(602	)
Cash dividends paid		(4,155	)		(3,932	)		(3,514	)
Net Cash Used in Financing Activities		(3,714	)		(3,618	)		(3,907	)
Net Increase (Decrease) in Cash and Cash Equivalents		85			(110	)		884
CASH AND CASH EQUIVALENTS - BEGINNING		1,120			1,230			346
CASH AND CASH EQUIVALENTS - ENDING	$	1,205		$	1,120		$	1,230

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INVESTOR INFORMATION

STOCK LISTING

Norwood Financial Corp stock is traded on the Nasdaq Global Market under the symbol NWFL. The following firms are known to make a market in the Company’s stock:

Boenning & Scattergood, Inc.  West Conshohocken, PA  800-883-1212	RBC Capital Markets Philadelphia, PA  19103 888-848-4677
Janney Montgomery Scott, LLC  Scranton, PA  18503  800-638-4417	Stifel Nicolaus St. Louis, MO 314-342-2000

TRANSFER AGENT

IST Shareholder Services, 433 S. Carlton Ave., Wheaton, IL  60187. Stockholders who may have questions regarding their stock ownership should contact the Transfer Agent at 800-757-5755.

DIVIDEND CALENDAR

Dividends on Norwood Financial Corp common stock, if approved by the Board of Directors are customarily paid on or about February 1, May 1, August 1 and November 1.

AUTOMATIC DIVIDEND REINVESTMENT PLAN

The Plan, open to all shareholders, provides the opportunity to have dividends automatically reinvested into Norwood stock. Participants in the Plan may also elect to make cash contributions to purchase additional shares of common stock. Shareholders do not incur brokerage commissions for the transactions. Please contact the transfer agent for additional information.

SEC REPORTS AND ADDITIONAL INFORMATION

A copy of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2013 including financial statements and schedules thereto, required to be filed with the Securities and Exchange Commission is available on the Company’s website at www.waynebank.com under the Stockholder Services tab.  A copy of the report may be obtained upon written request of any stockholder, investor or analyst by contacting William S. Lance, Executive Vice President, Chief Financial Officer and Secretary, Norwood Financial Corp., 717 Main Street, PO Box 269, Honesdale, PA  18431, 570-253-1455.

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