UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended September 30, 2014

OR

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

For the transition period from ________________________ to _____________________________

Commission File Number __________________________000-13232_________________________

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2235254
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Bridge and Main Streets, Mifflintown, Pennsylvania	17059
(Address of principal executive offices)	(Zip Code)

(717) 436-8211

(Registrant’s telephone number, including area code)

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

x  Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

x  Yes ¨ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer  x
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes x No

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

Class	Outstanding as of November 7, 2014
Common Stock ($1.00 par value)	4,189,607 shares

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition as of September 30, 2014 and December 31, 2013 (Unaudited)	3
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)	5
	Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2014 and 2013 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	44
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	46
	Signatures	47

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Financial Condition

( Unaudited, in thousands, except share data)

	September 30,			December 31,
	2014			2013
ASSETS
Cash and due from banks	$	7,580		$	8,570
Interest bearing deposits with banks		78			43
Cash and cash equivalents		7,658			8,613
Interest bearing time deposits with banks		-			249
Securities available for sale		150,025			126,046
Restricted investment in Federal Home Loan Bank (FHLB) stock		3,080			1,967
Investment in unconsolidated subsidiary		4,289			4,172
Total loans		287,441			277,798
Less: Allowance for loan losses		(2,336	)		(2,287	)
Total loans, net of allowance for loan losses		285,105			275,511
Premises and equipment, net		6,253			6,330
Other real estate owned		276			281
Bank owned life insurance and annuities		14,720			14,848
Investment in low income housing partnership		3,966			3,990
Core deposit intangible		85			119
Goodwill		2,046			2,046
Mortgage servicing rights		183			167
Accrued interest receivable and other assets		5,023			4,443
Total assets	$	482,709		$	448,782
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	76,132		$	74,611
Interest bearing		309,824			305,034
Total deposits		385,956			379,645
Securities sold under agreements to repurchase		3,996			5,397
Short-term borrowings		14,084			8,400
Long-term debt		22,500			-
Other interest bearing liabilities		1,388			1,356
Accrued interest payable and other liabilities		3,956			4,000
Total liabilities		431,880			398,798
Stockholders' Equity:
Preferred stock, no par value:
Authorized - 500,000 shares, none issued		-			-
Common stock, par value $1.00 per share:
Authorized - 20,000,000 shares
Issued - 4,745,826 shares
Outstanding -
4,189,607 shares at September 30, 2014;
4,196,266 shares at December 31, 2013		4,746			4,746
Surplus		18,398			18,370
Retained earnings		39,474			39,118
Accumulated other comprehensive loss		(1,083	)		(1,659	)
Cost of common stock in Treasury:
556,219 shares at September 30, 2014;
549,560 shares at December 31, 2013		(10,706	)		(10,591	)
Total stockholders' equity		50,829			49,984
Total liabilities and stockholders' equity	$	482,709		$	448,782

See Notes to Consolidated Financial Statements

3

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Income

(Unaudited, in thousands, except share and per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014		2013
Interest income:
Loans, including fees	$	3,566	$	3,743		$	10,778	$	11,140
Taxable securities		529		329			1,419		938
Tax-exempt securities		131		149			387		447
Other interest income		1		3			4		16
Total interest income		4,227		4,224			12,588		12,541
Interest expense:
Deposits		583		711			1,812		2,204
Securities sold under agreements to repurchase		1		1			3		3
Short-term borrowings		3		-			5		-
Long-term debt		69		-			138		-
Other interest bearing liabilities		4		7			12		16
Total interest expense		660		719			1,970		2,223
Net interest income		3,567		3,505			10,618		10,318
Provision for loan losses		110		100			247		266
Net interest income after provision for loan losses		3,457		3,405			10,371		10,052
Non-interest income:
Customer service fees		320		341			878		961
Debit card fee income		213		211			631		610
Earnings on bank-owned life insurance and annuities		108		112			299		317
Trust fees		124		83			331		257
Commissions from sales of non-deposit products		89		73			289		292
Income from unconsolidated subsidiary		54		42			148		146
Fees derived from loan activity		79		14			149		126
Gain on sales of loans		54		84			139		265
Net gain (loss) on sales and calls of securities		2		(1	)		9		-
Gain from life insurance proceeds		-		-			165		-
Other non-interest income		50		64			145		181
Total non-interest income		1,093		1,023			3,183		3,155
Non-interest expense:
Employee compensation expense		1,469		1,358			4,318		3,968
Employee benefits		301		399			1,067		1,245
Occupancy		228		234			747		719
Equipment		114		116			344		350
Data processing expense		391		367			1,141		1,082
Director compensation		48		56			156		169
Professional fees		103		95			301		281
Taxes, other than income		78		120			262		362
FDIC Insurance premiums		76		75			231		247
Loss (gain) on sales of other real estate owned		13		(3	)		24		(37	)
Amortization of intangibles		12		12			34		34
Amortization of investment in low-income housing partnership		120		145			359		290
Other non-interest expense		385		375			1,091		1,004
Total non-interest expense		3,338		3,349			10,075		9,714
Income before income taxes		1,212		1,079			3,479		3,493
Provision for income taxes		154		60			355		459
Net income	$	1,058	$	1,019		$	3,124	$	3,034
Earnings per share
Basic	$	0.25	$	0.24		$	0.74	$	0.72
Diluted	$	0.25	$	0.24		$	0.74	$	0.72
Cash dividends declared per share	$	0.22	$	0.22		$	0.66	$	0.66
Weighted average basic shares outstanding		4,189,998		4,208,567			4,193,895		4,215,009
Weighted average diluted shares outstanding		4,190,342		4,208,972			4,194,184		4,216,000

See Notes to Consolidated Financial Statements

4

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited, in thousands)

	Three Months Ended September 30, 2014									Three Months Ended September 30, 2013
	Before						Net of			Before					Net of
	Tax			Tax			Tax			Tax		Tax			Tax
	Amount			Effect			Amount			Amount		Effect			Amount
Net income	$	1,212		$	(154	)	$	1,058		$	1,079	$	(60	)	$	1,019
Other comprehensive (loss) income:
Unrealized (losses) gains on available for sale securities:
Unrealized holding (losses) gains arising during the period		(543	)		184			(359	)		249		(86	)		163
Unrealized holding losses from unconsolidated subsidiary		(4	)		-			(4	)		-		-			-
Less reclassification adjustment for losses included in net income (1) (3)		(2	)		-			(2	)		1		-			1
Amortization of pension net actuarial cost (2) (3)		10			(3	)		7			51		(17	)		34
Other comprehensive (loss) income		(539	)		181			(358	)		301		(103	)		198
Total comprehensive income	$	673		$	27		$	700		$	1,380	$	(163	)	$	1,217

	Nine Months Ended September 30, 2014									Nine Months Ended September 30, 2013
	Before						Net of			Before						Net of
	Tax			Tax			Tax			Tax			Tax			Tax
	Amount			Effect			Amount			Amount			Effect			Amount
Net income	$	3,479		$	(355	)	$	3,124		$	3,493		$	(459	)	$	3,034
Other comprehensive (loss) income:
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during the period		844			(288	)		556			(2,004	)		681			(1,323	)
Unrealized holding gains (losses) from unconsolidated subsidiary		6			-			6			(16	)		-			(16	)
Less reclassification adjustment for gains included in net income (1) (3)		(9	)		3			(6	)		-			-			-
Amortization of pension net actuarial cost (2) (3)		30			(10	)		20			153			(52	)		101
Other comprehensive income (loss)		871			(295	)		576			(1,867	)		629			(1,238	)
Total comprehensive income	$	4,350		$	(650	)	$	3,700		$	1,626		$	170		$	1,796

See Notes to Consolidated Financial Statements

(1) Amounts are included in gain on calls of securities on the Consolidated Statements of Income as a separate element within total non-interest income.

(2) Amounts are included in the computation of net periodic benefit cost and are included in employee benefits expense on the Consolidated Statements of Income as a separate element within total non-interest expense.

(3) Income tax amounts are included in the provision for income taxes on the Consolidated Statements of Income.

5

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Stockholders' Equity

(Unaudited, in thousands, except share data)

Nine Months Ended September 30, 2014
	Number											Accumulated
	of											Other						Total
	Shares			Common					Retained			Comprehensive			Treasury			Stockholders'
	Outstanding			Stock		Surplus			Earnings			Loss			Stock			Equity
Balance at January 1, 2014		4,196,266		$	4,746	$	18,370		$	39,118		$	(1,659	)	$	(10,591	)	$	49,984
Net income										3,124									3,124
Other comprehensive income													576						576
Cash dividends at $0.66 per share										(2,768	)								(2,768	)
Stock-based compensation							36												36
Purchase of treasury stock		(10,156	)													(182	)		(182	)
Treasury stock issued for stock purchase plans		3,497					(8	)								67			59
Balance at September 30, 2014		4,189,607		$	4,746	$	18,398		$	39,474		$	(1,083	)	$	(10,706	)	$	50,829

Nine Months Ended September 30, 2013
	Number											Accumulated
	of											Other						Total
	Shares			Common					Retained			Comprehensive			Treasury			Stockholders'
	Outstanding			Stock		Surplus			Earnings			Loss			Stock			Equity
Balance at January 1, 2013		4,218,361		$	4,746	$	18,346		$	38,824		$	(1,419	)	$	(10,200	)	$	50,297
Net income										3,034									3,034
Other comprehensive loss													(1,238	)					(1,238	)
Cash dividends at $0.66 per share										(2,784	)								(2,784	)
Stock-based compensation							23												23
Purchase of treasury stock		(24,618	)													(440	)		(440	)
Treasury stock issued for stock purchase plans		2,823					(6	)								54			48
Balance at September 30, 2013		4,196,566		$	4,746	$	18,363		$	39,074		$	(2,657	)	$	(10,586	)	$	48,940

See Notes to Consolidated Financial Statements

6

Juniata Valley Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Nine Months Ended September 30,
	2014			2013
Operating activities:
Net income	$	3,124		$	3,034
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		247			266
Depreciation		361			376
Net amortization of securities premiums		445			335
Net amortization of loan origination costs		4			25
Deferred net loan origination costs		57			5
Amortization of core deposit intangible		34			34
Amortization of investment in low income housing partnership		359			290
Net realized gain on calls and sales of securities		(9	)		-
Net loss (gain) on sales of other real estate owned		24			(37	)
Earnings on bank owned life insurance and annuities		(299	)		(317	)
Deferred income tax expense		96			312
Equity in earnings of unconsolidated subsidiary, net of dividends of $37 and $36		(111	)		(110	)
Stock-based compensation expense		36			23
Mortgage loans originated for sale		(2,292	)		(6,911	)
Proceeds from loans sold to others		2,415			7,129
Gains on sales of loans		(139	)		(265	)
Gain from life insurance proceeds		(165	)		-
Increase in accrued interest receivable and other assets		(941	)		(140	)
Increase (decrease) in accrued interest payable and other liabilities		16			(481	)
Net cash provided by operating activities		3,262			3,568
Investing activities:
Purchases of:
Securities available for sale		(66,191	)		(39,001	)
FHLB stock		(1,113	)		-
Premises and equipment		(284	)		(73	)
Bank owned life insurance and annuities		(56	)		(64	)
Proceeds from:
Sales of securities available for sale		14,631			-
Maturities of and principal repayments on securities available for sale		27,980			30,847
Redemption of FHLB stock		-			(339	)
Bank owned life insurance and annuities		5			6
Life insurance claim		615			-
Sale of other real estate owned		349			444
Sale of other assets		-			18
Investment in low income housing partnership		(335	)		(477	)
Net decrease in interest bearing time deposits with banks		249			598
Net increase in loans		(10,270	)		(6,834	)
Net cash used in investing activities		(34,420	)		(14,875	)
Financing activities:
Net increase (decrease) in deposits		6,311			(3,009	)
Net change in short-term borrowings and securities sold under agreements to repurchase		4,283			12,907
Issuance of long-term debt		22,500			-
Cash dividends		(2,768	)		(2,784	)
Purchase of treasury stock		(182	)		(440	)
Treasury stock issued for employee stock plans		59			48
Net cash provided by financing activities		30,203			6,722
Net decrease in cash and cash equivalents		(955	)		(4,585	)
Cash and cash equivalents at beginning of year		8,613			14,397
Cash and cash equivalents at end of period	$	7,658		$	9,812
Supplemental information:
Interest paid	$	1,943		$	2,273
Income taxes paid		50			695
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to other real estate owned	$	368		$	424
Transfer of loans to other assets		-			18

See Notes to Consolidated Financial Statements

7

JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Basis of Presentation and Accounting Policies

The consolidated financial statements include the accounts of Juniata Valley Financial Corp. (the “Company”) and its wholly owned subsidiary, The Juniata Valley Bank (the “Bank”). All significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (U.S. GAAP) for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three month and nine month periods ended September 30, 2014 are not necessarily indicative of the results for the year ending December 31, 2014. For further information, refer to the consolidated financial statements and notes thereto included in Juniata Valley Financial Corp.’s Annual Report on Form 10-K for the year ended December 31, 2013.

The Company has evaluated events and transactions occurring subsequent to the consolidated statement of financial condition date of September 30, 2014 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

2. Recent Accounting Standards Updates (ASU)

Accounting Standards Update 2014-01, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force)

Issued: January 2014

Summary:  The Low Income Housing Tax Credit is a program designed to encourage investment of private capital for use in the construction and rehabilitation of low income housing, which provides certain tax benefits to investors in those projects.  The amendments in this Update permit a reporting entity that invests in qualified affordable housing projects to account for the investments using a proportional amortization method if certain conditions are met.  If an entity elects the proportional amortization method, it will amortize the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense.  Otherwise, the entity would apply either the equity method or the cost method, as appropriate.

Effective Date and Transition:  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.  If adopted, the amendments 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 Company is currently evaluating the impact of this Update on its consolidated financial statements.

Accounting Standards Update 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)

8

Issued: January 2014

Summary:  The Update clarifies that when 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.

Effective Date and Transition:  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. Early adoption is permitted. If adopted, 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 evaluating the effects this Update will have on its consolidated financial condition or results of operation.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606)

Issued: May 2014

Summary: The amendments in this Update establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and software industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Effective Date and Transition: Public entities will apply the new standard for annual reports beginning after December 15, 2016, including interim periods therein. Three basic transition methods are available – full retrospective, retrospective with certain practical expedients, and a cumulative effect approach. Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (e.g. January 1, 2017) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings. That is, prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP. Early adoption is prohibited under U.S. GAAP. The Company is evaluating the effects this Update will have on its consolidated financial condition or results of operation.

Accounting Standards Update 2014-14, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)

Issued: August 2014

Summary: The amendments in this Update address a practice issue related to the classification of certain foreclosed residential and nonresidential mortgage loans that are either fully or partially guaranteed under government programs. Specifically, creditors should reclassify loans that meet certain conditions to "other receivables" upon foreclosure, rather than reclassifying them to other real estate owned (OREO). The separate other receivable recorded upon foreclosure is to be measured based on the amount of the loan balance (principal and interest) the creditor expects to recover from the guarantor.

Effective Date and Transition: The ASU is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. For all other entities, the amendments are effective for annual periods ending after December 15, 2015, and interim periods beginning after December 15, 2015. Early adoption is permitted, if the entity has already adopted ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. Transition methods include a prospective method and a modified retrospective method; however, entities must apply the same transition method as elected under ASU 2014-04. The Company is evaluating the effects this Update will have on its consolidated financial condition or results of operation.

9

3. Accumulated other Comprehensive loss

Components of accumulated other comprehensive loss, net of tax consisted of the following (in thousands):

	9/30/2014			12/31/2013
Unrealized losses on available for sale securities	$	(194	)	$	(751	)
Unrecognized expense for defined benefit pension		(889	)		(908	)
Accumulated other comprehensive loss	$	(1,083	)	$	(1,659	)

4. Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:

(Amounts, except earnings per share, in thousands)
	Three Months		Three Months
	Ended		Ended
	September 30, 2014		September 30, 2013
Net income	$	1,058	$	1,019
Weighted-average common shares outstanding		4,190		4,208
Basic earnings per share	$	0.25	$	0.24
Weighted-average common shares outstanding		4,190		4,208
Common stock equivalents due to effect of stock options		-		1
Total weighted-average common shares and equivalents		4,190		4,209
Diluted earnings per share	$	0.25	$	0.24

	Nine Months		Nine Months
	Ended		Ended
	September 30, 2014		September 30, 2013
Net income	$	3,124	$	3,034
Weighted-average common shares outstanding		4,194		4,215
Basic earnings per share	$	0.74	$	0.72
Weighted-average common shares outstanding		4,194		4,215
Common stock equivalents due to effect of stock options		-		1
Total weighted-average common shares and equivalents		4,194		4,216
Diluted earnings per share	$	0.74	$	0.72

10

5. Securities

The Company’s investment portfolio includes primarily bonds issued by U.S. Government sponsored agencies (approximately 35%), mortgage-backed securities issued by Government-sponsored agencies and backed by residential mortgages (approximately 38%) and municipal bonds (approximately 26%) as of September 30, 2014. Most of the municipal bonds are general obligation bonds with maturities or pre-refunding dates within 5 years. The remaining 1% of the portfolio includes a group of equity investments in other financial institutions.

The amortized cost and fair value of securities as of September 30, 2014 and December 31, 2013, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because the securities may be called or prepaid with or without prepayment penalties.

	September 30, 2014
Securities Available for Sale					Gross		Gross
	Amortized		Fair		Unrealized		Unrealized
Type and maturity	Cost		Value		Gains		Losses
Obligations of U.S. Government agencies and corporations
Within one year	$	4,016	$	4,059	$	43	$	-
After one year but within five years		41,616		41,063		58		(611	)
After five years but within ten years		6,996		6,740		-		(256	)
		52,628		51,862		101		(867	)
Obligations of state and political subdivisions
Within one year		10,388		10,420		32		-
After one year but within five years		20,172		20,292		138		(18	)
After five years but within ten years		8,623		8,742		123		(4	)
After ten years		342		339		-		(3	)
		39,525		39,793		293		(25	)
Mortgage-backed securities		57,120		56,948		72		(244	)
Equity securities		1,055		1,422		399		(32	)
Total	$	150,328	$	150,025	$	865	$	(1,168	)

	December 31, 2013
Securities Available for Sale					Gross		Gross
	Amortized		Fair		Unrealized		Unrealized
Type and maturity	Cost		Value		Gains		Losses
Obligations of U.S. Government agencies and corporations
Within one year	$	4,177	$	4,192	$	15	$	-
After one year but within five years		48,011		47,578		203		(636	)
After five years but within ten years		27,615		26,508		-		(1,107	)
		79,803		78,278		218		(1,743	)
Obligations of state and political subdivisions
Within one year		8,260		8,314		55		(1	)
After one year but within five years		26,027		26,098		133		(62	)
After five years but within ten years		7,224		7,182		56		(98	)
After ten years		350		338		-		(12	)
		41,861		41,932		244		(173	)
Mortgage-backed securities		4,465		4,469		7		(3	)
Equity securities		1,055		1,367		366		(54	)
Total	$	127,184	$	126,046	$	835	$	(1,973	)

Certain obligations of the U.S. Government and state and political subdivisions are pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law. The carrying value of the pledged assets was $29,120,000 and $31,921,000 at September 30, 2014 and December 31, 2013, respectively.

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In addition to cash received from the scheduled maturities of securities, some investment securities available for sale are sold or called at current market values during the course of normal operations.

Following is a summary of proceeds received from sales or calls of investment securities transactions and the resulting realized gains and losses (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Gross proceeds from sales of securities	$	7,511		$	-		$	14,631		$	-
Securities available for sale:
Gross realized gains from sold and called securities	$	26		$	-		$	43		$	-
Gross realized losses from sold and called securities		(24	)		(1	)		(34	)		-

Accounting Standards Codification (ASC) Topic 320, Investments – Debt and Equity Securities, clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are taken before an assessment is made as to whether the entity will recover the cost basis of the investment. For equity securities, consideration is given to management’s intention and ability to hold the securities until recovery of unrealized losses in assessing potential other-than-temporary impairment. More specifically, factors considered to determine other-than-temporary impairment status for individual equity holdings include the length of time the stock has remained in an unrealized loss position, the percentage of unrealized loss compared to the carrying cost of the stock, dividend reduction or suspension, market analyst reviews and expectations, and other pertinent factors that would affect expectations for recovery or further decline.

In instances when a determination is made that an other-than-temporary impairment exists and the entity does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, the other-than-temporary impairment is separated into the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive (loss) income.

The following table shows gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2014 and December 31, 2013 (in thousands):

	Unrealized Losses at September 30, 2014
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Obligations of U.S. Government agencies and corporations	$	9,014	$	(52	)	$	36,095	$	(815	)	$	45,109	$	(867	)
Obligations of state and political subdivisions		3,773		(8	)		2,456		(17	)		6,229		(25	)
Mortgage-backed securities		35,886		(243	)		96		(1	)		35,982		(244	)
Debt securities		48,673		(303	)		38,647		(833	)		87,320		(1,136	)
Equity securities		102		(4	)		179		(28	)		281		(32	)
Total temporarily impaired securities	$	48,775	$	(307	)	$	38,826	$	(861	)	$	87,601	$	(1,168	)

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	Unrealized Losses at December 31, 2013
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Obligations of U.S. Government agencies and corporations	$	53,438	$	(1,664	)	$	1,921	$	(79	)	$	55,359	$	(1,743	)
Obligations of state and political subdivisions		11,496		(130	)		4,301		(43	)		15,797		(173	)
Mortgage-backed securities		308		(3	)		-		-			308		(3	)
Debt securities		65,242		(1,797	)		6,222		(122	)		71,464		(1,919	)
Equity securities		-		-			266		(54	)		266		(54	)
Total temporarily impaired securities	$	65,242	$	(1,797	)	$	6,488	$	(176	)	$	71,730	$	(1,973	)

At September 30, 2014, 34 U.S. Government agency and corporations securities had unrealized losses that, in the aggregate, totaled 1.9% of amortized cost. Twenty-seven of these securities have been in a continuous loss position for 12 months or more.

At September 30, 2014, 17 obligations of state and political subdivisions had unrealized losses that, in the aggregate, totaled 0.4% of amortized cost. Six of these securities have been in a continuous loss position for 12 months or more.

At September 30, 2014, fifteen mortgage-backed securities had an unrealized loss that totaled 0.4% of amortized cost. One of these securities has been in a continuous loss position for 12 months or more.

The mortgage-backed securities in the Company’s portfolio are government sponsored enterprise (GSE) pass-through instruments issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), which guarantees the timely payment of principal on these investments.

The unrealized losses noted above are considered to be temporary impairments. The decline in the values of the debt securities is due only to interest rate fluctuations, rather than erosion of issuer credit quality. As a result, the payment of contractual cash flows, including principal repayment, is not at risk. As the Company does not intend to sell the securities, does not believe the Company will be required to sell the securities before recovery and expects to recover the entire amortized cost basis, none of the debt securities are deemed to be other-than-temporarily impaired.

Equity securities owned by the Company consist of common stock of various financial services providers and are evaluated quarterly for evidence of other-than-temporary impairment. There were three equity securities that were in an unrealized loss position for 12 months or more as of September 30, 2014. Individually, none of these three equity securities have significant unrealized losses. All of these securities have increased in fair value in the preceding twelve months, and therefore are deemed to be temporarily impaired. Management has identified no other-than-temporary impairment as of, or for the periods ended September 30, 2014, September 30, 2013 and December 31, 2013 in the equity portfolio. Management continues to track the performance of each stock owned to determine if it is prudent to recognize any other-than-temporary impairment charges. The Company has the ability and intent to hold its equity securities until recovery of unrealized losses.

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6. Loans and Related Allowance for Credit Losses

Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the outstanding unpaid principal balances, net of any deferred fees or costs and the allowance for loan losses. Interest income on all loans, other than nonaccrual loans, is accrued over the term of the loans based on the amount of principal outstanding. Unearned income is amortized to income over the life of the loans, using the interest method.

The loan portfolio is segmented into commercial and consumer loans. Commercial loans are comprised of the following classes of loans: (1) commercial, financial and agricultural, (2) commercial real estate, (3) real estate construction, a portion of (4) mortgage loans and (5) obligations of states and political subdivisions. Consumer loans are comprised of a portion of (4) mortgage loans and (6) personal loans.

Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is generally discontinued when the contractual payment of principal or interest has become 90 days past due or reasonable doubt exists as to the full, timely collection of principal or interest. However, it is the Company’s policy to continue to accrue interest on loans over 90 days past due as long as (1) they are guaranteed or well secured and (2) there is an effective means of timely collection in process. When a loan is placed on non-accrual status, all unpaid interest credited to income in the current year is reversed against current period income, 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, accruals are resumed on loans only when the obligation is brought fully current with respect to interest and principal, 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.

The Company originates loans in the portfolio with the intent to hold them until maturity. At the time the Company no longer intends to hold loans to maturity based on asset/liability management practices, the Company transfers loans from its portfolio to held for sale at fair value. Any write-down recorded upon transfer is charged against the allowance for loan losses. Any write-downs recorded after the initial transfers are recorded as a charge to other non-interest expense. Gains or losses recognized upon sale are included in gains on sales of loans which is a component of non-interest income.

The Company also originates residential mortgage loans with the intent to sell. These individual loans are normally funded by the buyer immediately. The Company maintains servicing rights on these loans. Mortgage servicing rights are recognized as an asset upon the sale of a mortgage loan. A portion of the cost of the loan is allocated to the servicing right based upon relative fair value. Servicing rights are intangible assets and are carried at estimated fair value. Adjustments to fair value are recorded as non-interest income and included in gain on sales of loans in the consolidated statements of income.

The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses (“allowance”) represents management’s estimate of losses inherent in the loan portfolio as of the consolidated statement of financial condition date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded lending commitments and is recorded in other liabilities on the consolidated statement of financial condition, when necessary. The amount of the reserve for unfunded lending commitments is not material to the consolidated financial statements. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

For financial reporting purposes, the provision for loan losses charged to current operating income is based on management's estimates, and actual losses may vary from estimates. These estimates are reviewed and adjusted at least quarterly and are reported in earnings in the periods in which they become known.

14

Loans included in any class are considered for charge-off when:

· principal or interest has been in default for 120 days or more and for which no payment has been received during the previous four months;

· all collateral securing the loan has been liquidated and a deficiency balance remains;

· a bankruptcy notice is received for an unsecured loan;

· a confirming loss event has occurred; or

· the loan is deemed to be uncollectible for any other reason.

The allowance for loan losses is maintained at a level considered adequate to offset probable losses on the Company’s existing loans. The analysis of the allowance for loan losses relies heavily on changes in observable trends that may indicate potential credit weaknesses. 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.

In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the level of the allowance for loan losses as of September 30, 2014 was adequate.

There are two components of the allowance: a specific component for loans that are deemed to be impaired; and a general component for contingencies.

A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in 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 loans 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 by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral. For commercial loans secured with real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the current appraisal and the condition of the property. Appraised values may be discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include the estimated costs to sell the property. For commercial loans secured by non-real estate collateral, estimated fair values are determined based on the borrower’s financial statements, inventory reports, aging accounts receivable, equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets. For such loans that are 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 Company generally does not separately identify individual consumer segment loans for impairment disclosures, unless such loans are subject to a restructuring agreement.

Loans whose terms are modified are classified as troubled debt restructurings if the Company grants borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a below-market interest rate based on the loan’s risk characteristics or an extension of a loan’s stated maturity date. Nonaccrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for a sustained period of time after modification. Loans classified as troubled debt restructurings are designated as impaired.

15

The component of the allowance for contingencies relates to other loans that have been segmented into risk rated categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated quarterly or when credit deficiencies arise, such as delinquent loan payments. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans classified as special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified as substandard have one or more well-defined weaknesses that jeopardize the liquidation of the debt. Substandard loans include loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass. Specific reserves may be established for larger, individual classified loans as a result of this evaluation, as discussed above. Remaining loans are categorized into large groups of smaller balance homogeneous loans and are collectively evaluated for impairment. This computation is generally based on historical loss experience adjusted for qualitative factors. The historical loss experience is averaged over a ten-year period for each of the portfolio segments. The ten-year timeframe was selected in order to capture activity over a wide range of economic conditions and has been consistently used by the Company for the past seven years. Qualitative risk factors are reviewed for relevancy each quarter and include:

· National, regional and local economic and business conditions, as well as the condition of various market segments, including the underlying collateral for collateral dependent loans;

· Nature and volume of the portfolio and terms of loans;

· Experience, ability and depth of lending and credit management and staff;

· Volume and severity of past due, classified and nonaccrual loans, as well as other loan modifications;

· Existence and effect of any concentrations of credit and changes in the level of such concentrations; and

· Effect of external factors, including competition.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

Commercial, Financial and Agricultural Lending

The Company originates commercial, financial and agricultural loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment purchases, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is shorter and does not exceed the projected useful life of such machinery and equipment. Most business lines of credit are written with a five year maturity, subject to an annual credit review.

Commercial loans are generally secured with short-term assets; however, in many cases, additional collateral, such as real estate, is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, etc.

In underwriting commercial loans, an analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of conditions affecting the borrower, is performed. Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s analysis.

16

Concentration analysis assists in identifying industry specific risk inherent in commercial, financial and agricultural lending. Mitigants include the identification of secondary and tertiary sources of repayment and appropriate increases in oversight.

Commercial, financial and agricultural loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Commercial Real Estate Lending

The Company engages in commercial real estate lending in its primary market area and surrounding areas. The Company’s commercial real estate portfolio is secured primarily by residential housing, commercial buildings, raw land and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property and are typically secured by personal guarantees of the borrowers.

As economic conditions deteriorate, the Company reduces its exposure in real estate loans with higher risk characteristics. In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Commercial real estate loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions.

Real Estate Construction Lending

The Company engages in real estate construction lending in its primary market area and surrounding areas. The Company’s real estate construction lending consists of commercial and residential site development loans, as well as commercial building construction and residential housing construction loans.

The Company’s commercial real estate construction loans are generally secured with the subject property, and advances are made in conformity with a pre-determined draw schedule supported by independent inspections. Terms of construction loans depend on the specifics of the project, such as estimated absorption rates, estimated time to complete, etc.

In underwriting commercial real estate construction loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Real estate construction loans generally present a higher level of risk than certain other types of loans, particularly during slow economic conditions. The difficulty of estimating total construction costs adds to the risk as well.

Mortgage Lending

The Company’s real estate mortgage portfolio is comprised of consumer residential mortgages and business loans secured by one-to-four family properties. One-to-four family residential mortgage loan originations, including home equity installment and home equity lines of credit loans, are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals. These loans originate primarily within the Company’s market area or with customers primarily from the market area.

The Company offers fixed-rate and adjustable rate mortgage loans with terms up to a maximum of 25-years for both permanent structures and those under construction. The Company’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Company’s residential mortgage loans originate with a loan-to-value of 80% or less. Home equity installment loans are secured by the borrower’s primary residence with a maximum loan-to-value of 80% and a maximum term of 15 years. Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years.

17

In underwriting one-to-four family residential real estate loans, the Company evaluates the borrower’s ability to make monthly payments, the borrower’s repayment history and the value of the property securing the loan. The ability to repay is determined by the borrower’s employment history, current financial conditions, and credit background. The analysis is based primarily on the customer’s ability to repay and secondarily on the collateral or security. Most properties securing real estate loans made by the Company are appraised by independent fee appraisers. The Company generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Company does not engage in sub-prime residential mortgage originations.

Residential mortgage loans and home equity loans generally present a lower level of risk than certain other types of consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position for the loan collateral.

Obligations of States and Political Subdivisions

The Company lends to local municipalities and other tax-exempt organizations. These loans are primarily tax-anticipation notes and, as such, carry little risk. Historically, the Company has never had a loss on any loan of this type.

Personal Lending

The Company offers a variety of secured and unsecured personal loans, including vehicle loans, mobile home loans and loans secured by savings deposits as well as other types of personal loans.

Personal loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis of the borrower’s willingness and financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial conditions and credit background.

Personal loans may entail greater credit risk than do residential mortgage loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

Loan Portfolio Classification

The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of September 30, 2014 and December 31, 2013 (in thousands):

As of September 30, 2014	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, financial and agricultural	$	18,559	$	5,502	$	169	$	-	$	24,230
Real estate - commercial		66,207		16,360		3,277		1,424		87,268
Real estate - construction		14,165		709		3,888		504		19,266
Real estate - mortgage		129,605		4,945		4,001		1,776		140,327
Obligations of states and political subdivisions		11,914		23		-		-		11,937
Personal		4,341		60		12		-		4,413
Total	$	244,791	$	27,599	$	11,347	$	3,704	$	287,441

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As of December 31, 2013	Pass		Special Mention		Substandard		Doubtful		Total
Commercial, financial and agricultural	$	20,388	$	5,658	$	235	$	-	$	26,281
Real estate - commercial		56,867		11,706		5,620		278		74,471
Real estate - construction		15,803		292		1,754		1,832		19,681
Real estate - mortgage		130,706		3,995		4,272		1,486		140,459
Obligations of states and political subdivisions		12,674		28		-		-		12,702
Personal		4,204		-		-		-		4,204
Total	$	240,642	$	21,679	$	11,881	$	3,596	$	277,798

The Company has certain loans in its portfolio that are considered to be impaired. It is the policy of the Company to recognize income on impaired loans that have been transferred to nonaccrual status on a cash basis, only to the extent that it exceeds principal balance recovery. Until an impaired loan is placed on nonaccrual status, income is recognized on the accrual basis. Collateral analysis is performed on each impaired loan at least quarterly, and results are used to determine if a specific reserve is necessary to adjust the carrying value of each individual loan down to the estimated fair value. Generally, specific reserves are carried against impaired loans based upon estimated collateral value until a confirming loss event occurs or until termination of the credit is scheduled through liquidation of the collateral or foreclosure. Charge off will occur when a confirmed loss is identified. Professional appraisals of collateral, discounted for expected selling costs, appraisal age, economic conditions and other known factors are used to determine the charge-off amount. The following tables summarize information regarding impaired loans by portfolio class as of September 30, 2014 and December 31, 2013 (in thousands):

	As of September 30, 2014						As of December 31, 2013
Impaired loans	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial, financial and agricultural	$	14		14	$	-	$	94	$	94	$	-
Real estate - commercial		2,402		2,500		-		2,017		2,142		-
Real estate - construction		336		664		-		504		813		-
Real estate - mortgage		2,961		4,252		-		3,353		4,751		-
Personal		12		12		-		-		-		-
With an allowance recorded:
Real estate - commercial	$	-	$	-	$	-	$	238	$	238	$	26
Real estate - construction		168		201		48		1,478		1,502		93
Real estate - mortgage		592		593		63		365		394		45
Total:
Commercial, financial and agricultural	$	14	$	14	$	-	$	94	$	94	$	-
Real estate - commercial		2,402		2,500		-		2,255		2,380		26
Real estate - construction		504		865		48		1,982		2,315		93
Real estate - mortgage		3,553		4,845		63		3,718		5,145		45
Personal		12		12		-		-		-		-
	$	6,485	$	8,236	$	111	$	8,049	$	9,934	$	164

19

	Three Months Ended September 30  2014						Three Months Ended September 30, 2013
Impaired loans	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis  Interest  Income
With no related allowance recorded:
Commercial, financial and agricultural	$	10	$	-	$	-	$	131	$	2	$	-
Real estate - commercial		1,700		10		-		2,644		21		8
Real estate - construction		169		-		-		169		-		3
Real estate - mortgage		3,044		13		8		3,681		27		9
Personal		6		-		-		-		-		-
With an allowance recorded:
Real estate - commercial	$	768	$	-	$	-	$	124	$	-	$	-
Real estate - construction		346		-		-		2,073		-		-
Real estate - mortgage		472		-		-		456		-		4
Total:
Commercial, financial and agricultural	$	10	$	-	$	-	$	131	$	2	$	-
Real estate - commercial		2,468		10		-		2,768		21		8
Real estate - construction		515		-		-		2,242		-		3
Real estate - mortgage		3,516		13		8		4,137		27		13
Personal		6		-		-		-		-		-
	$	6,515	$	23	$	8	$	9,278	$	50	$	24

	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
Impaired loans	Average Recorded Investment		Interest Income Recognized		Cash  Basis Interest  Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest  Income
With no related allowance recorded:
Commercial, financial and agricultural	$	54	$	-	$	1	$	140	$	7	$	-
Real estate - commercial		2,210		33		24		2,675		63		16
Real estate - construction		420		-		-		1,086		-		5
Real estate - mortgage		3,157		37		64		2,145		38		21
Personal		6				-
With an allowance recorded:
Real estate - commercial	$	119	$	-	$	11	$	-	$	-	$	-
Real estate - construction		823		-		-		1,075		-		-
Real estate - mortgage		479		-		-		1,341		-		7
Total:
Commercial, financial and agricultural	$	54	$	-	$	1	$	140	$	7	$	-
Real estate - commercial		2,329		33		35		2,675		63		16
Real estate - construction		1,243		-		-		2,161		-		5
Real estate - mortgage		3,636		37		64		3,486		38		28
Personal		6		-		-		-		-		-
	$	7,268	$	70	$	100	$	8,462	$	108	$	49

20

The following table presents nonaccrual loans by classes of the loan portfolio as of September 30, 2014 and December 31, 2013 (in thousands):

	September 30, 2014		December 31, 2013
Nonaccrual loans:
Commercial, financial and agricultural	$	14	$	10
Real estate - commercial		1,844		1,331
Real estate - construction		504		1,982
Real estate - mortgage		2,794		2,629
Personal		12		-
Total	$	5,168	$	5,952

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable 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 past due status as of September 30, 2014 and December 31, 2013 (in thousands):

As of September 30, 2014	30-59 Days Past Due		60-89 Days Past Due		Greater  than 90  Days		Total Past  Due		Current		Total Loans		Loans Past  Due greater than 90 Days and Accruing
Commercial, financial and agricultural	$	6	$		$	2	$	8	$	24,222	$	24,230	$	-
Real estate - commercial		-		540		1,844		2,384		84,884		87,268		-
Real estate - construction		226		109		338		673		18,593		19,266		2
Real estate - mortgage		723		1,994		2,925		5,642		134,685		140,327		338
Obligations of states and political subdivisions		-		-		-		-		11,937		11,937		-
Personal		1		-		11		12		4,401		4,413		-
Total	$	956	$	2,643	$	5,120	$	8,719	$	278,722	$	287,441	$	340

As of December 31, 2013	30-59 Days Past Due		60-89 Days Past Due		Greater  than 90 Days		Total Past Due		Current		Total Loans		Loans Past  Due greater than 90 Days and Accruing
Commercial, financial and agricultural	$	19	$	-	$	10	$	29	$	26,252	$	26,281	$	-
Real estate - commercial		35		1,092		947		2,074		72,397		74,471		61
Real estate - construction		239		7		1,801		2,047		17,634		19,681		-
Real estate - mortgage		1,239		2,130		2,585		5,954		134,505		140,459		251
Obligations of states and political subdivisions		-		-		-		-		12,702		12,702		-
Personal		23		1		-		24		4,180		4,204		-
Total	$	1,555	$	3,230	$	5,343	$	10,128	$	267,670	$	277,798	$	312

21

The following table summarizes information regarding troubled debt restructurings by loan portfolio class at September 30, 2014 and December 31, 2013, in thousands of dollars.

	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Recorded Investment
As of September 30, 2014
Accruing troubled debt restructurings:
Real estate - mortgage		6	$	392	$	420	$	396
Non-accruing troubled debt restructurings:
Real estate - mortgage		1		364		371		368
		7	$	756	$	791	$	764
As of December 31, 2013
Accruing troubled debt restructurings:
Real estate - commercial		1	$	64	$	64	$	61
Real estate - mortgage		6		694		729		714
		7	$	758	$	793	$	775

The Company’s troubled debt restructurings are also impaired loans, which may result in a specific allocation and subsequent charge-off if appropriate. As of September 30, 2014, there was one specific reserve in the amount of $40,000 and no charge-offs relating to the troubled debt restructurings. The amended terms of the restructured loans vary, whereby interest rates have been reduced, principal payments have been reduced or deferred for a period of time and/or maturity dates have been extended.

The following table summarizes loans whose terms have been modified resulting in troubled debt restructurings during the three and nine months ended September 30, 2014 and September 30, 2013, in thousands of dollars:

	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Recorded Investment
Three months ended September 30, 2014
Accruing troubled debt restructurings:
Real estate - mortgage		1	$	33	$	33	$	33
		1	$	33	$	33	$	33
Nine months ended September 30, 2014
Accruing troubled debt restructurings:
Real estate - mortgage		2	$	82	$	82	$	79
		2	$	82	$	82	$	79

	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Recorded Investment
Three months ended September 30, 2013
Accruing troubled debt restructurings:
Real estate - mortgage		1	$	46	$	50	$	50
		1	$	46	$	50	$	50
Nine months ended September  30, 2013
Accruing troubled debt restructurings:
Real estate - commercial		1	$	64	$	61	$	61
Real estate - mortgage		5		558		569		569
		6	$	622	$	630	$	630

22

One restructured loan with a balance of $369,000 was in default as it was delinquent in excess of 90 days with respect to the terms of the restructuring as of September 30, 2014 and was placed in non-accrual status as of June 30, 2014. There have been no defaults of troubled debt restructurings that took place during the three or nine months ended September 30, 2014 and 2013 within 12 months of restructure.

The following tables summarize the activity in the allowance for loan losses and related investments in loans receivable (in thousands):

As of, and for the period ended, September 30, 2014

	Commercial, financial and agricultural			Real estate - commercial			Real estate -  construction			Real estate -  mortgage			Obligations  of states and political subdivisions		Personal			Total
Allowance for loan losses:
Beginning balance, June 30, 2014	$	225		$	689		$	195		$	1,208		$	-	$	41		$	2,358
Charge-offs		(2	)		(87	)		(18	)		(23	)		-		(5	)		(135	)
Recoveries		-			1			-			-			-		2			3
Provisions		9			19			(1	)		80			-		3			110
Ending balance,September 30, 2014	$	232		$	622		$	176		$	1,265		$	-	$	41		$	2,336
Beginning balance, January 1, 2014	$	253		$	534		$	212		$	1,246		$	-	$	42		$	2,287
Charge-offs		(4	)		(92	)		(18	)		(86	)		-		(8	)		(208	)
Recoveries		3			5			-			-			-		2			10
Provisions		(20	)		175			(18	)		105			-		5			247
Ending balance,September 30, 2014	$	232		$	622		$	176		$	1,265		$	-	$	41		$	2,336

	Commercial, financial and agricultural		Real estate - commercial		Real estate -  construction		Real estate -  mortgage		Obligations  of states and political subdivisions		Personal		Total
Allowance for loan losses:
Ending balance	$	232	$	622	$	176	$	1,265	$	-	$	41	$	2,336
evaluated for impairment
individually	$	-	$	-	$	48	$	63	$	-	$	-	$	111
collectively	$	232	$	622	$	128	$	1,202	$	-	$	41	$	2,225
Loans:
Ending balance	$	24,230	$	87,268	$	19,266	$	140,327	$	11,937	$	4,413	$	287,441
evaluated for impairment
individually	$	14	$	2,402	$	504	$	3,553	$	-	$	12	$	6,485
collectively	$	24,216	$	84,866	$	18,762	$	136,774	$	11,937	$	4,401	$	280,956

23

As of, and for the period ended, September 30, 2013

	Commercial, financial and agricultural			Real estate - commercial			Real estate - construction		Real estate - mortgage			Obligations of states and political subdivisions		Personal			Total
Allowance for loan losses:
Beginning balance, July 1, 2013	$	200		$	554		$	258	$	1,317		$	-	$	46		$	2,375
Charge-offs		-			-			-		(21	)		-		(3	)		(24	)
Recoveries		14			-			-		-			-		2			16
Provisions		28			(39	)		87		24			-		-			100
Ending balance, September 30, 2013	$	242		$	515		$	345	$	1,320		$	-	$	45		$	2,467
Beginning balance, January 1, 2013	$	179		$	463		$	202	$	2,387		$	-	$	50		$	3,281
Charge-offs		(4	)		-			-		(1,080	)		-		(16	)		(1,100	)
Recoveries		14			-			-		-			-		6			20
Provisions		53			52			143		13			-		5			266
Ending balance, September 30, 2013	$	242		$	515		$	345	$	1,320		$	-	$	45		$	2,467

	Commercial, financial and agricultural		Real estate - commercial		Real estate - construction		Real estate - mortgage		Obligations of states and political subdivisions		Personal		Total
Allowance for loan losses:
Ending balance	$	242	$	515	$	345	$	1,320	$	-	$	45	$	2,467
evaluated for impairment
individually	$	-	$	-	$	233	$	139	$	-	$	-	$	372
collectively	$	242	$	515	$	112	$	1,181	$	-	$	45	$	2,095
Loans:
Ending balance	$	24,644	$	77,282	$	20,297	$	143,218	$	12,753	$	4,588	$	282,782
evaluated for impairment
individually	$	120	$	2,677	$	2,120	$	4,343	$	-	$	-	$	9,260
collectively	$	24,524	$	74,605	$	18,177	$	138,875	$	12,753	$	4,588	$	273,522

As of December 31, 2013

As of December 31, 2013	Commercial, financial and agricultural		Real estate - commercial		Real estate - construction		Real estate - mortgage		Obligations of states and political subdivisions		Personal		Total
Allowance for loan losses:
Ending balance	$	253	$	534	$	212	$	1,246	$	-	$	42	$	2,287
evaluated for impairment
individually	$	-	$	26	$	93	$	45	$	-	$	-	$	164
collectively	$	253	$	508	$	119	$	1,201	$	-	$	42	$	2,123
Loans:
Ending balance	$	26,281	$	74,471	$	19,681	$	140,459	$	12,702	$	4,204	$	277,798
evaluated for impairment
individually	$	94	$	2,255	$	1,982	$	3,718	$	-	$	-	$	8,049
collectively	$	26,187	$	72,216	$	17,699	$	136,741	$	12,702	$	4,204	$	269,749

24

7. Acquisition

On September 8, 2006, the Company completed the acquisition of a branch office in Richfield, PA. The acquisition included real estate, deposits and loans. The assets and liabilities of the acquired branch office were recorded on the consolidated statement of financial condition at their estimated fair values as of September 8, 2006, and its results of operations have been included in the consolidated statements of income since such date.

Included in the purchase price of the branch was goodwill and core deposit intangible of $2,046,000 and $449,000, respectively. The core deposit intangible is being amortized over a ten-year period on a straight line basis. Core deposit amortization expense was $12,000 and $34,000 in each of the three and nine month periods ending September 30, 2014 and 2013, respectively. Accumulated amortization of core deposit intangible through September 30, 2014 was $364,000. The goodwill is not amortized, but is measured annually for impairment or more frequently if certain events occur which might indicate goodwill has been impaired. There was no impairment of goodwill during either of the three or nine month periods ended September 30, 2014 or 2013.

8. Investment in Unconsolidated Subsidiary

The Company owns 39.16% of the outstanding common stock of Liverpool Community Bank (LCB), Liverpool, PA. This investment is accounted for under the equity method of accounting and is being carried at $4,289,000 as of September 30, 2014. The Company increases its investment in LCB for its share of earnings and decreases its investment by any dividends received from LCB. The investment is evaluated quarterly for impairment. A loss in value of the investment which is determined to be other than a temporary decline would be recognized as a loss in the period in which such determination is made. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of LCB to sustain an earnings capacity which would justify the current carrying value of the investment. There was no impairment of goodwill during either of the three or nine month periods ended September 30, 2014 or 2013.

9. Fair Value Measurement

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. Additional guidance is provided on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes guidance on identifying circumstances when a transaction may not be considered orderly.

Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed, and significant adjustments to the related prices may be necessary to estimate fair value in accordance with fair value measurement and disclosure guidance.

This guidance clarifies that, when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

25

Fair value measurement and disclosure guidance requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, the guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Securities Available for Sale. Debt securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurement from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Equity securities classified as available for sale are reported at fair value using Level 1 inputs.

26

Impaired Loans. Certain impaired loans are reported on a non-recurring basis at the fair value of the underlying collateral since repayment is expected solely from the collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Other Real Estate Owned. Certain assets included in other real estate owned are carried at fair value as a result of impairment and accordingly, are presented as measured on a non-recurring basis. Values are estimated using Level 3 inputs, based on appraisals that consider the sales prices of property in the proximate vicinity.

Mortgage Servicing Rights. The fair value of servicing assets is based on the present value of estimated future cash flows on pools of mortgages stratified by rate and maturity date and are considered Level 3 inputs.

The following table summarizes financial assets and financial liabilities measured at fair value as of September 30, 2014 and December 31, 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands). There were no transfers of assets between fair value Level 1 and Level 2 during the nine months ended September 30, 2014.

			(Level 1)		(Level 2)		(Level 3)
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
	September 30,		for Identical		Observable		Unobservable
	2014		Assets		Inputs		Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations	$	51,862	$	-	$	51,862	$	-
Obligations of state and political subdivisions		39,793		-		39,793		-
Mortgage-backed securities		56,948		-		56,948		-
Equity securities available-for-sale		1,422		1,422		-		-
Measured at fair value on a non-recurring basis:
Impaired loans		3,527		-		-		3,527
Mortgage servicing rights		183		-		-		183

			(Level 1)		(Level 2)		(Level 3)
			Quoted Prices in		Significant		Significant
			Active Markets		Other		Other
	December 31,		for Identical		Observable		Unobservable
	2013		Assets		Inputs		Inputs
Measured at fair value on a recurring basis:
Debt securities available-for-sale:
Obligations of U.S. Government agencies and corporations	$	78,278	$	-	$	78,278	$	-
Obligations of state and political subdivisions		41,932		-		41,932		-
Mortgage-backed securities		4,469		-		4,469		-
Equity securities available-for-sale		1,367		1,367		-		-
Measured at fair value on a non-recurring basis:
Impaired loans		3,300		-		-		3,300
Other real estate owned		50		-		-		50
Mortgage servicing rights		167		-		-		167

27

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

September 30, 2014	Fair Value Estimate		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	3,527	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	(7)% - (15)%		(11	)%
Mortgage servicing rights		183	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term	300% - 400%		357	%

December 31, 2013	Fair Value  Estimate		Valuation Technique	Unobservable Input	Range	Weighted Average
Impaired loans	$	3,300	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	(7)% - (10)%		(9.0	)%
Other real estate owned		50	Appraisal of collateral (1)	Appraisal and liquidation adjustments (2)	0%		0	%
Mortgage servicing rights		167	Multiple of annual servicing fee	Estimated pre-payment speed, based on rate and term	300% - 400%		326	%

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

(2) Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

Fair Value 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, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transactions 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 from the amounts reported at each quarter end.

The information presented below should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is provided only 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.

The following describes the estimated fair value of the Company’s financial instruments as well as the significant methods and assumptions not previously disclosed used to determine these estimated fair values.

Carrying values approximate fair value for cash and due from banks, interest-bearing demand deposits with banks, restricted stock in the Federal Home Loan Bank, loans held for sale, interest receivable, mortgage servicing rights, non-interest bearing deposits, securities sold under agreements to repurchase, short-term borrowings and interest payable. Other than cash and due from banks, which are considered Level 1 inputs, and mortgage servicing rights, which are Level 3 inputs, these instruments are Level 2 inputs.

Interest bearing time deposits with banks - The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.

Loans – For variable-rate loans that reprice frequently and which entail no significant changes in credit risk, carrying values approximated fair value. Substantially all commercial loans and real estate mortgages are variable rate loans. The fair value of other loans (i.e. consumer loans and fixed-rate real estate mortgages) is estimated by calculating the present value of the cash flow difference between the current rate and the market rate, for the average maturity, discounted quarterly at the market rate.

28

Fixed rate time deposits - The estimated fair value is determined by discounting the contractual future cash flows, using the rates currently offered for deposits of similar remaining maturities.

Long term debt and other interest bearing liabilities – The fair value is estimated using discounted cash flow analysis, based on incremental borrowing rates for similar types of arrangements.

Commitments to extend credit and letters of credit – The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit-worthiness of the counterparties. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements.

The estimated fair values of the Company’s financial instruments are as follows (in thousands):

Financial Instruments

(in thousands)

	September 30, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial assets:
Cash and due from banks	$	7,580	$	7,580	$	8,570	$	8,570
Interest bearing deposits with banks		78		78		43		43
Interest bearing time deposits with banks		-		-		249		250
Securities		150,025		150,025		126,046		126,046
Restricted investment in FHLB stock		3,080		3,080		1,967		1,967
Loans, net of allowance for loan losses		285,105		286,338		275,511		282,226
Mortgage servicing rights		183		183		167		167
Accrued interest receivable		1,501		1,501		1,529		1,529
Financial liabilities:
Non-interest bearing deposits		76,132		76,132		74,611		74,611
Interest bearing deposits		309,824		312,421		305,034		308,414
Securities sold under agreements to repurchase		3,996		3,996		5,397		5,397
Short-term borrowings		14,084		14,084		8,400		8,400
Long-term debt		22,500		22,546		-		-
Other interest bearing liabilities		1,388		1,391		1,356		1,358
Accrued interest payable		314		314		287		287
Off-balance sheet financial instruments:
Commitments to extend credit		-		-		-		-
Letters of credit		-		-		-		-

The following presents the carrying amount, fair value and placement in the fair value hierarchy of the Company’s financial instruments not previously disclosed as of September 30, 2014 and December 31, 2013. This table excludes financial instruments for which the carrying amount approximates fair value (in thousands).

29

					(Level 1)		(Level 2)		(Level 3)
					Quoted Prices in
					Active Markets		Significant		Significant
					for Identical		Other		Other
September 30, 2014	Carrying Amount		Fair Value		Assets or Liabilities		Observable Inputs		Unobservable Inputs
Financial instruments - Assets
Loans, net of allowance for loan losses	$	285,105	$	286,338	$	-	$	-	$	286,338
Financial instruments - Liabilities
Interest bearing deposits		309,824		312,421		-		312,421		-
Long-term debt		22,500		22,546				22,546
Other interest bearing liabilities		1,388		1,391		-		1,391		-

					(Level 1)		(Level 2)		(Level 3)
					Quoted Prices in
					Active Markets		Significant		Significant
					for Identical		Other		Other
December 31, 2013	Carrying Amount		Fair Value		Assets or Liabilities		Observable Inputs		Unobservable Inputs
Financial instruments - Assets
Interest bearing time deposits with banks	$	249	$	250	$	-	$	250	$	-
Loans, net of allowance for loan losses		275,511		282,226		-		-		282,226
Financial instruments - Liabilities
Interest bearing deposits		305,034		308,414		-		308,414		-
Other interest bearing liabilities		1,356		1,358		-		1,358		-

10. Defined Benefit Retirement Plan

The Company sponsors a defined benefit retirement Plan (the “Plan”) which covers substantially all of its employees employed prior to December 31, 2007. As of January 1, 2008, the Plan was amended to close the Plan to new entrants. All active participants as of December 31, 2007 became 100% vested in their accrued benefit and, as long as they remained eligible, continued to accrue benefits until December 31, 2012. The benefits are based on years of service and the employee’s compensation. Effective December 31, 2012, the Plan was amended (frozen) to cease future service accruals after that date. The Company’s funding policy is to contribute annually no more than the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide for benefits attributed to service through December 31, 2012. The Company has made no contributions in the first nine months of 2014 and does not expect to contribute to the Plan in the remainder of 2014. Pension expense included the following components for the three and nine month periods ended September 30, 2014 and 2013:

(Dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Components of net periodic pension cost
Interest cost	$	106		$	98		$	319		$	296
Expected return on plan assets		(129	)		(140	)		(388	)		(420	)
Recognized net actuarial loss		10			51			30			153
Net periodic pension (income) cost		(13	)		9			(39	)		29
Amortization of net actuarial loss recognized in other comprehensive income (loss)	$	(10	)	$	(51	)	$	(30	)	$	(153	)
Total recognized in net periodic pension cost and other comprehensive income (loss)	$	(23	)	$	(42	)	$	(69	)	$	(124	)

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11. Commitments, Contingent Liabilities and Guarantees

In the ordinary course of business, the Company makes commitments to extend credit to its customers through letters of credit, loan commitments and lines of credit. At September 30, 2014, the Company had $41,274,000 outstanding in loan commitments and other unused lines of credit extended to its customers as compared to $40,989,000 at December 31, 2013.

The Company does not issue any guarantees that would require liability recognition or disclosure, other than its letters of credit. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, letters of credit have expiration dates within one year of issuance. The credit risk involved in issuing letters of credit is essentially the same as the risks that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. The Company had outstanding $1,373,000 and $1,199,000 of letters of credit commitments as of September 30, 2014 and December 31, 2013, respectively. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of September 30, 2014 for payments under letters of credit issued was not material. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk.

Additionally, the Company has committed to fund and sell qualifying residential mortgage loans to the Federal Home Loan Bank of Pittsburgh in the total amount of $15,000,000. As of September 30, 2014, $11,919,000 remains to be delivered on that commitment, of which none has been committed to borrowers.

12. Subsequent Event

In October 2014, the Board of Directors declared a dividend of $0.22 per share to shareholders of record on November 14, payable on December 1, 2014.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements:

The information contained in this Quarterly Report on Form 10-Q contains forward looking statements (as such term is defined in the Securities Exchange Act of 1934 and the regulations thereunder) including statements which are not historical facts or address trends or management's intentions, plans, beliefs, expectations or opinions.  Such forward looking statements are subject to risks and uncertainties and may be affected by various factors which may cause actual results to differ materially from those in the forward looking statements including, without limitation:

· the impact of adverse changes in the economy and real estate markets, including protracted periods of low-growth and sluggish loan demand;

· the effect of market interest rates, particularly a continuing period of low market interest rates, and relative balances of rate-sensitive assets to rate-sensitive liabilities, on net interest margin and net interest income; the effect of competition on rates of deposit and loan growth and net interest margin;

· increases in non-performing assets, which may result in increases in the allowance for credit losses, loan charge-offs and elevated collection and carrying costs related to such non-performing assets;

· other income growth, including the impact of regulatory changes which have reduced debit card interchange revenue;

· investment securities gains and losses, including other than temporary declines in the value of securities which may result in charges to earnings;

· the level of other expenses, including salaries and employee benefit expenses;

· the increasing time and expense associated with regulatory compliance and risk management;

· the uncertainty and lack of clear regulatory guidance associated with the delay in implementing many of the regulations mandated by the Dodd Frank Act; and

· capital and liquidity strategies, including the expected impact of the capital and liquidity requirements proposed by the Basel III standards.

The Company undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events or otherwise.  For a more complete discussion of certain risks, uncertainties and other factors affecting the Company, refer to the Company’s Risk Factors, contained in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, and Item 1A of Part II of this Quarterly Report on Form 10-Q, a copy of which may be obtained from the Company upon request and without charge (except for the exhibits thereto).

Critical Accounting Policies:

Disclosure of the Company’s significant accounting policies is included in the notes to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Some of these policies require significant judgments, estimates, and assumptions to be made by management, most particularly in connection with determining the provision for loan losses and the appropriate level of the allowance for loan losses, as well as management’s evaluation of the investment portfolio for other-than-temporary impairment, the assessment of goodwill for impairment and the valuation of deferred tax assets. There have been no changes in critical accounting policies since December 31, 2013.

General:

The following discussion relates to the consolidated financial condition of the Company as of September 30, 2014, as compared to December 31, 2013, and the consolidated results of operations for the three and nine months ended September 30, 2014, compared to the same periods in 2013. This discussion should be read in conjunction with the interim consolidated financial statements and related notes included herein.

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Overview:

Juniata Valley Financial Corp. is a Pennsylvania corporation organized in 1983 to be the holding company of The Juniata Valley Bank. The Bank is a state-chartered bank headquartered in Mifflintown, Pennsylvania. Juniata Valley Financial Corp. and its subsidiary bank derive substantially all of their income from banking and bank-related services, including interest earned on residential real estate, commercial mortgage, commercial and consumer loans, interest earned on investment securities and fee income from deposit services and other financial services to its customers through 12 locations in central Pennsylvania. Juniata Valley Financial Corp. also owns 39.16% of Liverpool Community Bank (LCB), located in Liverpool, Pennsylvania. The Company accounts for LCB as an unconsolidated subsidiary using the equity method of accounting.

Financial Condition:

Total assets as of September 30, 2014, were $482.7 million, an increase of 7.6% compared to December 31, 2013. Comparing the balances at September 30, 2014 and December 31, 2013, deposits increased by $6.3 million, with non-interest bearing deposits increasing by $1.5 million and interest-bearing deposits increasing by $4.8 million. The Company’s investment portfolio grew by $24.0 million and borrowings increased by $28.1 million as a result of a leverage strategy put into place in the second quarter of 2014.

The table below shows changes in deposit volumes by type of deposit (in thousands of dollars) between December 31, 2013 and September 30, 2014.

	September 30,		December 31,		Change
	2014		2013		$			%
Deposits:
Demand, non-interest bearing	$	76,132	$	74,611	$	1,521			2.0	%
Interest bearing demand and money market		100,562		89,867		10,695			11.9
Savings		65,136		60,761		4,375			7.2
Time deposits, $100,000 and more		27,799		30,995		(3,196	)		(10.3	)
Other time deposits		116,327		123,411		(7,084	)		(5.7	)
Total deposits	$	385,956	$	379,645	$	6,311			1.7	%

Overall, total loans increased $9.6 million, or 3.5%, between December 31, 2013 and September 30, 2014, as shown in the table below (in thousands of dollars), due to increases in commercial real estate loans. Only slight changes occurred in the remaining loan types.

	September 30,		December 31,		Change
	2014		2013		$			%
Loans:
Commercial, financial and agricultural	$	24,230	$	26,281	$	(2,051	)		(7.8	)%
Real estate - commercial		87,268		74,471		12,797			17.2
Real estate - construction		19,266		19,681		(415	)		(2.1	)
Real estate - mortgage		140,327		140,459		(132	)		(0.1	)
Obligations of states and political subdivisions		11,937		12,702		(765	)		(6.0	)
Personal		4,413		4,204		209			5.0
Total loans	$	287,441	$	277,798	$	9,643			3.5	%

A summary of the activity in the allowance for loan losses for each of the nine-month periods ended September 30, 2014 and 2013 (in thousands) is presented below.

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	Periods Ended September 30,
	2014			2013
Balance of allowance - January 1	$	2,287		$	3,281
Loans charged off		(208	)		(1,100	)
Recoveries of loans previously charged off		10			20
Net charge-offs		(198	)		(1,080	)
Provision for loan losses		247			266
Balance of allowance - end of period	$	2,336		$	2,467
Ratio of net charge-offs during period to average loans outstanding		0.07	%		0.39	%

During the first nine months of 2014, the Company recorded charge-offs of $208,000, slightly offset by $10,000 in recoveries.

As of September 30, 2014, 51 loans, with aggregate outstanding balances of $6,485,000, were individually evaluated for impairment. A collateral analysis was performed on each of these 51 loans in order to establish a portion of the reserve needed to carry impaired loans at fair value. As a result, three loans were determined to have insufficient collateral, and specific reserves, totaling $111,000, were established for the three impaired loans.

Management believes that the specific reserves carried are adequate to cover potential future losses related to these relationships. There are no other material loans classified as loss, doubtful, substandard, or special mention which management expects to significantly impact future operating results, liquidity or capital resources.

Following is a summary of the Bank’s non-performing loans on September 30, 2014 as compared to December 31, 2013.

(Dollar amounts in thousands)

	As of and for the			As of and for the
	nine months ended			year ended
	September 30, 2014			December 31, 2013
Non-performing loans
Non-accrual loans	$	4,799		$	5,952
Accruing loans past due 90 days or more		340			251
Restructured loans in default		369			-
Total	$	5,508		$	6,203
Average loans outstanding	$	278,510		$	276,737
Ratio of non-performing loans to  average loans outstanding		1.98	%		2.24	%

During the second quarter of 2014, the Company initiated a leverage strategy and issued long-term debt in the amount of $22,500,000, with maturities ranging from two years to five years, at fixed rates ranging from 0.63% to 2.0%. The funds were used to purchase investment securities with similar projected average lives.

Stockholders’ equity increased from December 31, 2013 to September 30, 2014 by $845,000, or 1.7%. The market value of securities available for sale was higher on September 30, 2014 compared to December 31, 2013, resulting in an increase of $556,000, net of taxes. Additionally, there was an adjustment to accumulated other comprehensive income of $20,000 to record the amortization of the net actuarial loss of the Company’s defined benefit retirement plan. Treasury shares repurchased, net of shares reissued, reduced shareholders’ equity by $115,000. The Company’s net income exceeded dividends paid by $356,000.

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Subsequent to September 30, 2014, the following event took place:

On October 21, 2014, the Board of Directors declared a cash dividend of $0.22 per share to shareholders of record on November 14, 2014, payable on December 1, 2014.

Comparison of the Three Months Ended September 30, 2014 and 2013

Operations Overview:

Net income for the third quarter of 2014 was $1,058,000, an increase of $39,000, or 3.8%, when compared to the third quarter of 2013. The increase was due primarily to higher net interest income and non-interest income recorded in the third quarter of 2014 as compared to the same period in 2013, partially offset by higher provision for loan losses and provision for taxes recorded during the 2014 period. Basic and diluted earnings per share were $0.25 in the third quarter of 2014, as compared to the $0.24 reported in the third quarter of 2013, representing a 4.2% increase. Presented below are selected key ratios for the two periods:

	Three Months Ended
	September 30,
	2014			2013
Return on average assets (annualized)		0.89	%		0.90	%
Return on average equity (annualized)		8.30	%		8.35	%
Average equity to average assets		10.69	%		10.76	%
Non-interest income, excluding securities gains (losses), as a percentage of average assets (annualized)		0.92	%		0.90	%
Non-interest expense as a percentage of average assets (annualized)		2.80	%		2.95	%

The discussion that follows further explains changes in the components of net income when comparing the third quarter of 2014 with the third quarter of 2013.

Net Interest Income:

Net interest income was $3,567,000 for the third quarter of 2014, as compared to $3,505,000 in the same quarter in 2013. Average earning assets increased by 5.7%, and the net interest margin, on a fully tax equivalent basis, decreased by 14 basis points.

Interest on loans decreased $177,000, or 4.7%, in the third quarter of 2014 as compared to the same period in 2013. A decrease of 33 basis points in the average weighted yield on loans reduced interest income by approximately $232,000. An increase in average loans outstanding of $4.5 million increased interest income by $55,000.

Interest earned on investment securities increased $182,000 in the third quarter of 2014 as compared to the third quarter of 2013, with average balances increasing $19.3 million during the period. Of the $182,000 increase, $78,000 was due to the increase in average balances, while $104,000 was due to yield increases. The overall pre-tax yield on the investment securities portfolio increased during the period by 30 basis points.

Total average earning assets during the third quarter of 2014 were $435.2 million, compared to $411.8 million during the third quarter of 2013, yielding 3.88% in 2014 versus 4.09% in 2013. Average interest-bearing liabilities increased by $17.4 million, and average non-interest bearing deposits increased by $4.1 million. The increase in average interest-bearing liabilities was the result of adding long-term debt during the second quarter of 2014. The cost to fund interest bearing liabilities dropped by 12 basis points, to 0.75%, in the third quarter of 2014 compared to the third quarter of 2013.

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Net interest margin on a fully tax-equivalent basis for the third quarter of 2014 was 3.41%. For the same period in 2013, the fully-tax equivalent net interest margin was 3.55%.

36

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS

(Dollars in thousands)

	Three Months Ended							Three Months Ended
	September 30, 2014							September 30, 2013
	Average				Yield/			Average				Yield/			Increase (Decrease) Due To (6)
	Balance (1)		Interest		Rate			Balance (1)		Interest		Rate			Volume			Rate			Total
ASSETS
Interest earning assets:
Taxable loans (5)	$	264,370	$	3,417		5.17	%	$	260,973	$	3,605		5.53	%	$	47		$	(235	)	$	(188	)
Tax-exempt loans		19,299		149		3.06			18,239		138		3.00			8			3			11
Total loans		283,669		3,566		5.03			279,212		3,743		5.36			55			(232	)		(177	)
Taxable investment securities		116,411		529		1.82			93,414		330		1.41			92			107			199
Tax-exempt investment securities		34,803		131		1.51			38,518		148		1.54			(14	)		(3	)		(17	)
Total investment securities		151,214		660		1.75			131,932		478		1.45			78			104			182
Interest bearing deposits		275		1		1.44			691		3		1.72			(2	)		-			(2	)
Total interest earning assets		435,158		4,227		3.88			411,835		4,224		4.09			131			(128	)		3
Other assets (7)		41,680							41,913
Total assets	$	476,838						$	453,748
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2)	$	102,530		44		0.17		$	95,836		42		0.17			3			1			2
Savings deposits		65,092		16		0.10			61,062		15		0.10			1			(1	)		1
Time deposits		146,254		523		1.42			160,393		654		1.62			(55	)		(77	)		(131	)
Short-term and long-term borrowings and other interest bearing liabilities		31,710		77		0.96			10,934		8		0.29			31			38			69
Total interest bearing liabilities		345,586		660		0.75			328,225		719		0.87			(20	)		(39	)		(59	)
Non-interest bearing liabilities:
Demand deposits		76,421							72,324
Other		3,865							4,356
Stockholders' equity		50,966							48,843
Total liabilities and stockholders' equity	$	476,838						$	453,748
Net interest income and net interest rate spread			$	3,567		3.13	%			$	3,505		3.22	%	$	151		$	(89	)	$	62
Net interest margin on interest earning assets (3)						3.28	%						3.41	%
Net interest income and net interest margin-Tax equivalent basis (4)			$	3,711		3.41	%			$	3,652		3.55	%

Notes:

1) Average balances were calculated using a daily average.

2) Includes interest-bearing demand and money market accounts.

3) Net margin on interest earning assets is net interest income divided by average interest earning assets.

4) Interest on obligations of states and municipalities is not subject to federal income tax. In order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 34%.

5) Non-accruing loans are included in the above table until they are charged off.

6) The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

(7) Includes gross unrealized gains (losses) on securities available for sale.

Provision for Loan Losses:

In the third quarter of 2014, the provision for loan losses was $110,000, as compared to a provision of $100,000 in the third quarter of 2013. Management regularly reviews the adequacy of the loan loss reserve and makes assessments as to specific loan impairment, historical charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. As of September 30, 2014, non-performing loans as a percentage of average outstanding loans was 1.98%, improved from 2.24% on December 31, 2013 and from 2.82% one year ago on September 30, 2013. The improvement in non-performing loans has had a positive effect on the adequacy of the allowance for loan losses, but was offset by provisioning for increased loan balances and concentrations. See the earlier discussion in the Financial Condition section, explaining the information used to determine the provision.

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Non-interest Income:

Non-interest income in the third quarter of 2014 was $1,093,000, compared to $1,023,000 in the third quarter of 2013, representing an increase of $70,000, or 6.8%.

Most significantly impacting non-interest income in the third quarter of 2014 was an increase in fees derived from loan activity, primarily revenues from the sale of title insurance, increasing non-interest income by $65,000. Additionally, there was a lump-sum fee of $39,000 collected on a terminated trust relationship, resulting in elevated trust fees for that period, and commissions from sales of non-deposit products in the third quarter of 2014 were $16,000, or 21.9%, higher than in the same quarter of the previous year.

The Company began originating mortgages to sell on the secondary market, while retaining the servicing rights as a strategic objective early in 2012 and has been successful in building a servicing portfolio of approximately $19.4 million as of September 30, 2014. The mortgage servicing right asset, as of September 30, 2014, was $183,000. Gains on the sale of mortgage loans is made up of origination and servicing fees collected from the buyer, origination points collected from the borrower and an adjustment to the fair value of the mortgage servicing rights asset. In the third quarter of 2014, the total net gain on the sale of mortgage loans was $54,000, a decrease of $30,000, or 35.7%, from the third quarter of 2013, when origination activity was higher.

Customer service fees declined by 6.2% in the third quarter of 2014 as compared to the same period in 2013. The decline in customer service fees relates to fewer occurrences of customer deposit account overdrafts. Earnings on bank-owned life insurance (BOLI) and annuities declined in the third quarter of 2014 by 3.6%, due to the reduction in BOLI policies and matured annuities.

As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities, was 0.92% in the third quarter of 2014 as compared to 0.90% in the third quarter of 2013.

Non-interest Expense:

Total non-interest expense for the third quarter of 2014 was essentially unchanged when compared to the third quarter of 2013 in total, with a slight $11,000, or 0.3%, decrease. Employee compensation expense increased by $111,000 due primarily to higher commissions paid on the sale of non-deposit products. Substantially offsetting the increase in employee compensation expense was a decrease in employee benefits expense of $98,000 in the third quarter of 2014 as compared to the third quarter of 2013, due primarily to decreased costs related to the defined benefit retirement plan that was frozen as of December 31, 2012 and reduced accruals for claims in the Company’s self-funded medical insurance plan.

As a percentage of average assets, annualized non-interest expense was 2.80% in the third quarter of 2014 compared to 2.95% in the third quarter of 2013.

Provision for income taxes:

Income tax expense in the third quarter of 2014 was $154,000 as compared to the $60,000 recorded in the third quarter of 2013. Beginning in the second quarter of 2013, the Company qualified for a federal tax credit for its low-income housing project investment, and the tax provisions for each period reflect the application of the tax credit. For the third quarter of 2014, the tax credit lowered the effective tax rate from 24.5% to 12.7%. In the third quarter of 2013, when earnings from tax exempt sources were lower and the tax credit for the period was higher, the effective tax rate was lowered from 22.8% to 5.6%.

Comparison of the Nine Months Ended September 30, 2014 and 2013

Operations Overview:

Net income for the first nine months of 2014 was $3,124,000, an increase of $90,000, or 3.0%, compared to the first nine months of 2013. The increase was due primarily to higher net interest income and non-interest income and lower provision for loan losses and income tax expense recorded in the first nine months of 2014 as compared to the same period in 2013. These factors were partially offset by higher non-interest expense recorded during the 2014 period. Basic and diluted earnings per share were $0.74 in the first nine months of 2014, representing an increase of 2.8% from the $0.72 earned in the first nine months of 2013. Annualized return on average equity for the first nine months in 2014 was 8.23%, compared to 8.14% for the same period in the prior year, an increase of 1.1%. For the nine months ended September 30, annualized return on average assets was 0.89% in 2014, versus 0.90% in 2013.

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Presented below are selected key ratios for the two periods:

	Nine Months Ended
	September 30,
	2014			2013
Return on average assets (annualized)		0.89	%		0.90	%
Return on average equity (annualized)		8.23	%		8.14	%
Average equity to average assets		10.83	%		11.04	%
Non-interest income, excluding securities gains, as a percentage of average assets (annualized)		0.91	%		0.93	%
Non-interest expense as a percentage of average assets (annualized)		2.88	%		2.88	%

The discussion that follows explains changes in the components of net income when comparing the first nine months of 2014 with the first nine months of 2013.

Net Interest Income:

Net interest income was $10,618,000 for the first nine months of 2014, as compared to $10,318,000 in the same period in 2013, an increase of $300,000, or 2.9%. Average earning assets increased by $17.1million, or 4.2%, while the net interest margin on a fully tax equivalent basis decreased by 5 basis points.

On average, loans outstanding increased by $3.2 million, or 1.1%. Interest on loans decreased $362,000, or 3.2%, in the first nine months of 2014 as compared to the same period in 2013. An average weighted yield decrease of 23 basis points lowered interest income by approximately $449,000, while the higher volume of loans partially offset that decrease by $87,000. 

Interest earned on investment securities increased $421,000 in the first nine months of 2014 as compared to 2013, with average balances increasing $15.3 million during the period. The overall pre-tax yield on the investment securities portfolio increased during the period by 23 basis points.

Average interest-bearing liabilities increased by $9.7 million, and average non-interest bearing deposits grew by $7.1 million. The cost of interest bearing liabilities fell by 12 basis points as a result of the lower general rate environment and the shift in the mix of interest bearing liabilities.

Total average earning assets during the first nine months of 2014 were $425.7 million, compared to $408.6 million during the first nine months of 2013, yielding 3.94% in 2014 versus 4.09% in 2013. Funding costs for the earning assets were 0.62% and 0.72% for the first nine months of 2014 and 2013, respectively. Net interest margin on a fully tax-equivalent basis for the first nine months of 2014 was 3.46%. For the same period in 2013, the fully-tax equivalent net interest margin was 3.51%.

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AVERAGE BALANCE SHEETS AND NET INTEREST INCOME ANALYSIS

(Dollars in thousands)

	Nine Months Ended							Nine Months Ended
	September 30, 2014							September 30, 2013
	Average				Yield/			Average				Yield/			Increase (Decrease) Due To (6)
	Balance (1)		Interest		Rate			Balance (1)		Interest		Rate			Volume			Rate			Total
ASSETS
Interest earning assets:
Taxable loans (5)	$	258,035	$	10,317		5.33	%	$	257,176	$	10,725		5.56	%	$	35		$	(443	)	$	(408	)
Tax-exempt loans		20,475		461		3.01			18,169		415		3.05			52			(6	)		46
Total loans		278,510		10,778		5.16			275,345		11,140		5.39			87			(449	)		(362	)
Taxable investment securities		110,347		1,419		1.71			91,969		938		1.36			209			272			481
Tax-exempt investment securities		34,510		387		1.50			37,621		447		1.58			(36	)		(24	)		(60	)
Total investment securities		144,857		1,806		1.66			129,590		1,385		1.43			173			248			421
Interest bearing deposits		1,749		3		0.23			3,676		16		0.58			(6	)		(7	)		(13	)
Federal funds sold		608		1		0.22			-		-					1			-			1
Total interest earning assets		425,724		12,588		3.94			408,611		12,541		4.09			255			(208	)		47
Other assets (7)		41,346							41,488
Total assets	$	467,070						$	450,099
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Interest bearing demand deposits (2)	$	97,736		124		0.17		$	94,864		121		0.17			4			(1	)		3
Savings deposits		65,039		48		0.10			59,915		54		0.12			4			(10	)		(6	)
Time deposits		149,667		1,640		1.47			163,541		2,029		1.66			(164	)		(225	)		(389	)
Short-term and long term borrowings and other interest bearing liabilities		22,907		158		0.92			7,331		19		0.35			78			61			139
Total interest bearing liabilities		335,349		1,970		0.79			325,651		2,223		0.91			(78	)		(175	)		(253	)
Non-interest bearing liabilities:
Demand deposits		77,175							70,057
Other		3,955							4,698
Stockholders' equity		50,591							49,693
Total liabilities and stockholders' equity	$	467,070						$	450,099
Net interest income and net interest rate spread			$	10,618		3.15	%			$	10,318		3.18	%	$	333		$	(33	)	$	300
Net interest margin on interest earning assets (3)						3.32	%						3.37	%
Net interest income and net interest margin-Tax equivalent basis (4)			$	11,055		3.46	%			$	10,762		3.51	%

Notes:

1) Average balances were calculated using a daily average.

2) Includes interest-bearing demand and money market accounts.

3) Net margin on interest earning assets is net interest income divided by average interest earning assets.

4) Interest on obligations of states and municipalities is not subject to federal income tax. In order to make the net yield comparable on a fully taxable basis, a tax equivalent adjustment is applied against the tax-exempt income utilizing a federal tax rate of 34%.

5) Non-accruing loans are included in the above table until they are charged off.

6) The change in interest due to rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

(7) Includes gross unrealized gains (losses) on securities available for sale.

Provision for Loan Losses:

In the first nine months of 2014, the provision for loan losses was $247,000, as compared to a provision of $266,000 in the first nine months of 2013. Management regularly reviews the adequacy of the loan loss reserve and makes assessments as to specific loan impairment, historical charge-off expectations, general economic conditions in the Bank’s market area, specific loan quality and other factors. See the earlier discussion in the Financial Condition section, explaining the information used to determine the provision.

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Non-interest Income:

Non-interest income in the first nine months of 2014 was $3,183,000, an increase of $28,000, or 0.9%, compared to $3,155,000 in the first nine months of 2013. Most significantly impacting non-interest income in the first nine months of 2014 was the receipt of $165,000 in death benefits related to bank-owned life insurance. Additionally, trust fee income was $74,000, or 28.8%, higher in the first nine months of 2014 as compared to the first nine months of 2013, due primarily to the collection of one-time fees of $79,000 from two terminated accounts in the 2014 period. Further, fees derived from electronic payment activity through the use of debit cards increased by $21,000, or 3.4%, in the first nine months of 2014, as a result of customers’ increased use of electronic payment transactions.

Partially offsetting these reductions in fee income was a $126,000 reduction of fee income related to loan origination, sale and servicing of residential mortgage loans and a reduction of $83,000 in customer service fees on deposit accounts in the nine month period ending September 30, 2014 compared to the same period one year earlier. The decline in customer service fees relates to fewer occurrences of customer deposit account overdrafts.

As a percentage of average assets, annualized non-interest income, exclusive of net gains on the sale of securities, was 0.91% in the first nine months of 2014 versus 0.93% for the same period in 2013.

Non-interest Expense:

Total non-interest expense was $10,075,000 for the first nine months of 2014, $361,000, or 3.7%, higher than in the first nine months of 2013.

Amortization expense associated with the Bank’s investment in a low-income housing project, which first became applicable during the second quarter of 2013, was offset by the recording of the benefit of the tax credit from the project. Excluding the effect of this amortization expense, non-interest expense increased in the first nine months of 2014 by $292,000, or 3.1%, when compared to the same period one year ago. The increase was primarily due to increases in employee compensation and costs associated with foreclosure activities.

Compensation expense for the first nine months of 2014 increased by $350,000 as compared to the first nine months of 2013, due to a number of factors. Full-time equivalent employment increased as of September 30, 2014 as compared to September 30, 2013, and company-wide annual salary adjustments occurred early in the second quarter of 2014. Combined, these two factors added $234,000 to employee compensation expense in the first nine months of 2014. Additionally, commissions paid for sales of non-deposit products increased by $29,000 and accruals for employee incentive bonus increased by $82,000 in the 2014 period as compared to the 2013 period.

Costs of employee benefits was $1,067,000 in the first nine months of 2014 versus $1,245,000 in the first nine months of 2013, representing a reduction of $178,000, or 14.3%. Offsetting the increase in payroll taxes of $62,000, or 17.8%, which resulted from higher employee compensation costs in the first nine months of 2014 as compared to the first nine months of 2013, were lower medical insurance expenses of $207,000, or 42.2%, within the Company’s self-funded plan and lower cost of accounting for the frozen defined benefit plan of $66,000.

Costs associated with foreclosure activity (including losses on the sales of foreclosed assets) were $153,000 through the first nine months of 2014, an increase of $78,000, or 103%, when compared to the same period in 2013 due to an increase in foreclosure activity.

As a percentage of average assets, annualized non-interest expense was 2.88% in each of the nine month periods in 2014 and 2013.

Provision for income taxes:

Income tax expense in the first nine months of 2014 was $355,000 as compared to the $459,000 recorded in the first nine months of 2013. Beginning in the second quarter of 2013, the Company has qualified for a federal tax credit for its low-income housing project investment, and the tax provisions for each period reflect the application of the tax credit. The tax credit recorded in the first nine months of 2014 was $431,000, offsetting $786,000 in regular tax expense; in the first nine months of 2013, the tax credit applied was $371,000, offsetting $830,000 in regular tax expense. For the first nine months of 2014, the tax credit lowered the effective tax rate from 22.6% to 10.2% as compared to the same period in 2013, in which the tax credit lowered the effective tax rate from 23.8% to 13.1%.

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Liquidity:

The objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet the ongoing operational cash needs of the Company and to take advantage of income producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is the primary goal of the Company to maintain a high level of liquidity in all economic environments. Principal sources of asset liquidity are provided by loans and securities maturing in one year or less, and other short-term investments, such as federal funds sold and cash and due from banks. Liability liquidity, which is more difficult to measure, can be met by attracting deposits and maintaining the core deposit base. The Company is a member of the Federal Home Loan Bank of Pittsburgh for the purpose of providing short-term liquidity when other sources are unable to fill these needs. During the first nine months of 2014, overnight borrowings from the Federal Home Loan Bank averaged $2,046,000. As of September 30, 2014, the Company had long-term debt with the Federal Home Loan Bank of $22,500,000, and had remaining unused borrowing capacity with the Federal Home Loan Bank of $94.9 million.

Funding derived from securities sold under agreements to repurchase (accounted for as collateralized financing transactions) is available through corporate cash management accounts for business customers. This product gives the Company the ability to pay interest on corporate checking accounts.

In view of the sources previously mentioned, management believes that the Company's liquidity is capable of providing the funds needed to meet operational cash needs.

Off-Balance Sheet Arrangements:

The Company’s consolidated financial statements do not reflect various off-balance sheet arrangements that are made in the normal course of business, which may involve some liquidity risk, credit risk, and interest rate risk. These commitments consist mainly of loans approved but not yet funded, unused lines of credit and outstanding letters of credit. These commitments were made using the same credit standards as are used for on-balance sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment terms. Letters of credit are conditional commitments issued to guarantee the financial performance obligation of a customer to a third party. Unused commitments and letters of credit at September 30, 2014 were $41,274,000 and $1,373,000, respectively. Because these instruments have fixed maturity dates, and because many of them will expire without being drawn upon, they do not generally present any significant liquidity risk to the Company. Management believes that any amounts actually drawn upon can be funded in the normal course of operations. Additionally, the Company has committed to fund and sell qualifying residential mortgage loans to the Federal Home Loan Bank of Pittsburgh in the total amount of $15,000,000. As of September 30, 2014, $11,919,000 remains to be delivered on that commitment, of which none has been committed to borrowers. 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.

Interest Rate Sensitivity:

Interest rate sensitivity management is overseen by the Asset/Liability Management Committee. This process involves the development and implementation of strategies to maximize net interest margin, while minimizing the earnings risk associated with changing interest rates. Traditional gap analysis identifies the maturity and re-pricing terms of all assets and liabilities. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates. See Item 3 for a description of the complete simulation process and results.

42

Capital Adequacy:

Bank regulatory authorities in the United States issue risk-based capital standards. These capital standards relate a banking company’s capital to the risk profile of its assets and provide the basis by which all banking companies and banks are evaluated in terms of capital adequacy. The risk-based capital standards require all banks to have Tier 1 capital of at least 4% and total capital, including Tier 1 capital, of at least 8% of risk-adjusted assets. Tier 1 capital includes common stockholders’ equity and qualifying perpetual preferred stock together with related surpluses and retained earnings. Total capital is comprised of Tier 1 capital, limited life preferred stock, qualifying debt instruments, and the reserves for possible loan losses. Banking regulators have also issued leverage ratio requirements. The leverage ratio requirement is measured as the ratio of Tier 1 capital to adjusted average assets. At September 30, 2014, the Bank exceeded the regulatory requirements to be considered a "well capitalized" financial institution, i.e., a leverage ratio exceeding 5%, Tier 1 capital exceeding 6% and total capital exceeding 10%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include equity market price risk, interest rate risk, foreign currency risk and commodity price risk. Due to the nature of its operations, only equity market price risk and interest rate risk are significant to the Company.

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Company. The Company’s equity investments consist of common stocks of publicly traded financial institutions.

Declines and volatility in the values of financial institution stocks in the last several years have significantly reduced the likelihood of realizing significant gains in the near-term. Although the Company has realized occasional gains from this portfolio in the past, the primary objective of the portfolio is to achieve value appreciation in the long term while earning consistently attractive after-tax yields from dividends. The carrying value of the financial institutions stocks accounted for 0.3% of the Company’s total assets as of September 30, 2014. Management performs an impairment analysis on the entire investment portfolio, including the financial institutions stocks, on a quarterly basis. For the nine months ended September 30, 2014, no “other-than-temporary” impairment was identified. There is no assurance that declines in market values of the common stock portfolio in the future will not result in “other-than-temporary” impairment charges, depending upon facts and circumstances present.

The equity investments in the Company’s portfolio had an adjusted cost basis of approximately $1,055,000 and a fair value of $1,422,000 at September 30, 2014. Net unrealized gains in this portfolio were approximately $367,000 at September 30, 2014.

In addition to its equity portfolio, the Company’s investment management and trust services revenue could be impacted by fluctuations in the securities markets. A portion of the Company’s trust revenue is based on the value of the underlying investment portfolios. If securities values decline, the Company’s trust revenue could be negatively impacted.

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Company’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Company’s net interest income and changes in the economic value of equity.

43

The primary objective of the Company’s asset-liability management process is to maximize current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent, appropriate and necessary to ensure profitability. A simulation analysis is used to assess earnings and capital at risk from movements in interest rates. The model considers three major factors: (1) volume differences; (2) repricing differences; and (3) timing in its income simulation. As of the most recent model run, data was disseminated into appropriate repricing buckets, based upon the static position at that time. The interest-earning assets and interest-bearing liabilities were assigned a multiplier to simulate how much that particular balance sheet item would re-price when interest rates change. Finally, the estimated timing effect of rate changes is applied, and the net interest income effect is determined on a static basis (as if no other factors were present). As the table below indicates, based upon rate shock simulations on a static basis, the Company’s balance sheet is relatively rate-neutral as rates decline. Each 100 basis point increase results in approximately $625,000 decline in net interest income in the static environment. This negative effect of rising rates is offset to a degree by the positive effect of imbedded options that include loans floating above their floors and likely internal deposit pricing strategies. After applying the effects of options, over a one-year period, the net effect of an immediate 100, 200, 300 and 400 basis point rate increase would change net interest income by $(256,000), $(498,000), $(1,791,000) and $(2,251,000), respectively. Rate shock modeling was done for a declining rate of 25 basis points only, as the federal funds target rate currently is between zero and 0.25%. As the table below indicates, the net effect of interest rate risk on net interest income is minimal in a rising rate environment through a 200 basis point increase. Juniata’s rate risk policies provide for maximum limits on net interest income that can be at risk for 100 through 400 basis point changes in interest rates.

Effect of Interest Rate Risk on Net Interest Income (Dollars in thousands)
Change in Interest Rates (Basis Points)			Change in Net Interest Income Due to  Interest Rate Risk (Static)			Change in Net Interest Income Due to Imbedded Options			Total Change in Net Interest Income
	400		$	(2,500	)	$	249		$	(2,251	)
	300			(1,874	)		83			(1,791	)
	200			(1,250	)		752			(498	)
	100			(625	)		369			(256	)
	0			-			-			-
	(25	)		157			(68	)		89

The net interest income at risk position remained within the guidelines established by the Company’s asset/liability policy.

No material change has been noted in the Bank’s equity value at risk. Please refer to the Annual Report on Form 10-K as of December 31, 2013 for further discussion of this topic.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 30, 2014, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined by the Securities Exchange Act of 1934 (“Exchange Act”), Rule 13a-15(e). Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

44

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions, regardless of how remote.

Attached as Exhibits 31 and 32 to this quarterly report are certifications of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(a) and rule 15d-14(a) of the Exchange Act. This portion of the Company’s quarterly report includes the information concerning the controls evaluation referred to in the certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In the opinion of management of the Company, there are no legal proceedings pending to which the Company or its subsidiary is a party or to which its property is subject, which, if determined adversely to the Company or its subsidiary, would be material in relation to the Company’s or its subsidiary’s financial condition. There are no proceedings pending other than ordinary routine litigation incident to the business of the Company or its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company or its subsidiary by government authorities.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information on repurchases by the Corporation of its common stock in each month of the quarter ended September 30, 2014:

					Total Number of
					Shares Purchased as		Maximum Number of
	Total Number		Average		Part of Publicly		Shares that May Yet Be
	of Shares		Price Paid		Announced Plans or		Purchased Under the
Period	Purchased		per Share		Programs		Plans or Programs (1)
July 1-31, 2014		-	$	-		-		33,819
August 1-31, 2014		-		-		-		33,819
September 1-30, 2014		500		17.95		500		33,319
Totals		500				500		33,319

45

(1) On March 23, 2001, the Company announced plans to buy back 100,000 (200,000 on a post-split basis) shares of its common stock. There is no expiration date to this buyback plan, but subsequent to the initial plan, the Board of Directors authorized the repurchase of 400,000 additional shares in 2005 and then authorized 200,000 additional shares in September of 2008. As of November 7, 2014, the number of shares that may yet be purchased under the program was 33,319. No repurchase plan or program expired during the quarter. The Company has no stock repurchase plan or program that it has determined to terminate prior to expiration or under which it does not intend to make further purchases.

Certain regulatory restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends, loans or advances. At September 30, 2014, $34,445,000 of undistributed earnings of the Bank, included in the consolidated stockholders’ equity, was available for distribution to the Company as dividends without prior regulatory approval, subject to regulatory capital requirements.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

3.1 - Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3 Registration Statement No. 333-129023 filed with the SEC on October 14, 2005)

3.2 – Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s report on Form 8-K filed with the SEC on December 21, 2007)

3.3 - Bylaw Amendment – (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2012

31.1 - Rule 13a – 14(a)/15d – 14(a) Certification of President and Chief Executive Officer

31.2 - Rule 13a – 14(a)/15d – 14(a) Certification of Chief Financial Officer

32.1 - Section 1350 Certification of President and Chief Executive Officer

32.2 - Section 1350 Certification of Chief Financial Officer

101.LAB** - XBRL Taxonomy Extension Label Linkbase

101.PRE** - XBRL Taxonomy Extension Presentation Linkbase

101.INS** - XBRL Instance Document

101.SCH** - XBRL Taxonomy Extension Schema

101.CAL** - XBRL Taxonomy Extension Calculation Linkbase

101.DEF** - XBRL Taxonomy Extension Definition Linkbase

46

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

		Juniata Valley Financial Corp.
		(Registrant)
Date	11-07-2014	By	/s/ Marcie A. Barber
			Marcie A. Barber, President and Chief Executive Officer (Principal Executive Officer)
Date	11-07-2014	By	/s/ JoAnn N. McMinn
			JoAnn N. McMinn, Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

47