UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the Quarterly Period Ended March 31, 2017.

o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act

For the Transition Period from                    to                   .

No. 0-17077

(Commission File Number)

PENNS WOODS BANCORP, INC.

(Exact name of Registrant as specified in its charter) 

PENNSYLVANIA	23-2226454
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

300 Market Street, P.O. Box 967 Williamsport, Pennsylvania	17703-0967
(Address of principal executive offices)	(Zip Code)

(570) 322-1111

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.  YES ý NO o

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).  YES ý NO o

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Small reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o NO ý

On May 1, 2017 there were 4,735,292 shares of the Registrant’s common stock outstanding.

PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

		Page
		Number
Part I	Financial Information
Item 1.	Financial Statements	3
Consolidated Balance Sheet (Unaudited) as of March 31, 2017 and December 31, 2016		3
Consolidated Statement of Income (Unaudited) for the Three Months Ended March 31, 2017 and 2016		4
Consolidated Statement of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2017 and 2016		5
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2017 and 2016		6
Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended March 31, 2017 and 2016		7
Notes to Consolidated Financial Statements (Unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
Part II	Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45
Exhibit Index and Exhibits		46

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Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31,			December 31,
(In Thousands, Except Share Data)	2017			2016
ASSETS:
Noninterest-bearing balances	$	22,494		$	26,766
Interest-bearing balances in other financial institutions	53,166			16,905
Total cash and cash equivalents	75,660			43,671
Investment securities, available for sale, at fair value	136,910			133,492
Investment securities, trading	—			58
Loans held for sale	1,221			1,953
Loans	1,111,100			1,093,681
Allowance for loan losses	(12,905		)	(12,896		)
Loans, net	1,098,195			1,080,785
Premises and equipment, net	24,431			24,275
Accrued interest receivable	3,945			3,672
Bank-owned life insurance	27,521			27,332
Investment in limited partnerships	540			586
Goodwill	17,104			17,104
Intangibles	1,709			1,799
Deferred tax asset	8,039			8,397
Other assets	5,433			5,466
TOTAL ASSETS	$	1,400,708		$	1,348,590
LIABILITIES:
Interest-bearing deposits	$	848,272		$	791,937
Noninterest-bearing deposits	312,392			303,277
Total deposits	1,160,664			1,095,214
Short-term borrowings	8,589			13,241
Long-term borrowings	75,998			85,998
Accrued interest payable	387			455
Other liabilities	15,957			15,433
TOTAL LIABILITIES	1,261,595			1,210,341
SHAREHOLDERS’ EQUITY:
Preferred stock, no par value, 3,000,000 shares authorized; no shares issued	—			—
Common stock, par value $8.33, 15,000,000 shares authorized; 5,007,569 and 5,007,109 shares issued ; 4,735,117 and 4,734,657 shares outstanding	41,729			41,726
Additional paid-in capital	50,091			50,075
Retained earnings	62,071			61,610
Accumulated other comprehensive loss:
Net unrealized loss on available for sale securities	(281		)	(639		)
Defined benefit plan	(4,263		)	(4,289		)
Treasury stock at cost, 272,452	(10,234		)	(10,234		)
TOTAL SHAREHOLDERS’ EQUITY	139,113			138,249
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,400,708		$	1,348,590

See accompanying notes to the unaudited consolidated financial statements.

3

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

	Three Months Ended March 31,
(In Thousands, Except Per Share Data)	2017		2016
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	10,627	$	10,355
Investment securities:
Taxable	542		622
Tax-exempt	298		475
Dividend and other interest income	215		274
TOTAL INTEREST AND DIVIDEND INCOME	11,682		11,726
INTEREST EXPENSE:
Deposits	902		834
Short-term borrowings	4		26
Long-term borrowings	440		492
TOTAL INTEREST EXPENSE	1,346		1,352
NET INTEREST INCOME	10,336		10,374
PROVISION FOR LOAN LOSSES	330		350
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	10,006		10,024
NON-INTEREST INCOME:
Service charges	528		532
Net securities gains, available for sale	197		435
Net securities gains, trading	2		40
Bank-owned life insurance	172		184
Gain on sale of loans	358		467
Insurance commissions	191		206
Brokerage commissions	331		255
Other	872		878
TOTAL NON-INTEREST INCOME	2,651		2,997
NON-INTEREST EXPENSE:
Salaries and employee benefits	4,770		4,580
Occupancy	638		541
Furniture and equipment	649		701
Pennsylvania shares tax	238		258
Amortization of investment in limited partnerships	46		152
Federal Deposit Insurance Corporation deposit insurance	170		232
Marketing	171		210
Intangible amortization	90		87
Other	2,213		2,300
TOTAL NON-INTEREST EXPENSE	8,985		9,061
INCOME BEFORE INCOME TAX PROVISION	3,672		3,960
INCOME TAX PROVISION	986		882
NET INCOME	$	2,686	$	3,078
EARNINGS PER SHARE - BASIC	$	0.57	$	0.65
EARNINGS PER SHARE - DILUTED	$	0.56	$	0.65
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	4,734,805		4,740,503
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	4,761,305		4,740,503
DIVIDENDS DECLARED PER SHARE	$	0.47	$	0.47

See accompanying notes to the unaudited consolidated financial statements.

4

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31,
(In Thousands)	2017			2016
Net Income	$	2,686		$	3,078
Other comprehensive income:
Change in unrealized gain (loss) on available for sale securities	739			2,050
Tax effect	(251		)	(697		)
Net realized gain on available for sale securities included in net income	(197		)	(435		)
Tax effect	67			148
Amortization of unrecognized pension loss	39			39
Tax effect	(13		)	(14		)
Total other comprehensive income	384			1,091
Comprehensive income	$	3,070		$	4,169

See accompanying notes to the unaudited consolidated financial statements.

5

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS (INCOME)			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, December 31, 2015	5,004,984	$	41,708	$	49,992	$	58,038		$	(3,799	)	$	(9,660	)	$	136,279
Net income						3,078									3,078
Other comprehensive income									1,091						1,091
Dividends declared, ($0.47 per share)						(2,228		)							(2,228		)
Common shares issued for employee stock purchase plan	550	5		12											17
Purchase of treasury stock (14,600 shares)												(574		)	(574		)
Balance, March 31, 2016	5,005,534	$	41,713	$	50,004	$	58,888		$	(2,708	)	$	(10,234	)	$	137,663

	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS (INCOME)			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT
Balance, December 31, 2016	5,007,109	$	41,726	$	50,075	$	61,610		$	(4,928	)	$	(10,234	)	$	138,249
Net income						2,686									2,686
Other comprehensive income									384						384
Dividends declared, ($0.47 per share)						(2,225		)							(2,225		)
Common shares issued for employee stock purchase plan	460	3		16											19
Balance, March 31, 2017	5,007,569	$	41,729	$	50,091	$	62,071		$	(4,544	)	$	(10,234	)	$	139,113

See accompanying notes to the unaudited consolidated financial statements.

6

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
(In Thousands)	2017			2016
OPERATING ACTIVITIES:
Net Income	$	2,686		$	3,078
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	719			863
Amortization of intangible assets	90			87
Provision for loan losses	330			350
Accretion and amortization of investment security discounts and premiums	255			228
Net securities gains, available for sale	(197		)	(435		)
Originations of loans held for sale	(10,964		)	(12,617		)
Proceeds of loans held for sale	12,054			13,327
Gain on sale of loans	(358		)	(467		)
Net securities gains, trading	(2		)	(40		)
Proceeds from the sale of trading securities	169			2,930
Purchases of trading securities	(109		)	(2,877		)
Earnings on bank-owned life insurance	(172		)	(184		)
Decrease in deferred tax asset	174			15
Other, net	(143		)	(1,516		)
Net cash provided by operating activities	4,532			2,742
INVESTING ACTIVITIES:
Proceeds from sales of available for sale securities	2,652			19,839
Proceeds from calls and maturities of available for sale securities	3,958			6,535
Purchases of available for sale securities	(9,699		)	(3,270		)
Net (increase) decrease in loans	(18,200		)	3,918
Acquisition of premises and equipment	(557		)	(732		)
Proceeds from the sale of foreclosed assets	586			6
Purchase of bank-owned life insurance	(30		)	(27		)
Proceeds from redemption of regulatory stock	1,162			2,155
Purchases of regulatory stock	(1,007		)	(989		)
Net cash (used for) provided by investing activities	(21,135		)	27,435
FINANCING ACTIVITIES:
Net increase in interest-bearing deposits	56,335			38,422
Net increase (decrease) in noninterest-bearing deposits	9,115			(10,721		)
Repayment of long-term borrowings	(10,000		)	—
Net decrease in short-term borrowings	(4,652		)	(30,764		)
Dividends paid	(2,225		)	(2,228		)
Issuance of common stock	19			17
Purchases of treasury stock	—			(574		)
Net cash provided by (used for) financing activities	48,592			(5,848		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	31,989			24,329
CASH AND CASH EQUIVALENTS, BEGINNING	43,671			22,796
CASH AND CASH EQUIVALENTS, ENDING	$	75,660		$	47,125

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	1,414	$	1,339
Income taxes paid	—		950
Transfer of loans to foreclosed real estate	460		25

See accompanying notes to the unaudited consolidated financial statements.

7

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.  Basis of Presentation

The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., Luzerne Bank, and Jersey Shore State Bank (Jersey Shore State Bank and Luzerne Bank are referred to together as the “Banks”) and Jersey Shore State Bank’s wholly-owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”).  All significant inter-company balances and transactions have been eliminated in the consolidation.

The interim financial statements are unaudited, but in the opinion of management reflect all adjustments necessary for the fair presentation of results for such periods.  The results of operations for any interim period are not necessarily indicative of results for the full year.  These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented on pages 39 through 48 of the Form 10-K for the year ended December 31, 2016.

In reference to the attached financial statements, all adjustments are of a normal recurring nature pursuant to Rule 10-01(b) (8) of Regulation S-X.

Note 2.  Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component shown net of tax as of March 31, 2017 and 2016 were as follows:

	Three Months Ended March 31, 2017									Three Months Ended March 31, 2016
(In Thousands)	Net Unrealized Gain on Available for Sale Securities			Defined Benefit  Plan			Total			Net Unrealized Gain (Loss) on Available for Sale Securities			Defined Benefit  Plan			Total
Beginning balance	$	(639	)	$	(4,289	)	$	(4,928	)	$	258		$	(4,057	)	$	(3,799	)
Other comprehensive income before reclassifications	488			—			488			1,353			—			1,353
Amounts reclassified from accumulated other comprehensive loss	(130		)	26			(104		)	(287		)	25			(262		)
Net current-period other comprehensive income	358			26			384			1,066			25			1,091
Ending balance	$	(281	)	$	(4,263	)	$	(4,544	)	$	1,324		$	(4,032	)	$	(2,708	)

The reclassifications out of accumulated other comprehensive loss shown, net of tax and parenthesis indicating debits to net income, as of March 31, 2017 and 2016 were as follows:

Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item  in the Consolidated  Statement of Income
	Three Months Ended March 31, 2017			Three Months Ended March 31, 2016
Net unrealized gain on available for sale securities	$	197		$	435		Net securities gains, available for sale
Income tax effect	(67		)	(148		)	Income tax provision
Total reclassifications for the period	$	130		$	287
Net unrecognized pension costs	$	(39	)	$	(39	)	Salaries and employee benefits
Income tax effect	13			14			Income tax provision
Total reclassifications for the period	$	(26	)	$	(25	)

8

Note 3.  Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The core principle of the update is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact the adoption of the standard will have on the Company's financial position or results of operation.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet.  A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.  A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact on the financial statements. Based on the Company's preliminary analysis of its current portfolio, the impact to the Company's balance sheet is estimated to result in less than a 1 percent increase in assets and liabilities. The Company also anticipates additional disclosures to be provided at adoption, or this update is not expected to have a significant impact on the Company's financial statements.

In March 2016, the FASB issued ASU 2016-04, Liabilities - Extinguishments of Liabilities (Subtopic 405-20). The standard provides that liabilities related to the sale of prepaid stored-value products within the scope of this Update are financial liabilities. The amendments in the Update provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage for those liabilities be accounted for consistent with the breakage guidance in Topic 606. The amendments in this update are effective for public business entities, certain not-for-profit entities, and certain employee benefit plans for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within fiscal

9

years beginning after December 15, 2019. Earlier application is permitted, including adoption in an interim period. This update is not expected to have a significant impact on the Company’s financial statements.

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815). The amendments in this update apply to all reporting entities for which there is a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815. The standards in this Update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815does not, in and of itself, require designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. An entity has an option to apply the amendments in this Update on either a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the ASU is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing diversity in practice. Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), which requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. Consequently, the amendments in this Update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, earlier adoption should be in the first interim period if an entity issues interim financial statements. The amendments in this Update should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.

10

In October 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), which requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. This Update, among others things, clarifies that guarantee fees within the scope of Topic 460, Guarantees, (other than product or service warranties) are not within the scope of Topic 606. The effective date and transition requirements for ASU 2016-20 are the same as the effective date and transition requirements for the new revenue recognition guidance. For public entities with a calendar year-end, the new guidance is effective in the quarter and year beginning January 1, 2018. For all other entities with a calendar year-end, the new guidance is effective in the year ending December 31, 2019, and interim periods in 2020. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which provides a more robust framework to use in determining when a set of assets and activities (collectively referred to as a “set”) is a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update should be applied prospectively on or after the effective date. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021.

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20). The amendments in this Update clarify what constitutes a financial asset within the scope of Subtopic 610-20. The amendments also clarify that entities should identify each distinct nonfinancial asset or in substance nonfinancial asset that is promised to a counterparty and to derecognize each asset when the counterparty obtains control. There is also additional guidance provided for partial sales of a nonfinancial asset and when derecognition, and the related gain or loss, should be recognized. The amendments in this Update are effective at the same time as the amendments in Update 2014-09. Therefore, for public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. For all other entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.

11

In February 2017, the FASB issued ASU 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). This Update relates primarily to the reporting by an employee benefit plan for its interest in a master trust, which is a trust for which a regulated financial institution serves as a trustee or custodian and in which assets of more than one plan sponsored by a single employer or by a group of employers under common control are held. For each master trust in which a plan holds an interest, the amendments in this Update require a plan's interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments in this Update remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trusts balances in each general type of investments. There are also increased disclosure requirements for investments in master trusts. The amendments in this Update are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

Note 4. Per Share Data

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share. There were a total of 96,500 stock options, with an average exercise price of $43.61, outstanding on March 31, 2017. These options were included, on a weighted average basis, in the computation of diluted earnings per share for the period due to the average market price of common shares of $46.94 being in excess of the exercise price of the options. There were a total of 32,500 stock options outstanding for the same period end in 2016 that had an average exercise price of $42.03 and were excluded from the computation of diluted earnings per share because the average market price of common shares was $39.02 for the period. Net income as presented on the consolidated statement of income will be used as the numerator.  The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive earnings per share computation.

	Three Months Ended March 31,
	2017	2016
Weighted average common shares outstanding - basic	4,734,805	4,740,503
Dilutive effect of outstanding stock options	26,500	—
Weighted average common shares outstanding - diluted	4,761,305	4,740,503

12

Note 5. Investment Securities

The amortized cost, gross unrealized gains and losses, and fair values of investment securities available for sale at March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available for sale (AFS):
Mortgage-backed securities	$	5,057	$	128	$	(113	)	$	5,072
Asset-backed securities	56		—		—			56
State and political securities	64,809		758		(237		)	65,330
Other debt securities	56,883		120		(1,700		)	55,303
Total debt securities	126,805		1,006		(2,050		)	125,761
Financial institution equity securities	9,231		667		—			9,898
Non-financial institution equity securities	1,300		—		(49		)	1,251
Total equity securities	10,531		667		(49		)	11,149
Total investment securities AFS	$	137,336	$	1,673	$	(2,099	)	$	136,910

	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available for sale (AFS):
Mortgage-backed securities	$	9,295	$	182	$	(164	)	$	9,313
Asset-backed securities	109		—		—			109
State and political securities	60,777		666		(509		)	60,934
Other debt securities	53,046		137		(2,065		)	51,118
Total debt securities	123,227		985		(2,738		)	121,474
Financial institution equity securities	9,566		969		—			10,535
Non-financial institution equity securities	1,667		—		(184		)	1,483
Total equity securities	11,233		969		(184		)	12,018
Total investment securities AFS	$	134,460	$	1,954	$	(2,922	)	$	133,492

The amortized cost and fair values of trading investment securities at March 31, 2017 and December 31, 2016 are as follows.

	March 31, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In Thousands)	Cost		Gains		Losses		Value
Trading:
Non-financial institution equity securities	$	—	$	—	$	—	$	—
Total trading securities	$	—	$	—	$	—	$	—

13

	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(In Thousands)	Cost		Gains		Losses		Value
Trading:
Non-financial institution equity securities	$	56	$	2	$	—	$	58
Total trading securities	$	56	$	2	$	—	$	58

Total net realized trading gains of $2,000 for the three month period ended March 31, 2017 compared to the net realized trading gain of $40,000 for the three month period ended March 31, 2016 were included in the Consolidated Statement of Income.

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at March 31, 2017 and December 31, 2016.

	March 31, 2017
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In Thousands)	Value		Losses			Value		Losses			Value		Losses
Available for sale (AFS):
Mortgage-backed securities	$	3,480	$	(113	)	$	—	$	—		$	3,480	$	(113	)
Asset-backed securities	—		—			—		—			—		—
State and political securities	18,292		(237		)	—		—			18,292		(237		)
Other debt securities	29,664		(983		)	13,391		(717		)	43,055		(1,700		)
Total debt securities	51,436		(1,333		)	13,391		(717		)	64,827		(2,050		)
Financial institution equity securities	—		—			—		—			—		—
Non-financial institution equity securities	1,251		(49		)	—		—			1,251		(49		)
Total equity securities	1,251		(49		)	—		—			1,251		(49		)
Total investment securities AFS	$	52,687	$	(1,382	)	$	13,391	$	(717	)	$	66,078	$	(2,099	)

	December 31, 2016
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In Thousands)	Value		Losses			Value		Losses			Value		Losses
Available for sale (AFS):
Mortgage-backed securities	$	3,572	$	(106	)	$	3,627	$	(58	)	$	7,199	$	(164	)
Asset-backed securities	—		—			—		—			—		—
State and political securities	26,113		(509		)	—		—			26,113		(509		)
Other debt securities	28,140		(1,179		)	12,240		(886		)	40,380		(2,065		)
Total debt securities	57,825		(1,794		)	15,867		(944		)	73,692		(2,738		)
Financial institution equity securities	—		—			—		—			—		—
Non-financial institution equity securities	727		(140		)	756		(44		)	1,483		(184		)
Total equity securities	727		(140		)	756		(44		)	1,483		(184		)
Total investment securities AFS	$	58,552	$	(1,934	)	$	16,623	$	(988	)	$	75,175	$	(2,922	)

14

At March 31, 2017 there were a total of 55 securities in a continuous unrealized loss position for less than twelve months and 8 individual securities that were in a continuous unrealized loss position for twelve months or greater.

The Company reviews its position quarterly and has determined that, at March 31, 2017, the declines outlined in the above table represent temporary declines and the Company does not intend to sell and does not believe it will be required to sell these securities before recovery of their cost basis, which may be at maturity.  The Company has concluded that the unrealized losses disclosed above are not other than temporary but are the result of interest rate changes, sector credit ratings changes, or company-specific ratings changes that are not expected to result in the non-collection of principal and interest during the period.

The amortized cost and fair value of debt securities at March 31, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In Thousands)	Amortized Cost		Fair Value
Due in one year or less	$	661	$	661
Due after one year to five years	40,528		40,234
Due after five years to ten years	68,969		68,020
Due after ten years	16,647		16,846
Total	$	126,805	$	125,761

Total gross proceeds from sales of securities available for sale were $2,652,000 and $19,839,000 for the three months ended March 31, 2017 and 2016, respectively. 

The following table represents gross realized gains and losses within the available for sale portfolio:

	Three Months Ended March 31,
(In Thousands)	2017		2016
Gross realized gains:
Mortgage-backed securities	$	45	$	—
State and political securities	14		299
Other debt securities	—		32
Financial institution equity securities	288		82
Non-financial institution equity securities	—		144
Total gross realized gains	$	347	$	557
Gross realized losses:
Mortgage-backed securities	$	—	$	—
Asset-backed securities	—		—
State and political securities	—		—
Other debt securities	—		81
Financial institution equity securities	—		—
Non-financial institution equity securities	150		41
Total gross realized losses	$	150	$	122

15

The following table represents gross realized gains and losses within the trading portfolios:

	Three Months Ended March 31,
(In Thousands)	2017		2016
Gross realized gains:
Financial institution equity securities	$	—	$	6
Non-financial institution equity securities	2		59
Total gross realized gains	$	2	$	65
Gross realized losses:
Financial institution equity securities	$	—	$	13
Non-financial institution equity securities	—		12
Total gross realized losses	$	—	$	25

There were no impairment charges included in gross realized losses for the three months ended March 31, 2017 and 2016, respectively.

Investment securities with a carrying value of approximately $91,100,000 and $95,199,000 at March 31, 2017 and December 31, 2016, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law.

Note 6.Loans

Management segments the Banks' loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics.  Loans are segmented based on the underlying collateral characteristics.  Categories include commercial, financial, and agricultural, real estate, and installment loans to individuals.  Real estate loans are further segmented into three categories: residential, commercial, and construction.

The following table presents the related aging categories of loans, by segment, as of March 31, 2017 and December 31, 2016:

	March 31, 2017
				Past Due		Past Due 90
				30 To 89		Days Or More		Non-
(In Thousands)	Current			Days		& Still Accruing		Accrual		Total
Commercial, financial, and agricultural	$	141,648		$	277	$	9	$	128	$	142,062
Real estate mortgage:
Residential	558,068			5,244		—		1,899		565,211
Commercial	302,700			671		132		8,682		312,185
Construction	37,289			101		—		—		37,390
Installment loans to individuals	54,950			605		—		21		55,576
	1,094,655			$	6,898	$	141	$	10,730	1,112,424
Net deferred loan fees and discounts	(1,324		)							(1,324		)
Allowance for loan losses	(12,905		)							(12,905		)
Loans, net	$	1,080,426								$	1,098,195

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	December 31, 2016
				Past Due		Past Due 90
				30 To 89		Days Or More		Non-
(In Thousands)	Current			Days		& Still Accruing		Accrual		Total
Commercial, financial, and agricultural	$	145,179		$	785	$	14	$	132	$	146,110
Real estate mortgage:
Residential	553,053			9,112		587		1,988		564,740
Commercial	296,537			786		268		8,591		306,182
Construction	33,879			771		—		—		34,650
Installment loans to individuals	43,008			202		1		45		43,256
	1,071,656			$	11,656	$	870	$	10,756	1,094,938
Net deferred loan fees and discounts	(1,257		)							(1,257		)
Allowance for loan losses	(12,896		)							(12,896		)
Loans, net	$	1,057,503								$	1,080,785

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

Upon the acquisition of Luzerne Bank on June 1, 2013, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality.  Purchased credit-impaired loans are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. There were no material increases or decreases in the expected cash flows of these loans between June 1, 2013 (the “acquisition date”) and March 31, 2017.  The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loancollateral. 

On the acquisition date, the preliminary estimate of the unpaid principal balance for all loans evidencing credit impairment acquired in the Luzerne Bank acquisition was $1,211,000 and the estimated fair value of the loans was $878,000. Total contractually required payments on these loans, including interest, at the acquisition date was $1,783,000. However, the Company’s preliminary estimate of expected cash flows was $941,000. At such date, the Company established a credit risk related non-accretable discount (a discount representing amounts which are not expected to be collected from either the customer or liquidation of collateral) of $842,000 relating to these impaired loans, reflected in the recorded net fair value. Such amount is reflected as a non-accretable fair value adjustment to loans. The Company further estimated the timing and amount of expected cash flows in excess of the estimated fair value and established an accretable discount of $63,000 on the acquisition date relating to these impaired loans.

The following table presents interest income the Banks would have recorded if interest had been recorded based on the original loan agreement terms and rate of interest for non-accrual loans and interest income recognized on a cash basis for non-accrual loans for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017				2016
(In Thousands)	Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis		Interest Income That Would Have Been Recorded Based on Original Term and Rate		Interest Income Recorded on a Cash Basis
Commercial, financial, and agricultural	$	6	$	—	$	4	$	1
Real estate mortgage:
Residential	151		101		32		14
Commercial	496		105		169		64
Construction	—		—		6		—
	$	653	$	206	$	211	$	79

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Impaired Loans

Impaired loans are loans for which it is probable the Banks will not be able to collect all amounts due according to the contractual terms of the loan agreement.  The Banks evaluate such loans for impairment individually and does not aggregate loans by major risk classifications.  The definition of “impaired loans” is not the same as the definition of “non-accrual loans,” although the two categories overlap.  The Banks may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired. Factors considered by management in determining impairment include payment status and collateral value.  The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loan.  When foreclosure is probable, impairment is measured based on the fair value of the collateral.

Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $100,000 and if the loan is either on non-accrual status or has a risk rating of substandard.  Management may also elect to measure an individual loan for impairment if less than $100,000 on a case-by-case basis.

Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired.  Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed.  Interest income for impaired loans is recorded consistent with the Banks' policy on non-accrual loans.

The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of March 31, 2017 and December 31, 2016:

	March 31, 2017
	Recorded		Unpaid Principal		Related
(In Thousands)	Investment		Balance		Allowance
With no related allowance recorded:
Commercial, financial, and agricultural	$	55	$	55	$	—
Real estate mortgage:
Residential	1,563		1,563		—
Commercial	1,564		1,564		—
Installment loans to individuals	—		—		—
	3,182		3,182		—
With an allowance recorded:
Commercial, financial, and agricultural	129		129		74
Real estate mortgage:
Residential	1,674		1,674		567
Commercial	10,571		10,666		1,723
Installment loans to individuals	4		4		4
	12,378		12,473		2,368
Total:
Commercial, financial, and agricultural	184		184		74
Real estate mortgage:
Residential	3,237		3,237		567
Commercial	12,135		12,230		1,723
Installment loans to individuals	4		4		4
	$	15,560	$	15,655	$	2,368

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	December 31, 2016
	Recorded		Unpaid Principal		Related
(In Thousands)	Investment		Balance		Allowance
With no related allowance recorded:
Commercial, financial, and agricultural	$	109	$	109	$	—
Real estate mortgage:
Residential	1,584		1,584		—
Commercial	1,833		1,833		—
Installment loans to individuals	—		—		—
	3,526		3,526		—
With an allowance recorded:
Commercial, financial, and agricultural	132		132		74
Real estate mortgage:
Residential	1,893		1,893		437
Commercial	10,425		10,520		1,668
Installment loans to individuals	—		—		—
	12,450		12,545		2,179
Total:
Commercial, financial, and agricultural	241		241		74
Real estate mortgage:
Residential	3,477		3,477		437
Commercial	12,258		12,353		1,668
Installment loans to individuals	—		—		—
	$	15,976	$	16,071	$	2,179

The following table presents the average recorded investment in impaired loans and related interest income recognized for the three months ended for March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017						2016
(In Thousands)	Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans		Average Investment in Impaired Loans		Interest Income Recognized on an Accrual Basis on Impaired Loans		Interest Income Recognized on a Cash Basis on Impaired Loans
Commercial, financial, and agricultural	$	212	$	4	$	—	$	533	$	4	$	1
Real estate mortgage:
Residential	3,258		22		16		2,899		22		14
Commercial	11,946		33		10		12,829		82		63
Construction	—		—		—		245		—		1
Installment loans to individuals	2		—		—		—		—		—
	$	15,418	$	59	$	26	$	16,506	$	108	$	79

Currently, there is $26,000 committed to be advanced in connection with impaired loans.

Troubled Debt Restructurings

The loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (“TDR”), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties.  These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.  Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

19

There were no loan modifications that were considered TDRs completed during the three months ended March 31 for both 2017 and 2016.

There were no loan modifications considered to be TDRs made during the twelve months previous to March 31, 2017 that defaulted during the three months ended March 31, 2017.  There were five loan modifications considered TDRs made during the twelve months previous to March 31, 2016 that defaulted during the three months endedMarch 31, 2016. The defaulted loan types and recorded investments at March 31, 2016 are as follows: one commercial loan with a recorded investment of $103,000, one commercial real estate loan with a recorded investment of $239,000, and three residential real estate loan with a recorded investment of $173,000.

Troubled debt restructurings amounted to $8,998,000 and $9,180,000 as of March 31, 2017 and December 31, 2016.

The amount of foreclosed residential real estate held at March 31, 2017 and December 31, 2016, totaled $547,000 and 839,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at March 31, 2017 and December 31, 2016, totaled $78,000 and 167,000, respectively.

Internal Risk Ratings

Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are evaluated for substandard classification.  Loans in the doubtful category exhibit the same weaknesses found in the substandard loans, however, the weaknesses are more pronounced.  Such loans are static and collection in full is improbable.  However, these loans are not yet rated as loss because certain events may occur which would salvage the debt.  Loans classified loss are considered uncollectible and charge-off is imminent.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Banks have a structured loan rating process with several layers of internal and external oversight.  Generally, consumer and residential mortgage loans are included in the pass category unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event.  An external annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. Confirmation of the appropriate risk category is included in the review. Detailed reviews, including plans for resolution, are performed on loans classified as substandard, doubtful, or loss on a quarterly basis.

The following table presents the credit quality categories identified above as of March 31, 2017 and December 31, 2016:

	March 31, 2017
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Installment Loans to Individuals
(In Thousands)			Residential		Commercial		Construction				Totals
Pass	$	136,886	$	561,995	$	283,564	$	37,236	$	55,576	$	1,075,257
Special Mention	2,852		850		9,907		—		—		13,609
Substandard	2,324		2,366		18,714		154		—		23,558
	$	142,062	$	565,211	$	312,185	$	37,390	$	55,576	$	1,112,424

	December 31, 2016
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Installment Loans to Individuals
(In Thousands)			Residential		Commercial		Construction				Totals
Pass	$	140,497	$	561,440	$	277,916	$	34,493	$	43,256	$	1,057,602
Special Mention	2,943		740		11,143		—		—		14,826
Substandard	2,670		2,560		17,123		157		—		22,510
	$	146,110	$	564,740	$	306,182	$	34,650	$	43,256	$	1,094,938

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Allowance for Loan Losses

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio.  The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated future loss experience, and the amount of non-performing loans.

The Banks' methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (previously discussed) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance.  The total of the two components represents the Banks' ALL.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate.  Allowances are segmented based on collateral characteristics previously disclosed, and consistent with credit quality monitoring.  Loans that are collectively evaluated for impairment are grouped into two classes for evaluation.  A general allowance is determined for “Pass” rated credits, while a separate pool allowance is provided for “Criticized” rated credits that are not individually evaluated for impairment.

For the general allowances, historical loss trends are used in the estimation of losses in the current portfolio.  These historical loss amounts are modified by other qualitative factors.  A historical charge-off factor is calculated utilizing a twelve quarter moving average.  However, management may adjust the moving average time frame by up to four quarters to adjust for variances in the economic cycle. Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience.  The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint.

Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.  Management also monitors industry loss factors by loan segment for applicable adjustments to actual loss experience.

Management reviews the loan portfolio on a quarterly basis in order to make appropriate and timely adjustments to the ALL.  When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

Activity in the allowance is presented for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31, 2017
	Commercial, Financial, and Agricultural			Real Estate Mortgages								Installment Loans to Individuals
(In Thousands)				Residential			Commercial			Construction					Unallocated		Totals
Beginning Balance	$	1,554		$	5,383		$	4,975		$	178	$	416		$	390	$	12,896
Charge-offs	(213		)	(98		)	—			—		(77		)	—		(388		)
Recoveries	6			30			—			3		28			—		67
Provision	94			256			(509		)	6		181			302		330
Ending Balance	$	1,441		$	5,571		$	4,466		$	187	$	548		$	692	$	12,905

	Three Months Ended March 31, 2016
	Commercial, Financial, and Agricultural			Real Estate Mortgages							Installment Loans to Individuals
(In Thousands)				Residential		Commercial		Construction						Unallocated		Totals
Beginning Balance	$	1,532		$	5,116	$	4,217	$	160		$	243		$	776	$	12,044
Charge-offs	—			—		—		—			(51		)	—		(51		)
Recoveries	—			3		5		3			28			—		39
Provision	(278		)	4		250		(16		)	44			346		350
Ending Balance	$	1,254		$	5,123	$	4,472	$	147		$	264		$	1,122	$	12,382

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The shifts in allocation of the loan provision is due to an increase in residential originations along with a tapering of commercial originations.

The Company grants commercial, industrial, residential, and installment loans to customers primarily throughout north-east and central Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region.

The Company has a concentration of the following to gross loans at March 31, 2017 and 2016:

	March 31,
	2017		2016
Owners of residential rental properties	16.29	%	16.27	%
Owners of commercial rental properties	14.66	%	14.27	%

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment method as of March 31, 2017 and December 31, 2016:

	March 31, 2017
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Installment Loans to Individuals		Unallocated
(In Thousands)			Residential		Commercial		Construction						Totals
Allowance for Loan Losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	74	$	567	$	1,723	$	—	$	4	$	—	$	2,368
Collectively evaluated for impairment	1,367		5,004		2,743		187		544		692		10,537
Total ending allowance balance	$	1,441	$	5,571	$	4,466	$	187	$	548	$	692	$	12,905
Loans:
Individually evaluated for impairment	$	184	$	3,237	$	12,135	$	—	$	4			$	15,560
Collectively evaluated for impairment	141,878		561,974		300,050		37,390		55,572				1,096,864
Total ending loans balance	$	142,062	$	565,211	$	312,185	$	37,390	$	55,576			$	1,112,424

	December 31, 2016
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Installment Loans to Individuals		Unallocated
(In Thousands)			Residential		Commercial		Construction						Totals
Allowance for Loan Losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	74	$	437	$	1,668	$	—	$	—	$	—	$	2,179
Collectively evaluated for impairment	1,480		4,946		3,307		178		416		390		10,717
Total ending allowance balance	$	1,554	$	5,383	$	4,975	$	178	$	416	$	390	$	12,896
Loans:
Individually evaluated for impairment	$	241	$	3,477	$	12,258	$	—	$	—			$	15,976
Collectively evaluated for impairment	145,869		561,263		293,924		34,650		43,256				1,078,962
Total ending loans balance	$	146,110	$	564,740	$	306,182	$	34,650	$	43,256			$	1,094,938

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Note 7.  Net Periodic Benefit Cost-Defined Benefit Plans

For a detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 13 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2016.

The following sets forth the components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan for the three months ended March 31, 2017 and 2016, respectively:

	Three Months Ended March 31,
(In Thousands)	2017			2016
Service cost	$	41		$	17
Interest cost	189			193
Expected return on plan assets	(262		)	(251		)
Amortization of net loss	39			39
Net periodic benefit cost	$	7		$	(2	)

Employer Contributions

The Company previously disclosed in its consolidated financial statements, included in the Annual Report on Form 10-K for the year ended December 31, 2016, that it expected to contribute a minimum of $500,000 to its defined benefit plan in 2017.  As of March 31, 2017, there were contributions of $250,000 made to the plan with additional contributions of at least $250,000 anticipated during the remainder of 2017.

Note 8.  Employee Stock Purchase Plan

The Company maintains an Employee Stock Purchase Plan (“Plan”).  The Plan is intended to encourage employee participation in the ownership and economic progress of the Company.  The Plan allows for up to 1,000,000 shares to be purchased by employees.  The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually.  During the three months ended March 31, 2017 and 2016, there were 460 and 550 shares issued under the plan, respectively.

Note 9.  Off Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments are primarily comprised of commitments to extend credit, standby letters of credit, and credit exposure from the sale of assets with recourse.  These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the Consolidated Balance Sheet.  The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

Financial instruments whose contract amounts represent credit risk are as follows at March 31, 2017 and December 31, 2016:

(In Thousands)	March 31, 2017		December 31, 2016
Commitments to extend credit	$	270,275	$	263,487
Standby letters of credit	7,311		6,515
Credit exposure from the sale of assets with recourse	6,463		6,341
	$	284,049	$	276,343

Commitments to extend credit are legally binding agreements to lend to customers.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees.  Since many of the commitments are expected to expire without

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being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements.  The Company evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Company, on an extension of credit is based on management’s credit assessment of the counterparty.

Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  These instruments are issued primarily to support bid or performance related contracts.  The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management.  Fees earned from the issuance of these letters are recognized upon expiration of the coverage period.  For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets.

Note 10.  Fair Value Measurements

The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value.

Level I:	Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
Level II:	Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.
Level III:	Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

This hierarchy requires the use of observable market data when available.

The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of March 31, 2017 and December 31, 2016, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2017
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Investment securities, available for sale:
Mortgage-backed securities	$	—	$	5,072	$	—	$	5,072
Asset-backed securities	—		56		—		56
State and political securities	—		65,330		—		65,330
Other debt securities	—		55,303		—		55,303
Financial institution equity securities	9,898		—		—		9,898
Non-financial institution equity securities	1,251		—		—		1,251

	December 31, 2016
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Investment securities, available for sale:
Mortgage-backed securities	$	—	$	9,313	$	—	$	9,313
Asset-backed securities	—		109		—		109
State and political securities	—		60,934		—		60,934
Other debt securities	—		51,118		—		51,118
Financial institution equity securities	10,535		—		—		10,535
Non-financial institution equity securities	1,483		—		—		1,483

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The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of March 31, 2017 and December 31, 2016, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. 

	March 31, 2017
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	—	$	—	$	13,192	$	13,192
Other real estate owned	—		—		547		547

	December 31, 2016
(In Thousands)	Level I		Level II		Level III		Total
Assets measured on a non-recurring basis:
Impaired loans	$	—	$	—	$	13,797	$	13,797
Other real estate owned	—		—		839		839

The following tables present a listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques as of March 31, 2017 and December 31, 2016: 

	March 31, 2017
	Quantitative Information About Level III Fair Value Measurements
(In Thousands)	Fair Value		Valuation Technique(s)	Unobservable Inputs	Range	Weighted Average
Impaired loans	$	5,034	Discounted cash flow	Temporary reduction in payment amount	0 to (70)%	(21)%
	8,158		Appraisal of collateral	Appraisal adjustments (1)	0 to (20)%	(14)%
Other real estate owned	$	547	Appraisal of collateral (1)

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

	December 31, 2016
	Quantitative Information About Level III Fair Value Measurements
(In Thousands)	Fair Value		Valuation Technique(s)	Unobservable Inputs	Range	Weighted Average
Impaired loans	$	5,304	Discounted cash flow	Temporary reduction in payment amount	0 to (70)%	20%
	8,493		Appraisal of collateral	Appraisal adjustments (1)	0 to (20)%	15%
Other real estate owned	$	839	Appraisal of collateral (1)

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

The discounted cash flow valuation technique is utilized to determine the fair value of performing impaired loans, while non-performing impaired loans utilize the appraisal of collateral method.

The significant unobservable inputs used in the fair value measurement of the Company’s impaired loans using the discounted cash flow valuation technique include temporary changes in payment amounts and the probability of default.  Significant increases (decreases) in payment amounts would result in significantly higher (lower) fair value measurements.  The probability of default is 0% for impaired loans using the discounted cash flow valuation technique because all defaulted impaired loans are valued using the appraisal of collateral valuation technique.

The significant unobservable input used in the fair value measurement of the Company’s impaired loans using the appraisal of collateral valuation technique include appraisal adjustments, which are adjustments to appraisals by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The significant unobservable input used in the fair value measurement of the Company’s other real estate owned are the same inputs used to value impaired loans using the appraisal of collateral valuation technique.

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Note 11. Fair Value of Financial Instruments

The Company is required to disclose fair values for its financial instruments.  Fair values are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Also, it is the Company’s general practice and intention to hold most of its financial instruments to maturity and not to engage in trading or sales activities.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions can significantly affect the fair values.

Fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of financial instruments.  The Company’s fair values, methods, and assumptions are set forth below for the Company’s other financial instruments.

As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered financial instruments but have value, this fair value of financial instruments would not represent the full market value of the Company.

The fair values of the Company’s financial instruments are as follows at March 31, 2017 and December 31, 2016:

	Carrying		Fair		Fair Value Measurements at March 31, 2017
(In Thousands)	Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents	$	75,660	$	75,660	$	75,660	$	—	$	—
Investment securities:
Available for sale	136,910		136,910		11,149		125,761		—
Trading	—		—		—		—		—
Loans held for sale	1,221		1,221		1,221		—		—
Loans, net	1,098,195		1,119,546		—		—		1,119,546
Bank-owned life insurance	27,521		27,521		27,521		—		—
Accrued interest receivable	3,945		3,945		3,945		—		—
Financial liabilities:
Interest-bearing deposits	$	848,272	$	845,173	$	641,024	$	—	$	204,149
Noninterest-bearing deposits	312,392		312,392		312,392		—		—
Short-term borrowings	8,589		8,589		8,589		—		—
Long-term borrowings	75,998		76,172		—		—		76,172
Accrued interest payable	387		387		387		—		—

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	Carrying		Fair		Fair Value Measurements at December 31, 2016
(In Thousands)	Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents	$	43,671	$	43,671	$	43,671	$	—	$	—
Investment securities:
Available for sale	133,492		133,492		12,018		121,474		—
Trading	58		58		58		—		—
Loans held for sale	1,953		1,953		1,953		—		—
Loans, net	1,080,785		1,088,122		—		—		1,088,122
Bank-owned life insurance	27,332		27,332		27,332		—		—
Accrued interest receivable	3,672		3,672		3,672		—		—
Financial liabilities:
Interest-bearing deposits	$	791,937	$	789,401	$	571,768	$	—	$	217,633
Noninterest-bearing deposits	303,277		303,277		303,277		—		—
Short-term borrowings	13,241		13,241		13,241		—		—
Long-term borrowings	85,998		86,353		—		—		86,353
Accrued interest payable	455		455		455		—		—

Cash and Cash Equivalents, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable:

The fair value is equal to the carrying value.

Investment Securities:

The fair value of investment securities available for sale and trading is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities.  Regulatory stocks’ fair value is equal to the carrying value.

Loans:

Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, financial, and agricultural, commercial real estate, residential real estate, construction real estate, and installment loans to individuals.  Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories.

The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions.

Fair value for significant nonperforming loans is based on recent external appraisals.  If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows.  Assumptions regarding credit risk, cash flows, and discounted rates are judgmentally determined using available market information and specific borrower information.

Bank-Owned Life Insurance:

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

Deposits:

The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand.  The fair value of certificates of deposit is based on the discounted value of contractual cash flows.

The fair value estimates above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible.

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Long Term Borrowings:

The fair value of long term borrowings is based on the discounted value of contractual cash flows.

Commitments to Extend Credit, Standby Letters of Credit, and Financial Guarantees Written:

There is no material difference between the notional amount and the estimated fair value of off-balance sheet items.  The contractual amounts of unfunded commitments and letters of credit are presented in Note 9 (Off Balance Sheet Risk).

Note 12.  Stock Options

In 2014, the Company adopted the 2014 Equity Incentive Plan designed to help the Company attract, retain, and motivate employees and non-employee directors. Incentive stock options, non-qualified stock options, and restricted stock may be granted as part of the plan.

On August 27, 2015, the Company issued 38,750 stock options with a strike price of $42.03 to employees that have a five year vesting period and expire ten years from the grant date. On March 24, 2017, the Company issued 70,000 stock options in total, to a group of employees, that have a strike price of $44.21. The options granted in 2017 all expire ten years from the grant date however, of the 70,000 grants awarded, 46,250 of the options have a three year vesting period while the remaining 23,750 options vest in five years.

Stock Options Granted
Date	Shares	Forfeited		Outstanding	Strike Price		Vesting Period	Expiration
March 24, 2017	46,250	—		46,250	$	44.21	3 years	10 years
March 24, 2017	23,750	—		23,750	44.21		5 years	10 years
August 27, 2015	38,750	(12,250	)	26,500	42.03		5 years	10 years

A summary of stock option activity is presented below:

	March 31, 2017			March 31, 2016
	Shares	Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, beginning of year	26,500	$	42.03	34,750		$	42.03
Granted	70,000	44.21		—		—
Exercised	—	—		—		—
Forfeited	—	—		(2,250	)	42.03
Expired	—	—		—		—
Outstanding, end of year	96,500	$	43.61	32,500		$	42.03
Exercisable, end of year	—	$	—	—		$	—

The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on a straightline basis

over the options’ vesting periods while ensuring that the cumulative amount of compensation cost recognized at least equals the

value of the vested portion of the award at that date. The Company determines the fair value of options granted using the Black-Scholes option-pricing model. The risk-free interest rate is based on the United States Treasury bond with a similar term to the expected life of the options at the grant date. Expected volatility was estimated based on the adjusted historic volatility of the Company’s shares. The expected life was estimated to equal the contractual life of the options. The dividend yield rate was based upon recent historical dividends paid on shares.

Note 13.  Reclassification of Comparative Amounts

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders’ equity.

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CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact.  The Company cautions readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein:  (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the  increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; (v) the effect of changes in the business cycle and downturns in the local, regional or national economies; and (vi) the Risk Factors identified in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and in other filings made by the Company under the Securities Exchange Act of 1934.

You should not put undue reliance on any forward-looking statements.  These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by the Company on its website or otherwise.  The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

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

EARNINGS SUMMARY

Comparison of the Three Months Ended March 31, 2017 and 2016

Summary Results

Net income for the three months ended March 31, 2017 was $2,686,000 compared to $3,078,000 for the same period of 2016 as after-tax securities gains decreased $183,000 (from a gain of $314,000 to a gain of $131,000). Basic and diluted earnings per share for the three months ended March 31, 2017 and 2016 were $0.54 and $0.58, respectively. Return on average assets and return on average equity were 0.79% and 7.69% for the three months ended March 31, 2017 compared to 0.94% and 8.95% for the corresponding period of 2016. Net income from core operations (“operating earnings”) decreased to $2,555,000 for the three months ended March 31, 2017 compared to $2,764,000 for the same period of 2015. Basic and diluted operating earnings per share for the three months ended March 31, 2017 were $0.57 and $0.56 compared to $0.65 basic and diluted for the corresponding period of 2016. The decline was attributable to several factors including the continued shift of earning assets from the investment portfolio to the loan portfolio as the balance sheet is actively managed to reduce market risk and interest rate risk in a rising rate environment. In addition, the effective tax rate has increased due to the conclusion of the ten year tax credit generation period of seveal low income elderly housing projects in our market footprint of which the company is a partner.

Management uses the non-GAAP measure of net income from core operations, or operating earnings, in its analysis of the Company’s performance.  This measure, as used by the Company, adjusts net income by excluding significant gains or losses that are unusual in nature.  Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes the presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses.  For purposes of this Quarterly Report on Form 10-Q, net income from core operations, or operating earnings, means net income adjusted to exclude after-tax net securities gains or losses and bank-owned life insurance gains on death benefit.  These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Reconciliation of GAAP and Non-GAAP Financial Measures

(Dollars in Thousands, Except Per Share Data)	Three Months Ended March 31,
	2017		2016
GAAP net income	$	2,686	$	3,078
Less: net securities, net of tax	131		314
Non-GAAP operating earnings	$	2,555	$	2,764

	Three Months Ended March 31,
	2017		2016
Return on average assets (ROA)	0.79	%	0.94	%
Less: net securities, net of tax	0.04	%	0.10	%
Non-GAAP operating ROA	0.75	%	0.84	%

	Three Months Ended March 31,
	2017		2016
Return on average equity (ROE)	7.69	%	8.95	%
Less: net securities, net of tax	0.37	%	0.91	%
Non-GAAP operating ROE	7.32	%	8.04	%

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	Three Months Ended March 31,
	2017		2016
Basic earnings per share (EPS)	$	0.57	$	0.65
Less: net securities, net of tax	0.03		0.07
Non-GAAP basic operating EPS	$	0.54	$	0.58

	Three Months Ended March 31,
	2017		2016
Dilutive EPS	$	0.56	$	0.65
Less: net securities, net of tax	0.02		0.07
Non-GAAP dilutive operating EPS	$	0.54	$	0.58

Interest and Dividend Income

Interest and dividend income for the three months ended March 31, 2017 increased to $11,682,000 compared to $11,726,000 for the same period of 2016.  Loan portfolio income increased due to the impact of portfolio growth, primarily in home equity products.  The loan portfolio income increase was offset by a decrease in investment portfolio interest due to a decline in the average taxable equivalent yield of 61 bp as the duration in the investment portfolio continues to be shortened in order to reduce interest rate and market risk in the future. This is being undertaken primarily through the sale of long-term municipal bonds that have a maturity date of 2025 or later and securities with a call date within the next five years. To offset the revenue impact of the declining asset yields, a focus has been placed on increasing earning assets by adding quality short and intermediate term loans such as home equity loans, even though these new earning assets are at lower yields than legacy assets.

Interest and dividend income composition for the three months ended March 31, 2017 and 2016 was as follows:

	Three Months Ended
	March 31, 2017				March 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Loans including fees	$	10,627	90.97	%	$	10,355	88.31	%	$	272		2.63		%
Investment securities:
Taxable	542		4.64		622		5.30		(80		)	(12.86	)
Tax-exempt	298		2.55		475		4.05		(177		)	(37.26	)
Dividend and other interest income	215		1.84		274		2.34		(59		)	(21.53	)
Total interest and dividend income	$	11,682	100.00	%	$	11,726	100.00	%	$	(44	)	(0.38	)	%

Interest Expense

Interest expense for the three months ended March 31, 2017 decreased $6,000 to $1,346,000 compared to $1,352,000 for the same period of 2016.  The decrease in interest expense is the result of growth within the deposit portfolio and the lengthening of the time deposit portfolio as part of a strategy to build balance sheet protection in a rising rate environment, offset by a decrease in short and long-term borrowing utilization.

Interest expense composition for the three months ended March 31, 2017 and 2016 was as follows:

	Three Months Ended
	March 31, 2017				March 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Deposits	$	902	67.01	%	$	834	61.69	%	$	68		8.15		%
Short-term borrowings	4		0.30		26		1.92		(22		)	(84.62	)
Long-term borrowings	440		32.69		492		36.39		(52		)	(10.57	)
Total interest expense	$	1,346	100.00	%	$	1,352	100.00	%	$	(6	)	(0.44	)	%

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Net Interest Margin

The net interest margin (“NIM”) for the three months ended March 31, 2017 was 3.40% compared to 3.57% for the corresponding period of 2016.  The decline in the net interest margin was driven by a decreasing yield on the investment portfolio due to the continued low rate environment. The impact of the declining earning asset yield and decreasing investment portfolio balance was partially offset by 5.47% growth in the balance of the average loan portfolio from March 31, 2016 to March 31, 2017. The primary funding for the loan growth was an increase in core deposits. These deposits represent a lower cost funding source than time deposits and comprise 82.32% of total deposits at March 31, 2017 compared to 79.22% at March 31, 2016. Limiting the positive impact on the net interest margin caused by the growth in core deposits was the lengthening of the time deposit portfolio.

The following is a schedule of average balances and associated yields for the three months ended March 31, 2017 and 2016:

	AVERAGE BALANCES AND INTEREST RATES
	Three Months Ended March 31, 2017						Three Months Ended March 31, 2016
(In Thousands)	Average Balance (1)		Interest		Average Rate		Average Balance (1)		Interest		Average Rate
Assets:
Tax-exempt loans (3)	$	42,232	$	417	4.00	%	$	54,014	$	535	3.98	%
All other loans	1,057,495		10,352		3.97	%	988,632		10,002		4.07	%
Total loans (2)	1,099,727		10,769		3.97	%	1,042,646		10,537		4.06	%
Taxable securities	89,317		685		3.07	%	99,032		885		3.57	%
Tax-exempt securities (3)	46,673		452		3.87	%	63,373		720		4.54	%
Total securities	135,990		1,137		3.34	%	162,405		1,605		3.95	%
Interest-bearing deposits	33,167		72		0.88	%	12,693		11		0.35	%
Total interest-earning assets	1,268,884		11,978		3.82	%	1,217,744		12,153		4.01	%
Other assets	99,537						96,462
Total assets	$	1,368,421					$	1,314,206
Liabilities and shareholders’ equity:
Savings	$	156,423	15		0.04	%	$	148,856	14		0.04	%
Super Now deposits	189,299		106		0.23	%	188,147		125		0.27	%
Money market deposits	262,883		191		0.29	%	219,240		139		0.25	%
Time deposits	210,052		590		1.14	%	220,554		556		1.01	%
Total interest-bearing deposits	818,657		902		0.45	%	776,797		834		0.43	%
Short-term borrowings	11,349		4		0.14	%	28,410		26		0.36	%
Long-term borrowings	82,554		440		2.13	%	91,025		492		2.14	%
Total borrowings	93,903		444		1.89	%	119,435		518		1.72	%
Total interest-bearing liabilities	912,560		1,346		0.60	%	896,232		1,352		0.60	%
Demand deposits	300,102						265,053
Other liabilities	16,074						15,406
Shareholders’ equity	139,685						137,515
Total liabilities and shareholders’ equity	$	1,368,421					$	1,314,206
Interest rate spread					3.22	%					3.41	%
Net interest income/margin			$	10,632	3.40	%			$	10,801	3.57	%

1. Information on this table has been calculated using average daily balance sheets to obtain average balances.

2. Non-accrual loans have been included with loans for the purpose of analyzing net interest earnings.

3. Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate.

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The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three months ended March 31, 2017 and 2016.

	Three Months Ended March 31,
(In Thousands)	2017		2016
Total interest income	$	11,682	$	11,726
Total interest expense	1,346		1,352
Net interest income	10,336		10,374
Tax equivalent adjustment	296		427
Net interest income (fully taxable equivalent)	$	10,632	$	10,801

The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three months ended March 31, 2017 and 2016:

	Three Months Ended March 31,
	2017 vs. 2016
	Increase (Decrease) Due to
(In Thousands)	Volume			Rate			Net
Interest income:
Tax-exempt loans	$	(121	)	$	3		$	(118	)
All other loans	624			(274		)	350
Taxable investment securities	(82		)	(118		)	(200		)
Tax-exempt investment securities	(172		)	(96		)	(268		)
Interest bearing deposits	31			30			61
Total interest-earning assets	280			(455		)	(175		)
Interest expense:
Savings deposits	1			—			1
Super Now deposits	1			(20		)	(19		)
Money market deposits	28			24			52
Time deposits	(30		)	64			34
Short-term borrowings	(11		)	(11		)	(22		)
Long-term borrowings	(49		)	(3		)	(52		)
Total interest-bearing liabilities	(60		)	54			(6		)
Change in net interest income	$	340		$	(509	)	$	(169	)

Provision for Loan Losses

The provision for loan losses is based upon management’s quarterly review of the loan portfolio.  The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served.  An external independent loan review is also performed annually for the Banks.  Management remains committed to an aggressive program of problem loan identification and resolution.

The allowance for loan losses is determined by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined.  Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience.  In addition, management considers industry standards and trends with respect to non-performing loans and its knowledge and experience with specific lending segments.

Although management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate at March 31, 2017, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations.  A downturn in the local economy, increased unemployment, and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets, charge-offs, loan loss provisions, and reductions in income.  Additionally, as an integral part of the examination process,

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bank regulatory agencies periodically review the Banks' loan loss allowance.  The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

When determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed.

The allowance for loan losses increased from $12,896,000 at December 31, 2016 to $12,905,000 at March 31, 2017.  The increase in the allowance for loan losses was driven by growth in the loan portfolio and offset by a decrease in total nonperforming loans. Also limiting the increase in the allowance for loan losses was minimal net charge-offs during the three months ended March 31, 2017 of $321,000.  The majority of the loans charged-off had a specific allowance within the allowance for losses.  At March 31, 2017 and December 31, 2016, the allowance for loan losses to total loans was 1.16% and 1.18%, respectively.

The provision for loan losses totaled $330,000 and $350,000 for the three months ended March 31, 2017 and 2016, respectively.  The amount of the provision for loan losses was primarily the result of loan growth offset by a decrease in non-performing loans and minimal net charge-offs.

Nonperforming loans decreasing to $10,871,000 at March 31, 2017 from $11,648,000 at March 31, 2016.  The majority of nonperforming loans are centered on loans that are either in a secured position and have sureties with a strong underlying financial position or have a specific allocation for any impairment recorded within the allowance for loan losses. The ratio of nonperforming loans to total loans was 0.98% and 1.12% at March 31, 2017 and 2016, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 118.71% and 106.30% at March 31, 2017 and 2016, respectively. Internal loan review and analysis coupled with loan growth dictated a provision for loan losses of $330,000 for the three months ended March 31, 2017.   

The following is a table showing total nonperforming loans as of:

	Total Nonperforming Loans
(In Thousands)	90 Days Past Due		Non-accrual		Total
March 31, 2017	$	141	$	10,730	$	10,871
December 31, 2016	870		10,756		11,626
September 30, 2016	114		11,416		11,530
June 30, 2016	512		11,114		11,626
March 31, 2016	308		11,340		11,648

Non-interest Income

Total non-interest income for the three months ended March 31, 2017 compared to the same period in 2016 decreased $346,000 to $2,651,000.  Excluding net securities gains, non-interest income for the three months ended March 31, 2017 decreased $70,000 compared to the same period in 2016.  The decrease in gain on sale of loans was driven by a decrease in loan volume. The changes insurance and brokerage commissions is due to a change in the product mix of consumer purchases.

Non-interest income composition for the three months ended March 31, 2017 and 2016 was as follows:

	Three Months Ended
	March 31, 2017				March 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Service charges	$	528	19.92	%	$	532	17.75	%	$	(4	)	(0.75	)%
Net securities gains, available for sale	197		7.43		435		14.51		(238		)	(54.71	)
Net securities gains, trading	2		0.08		40		1.33		(38		)	(95.00	)
Bank-owned life insurance	172		6.49		184		6.14		(12		)	(6.52	)
Gain on sale of loans	358		13.50		467		15.58		(109		)	(23.34	)
Insurance commissions	191		7.20		206		6.87		(15		)	(7.28	)
Brokerage commissions	331		12.49		255		8.51		76			29.80
Other	872		32.89		878		29.31		(6		)	(0.68	)
Total non-interest income	$	2,651	100.00	%	$	2,997	100.00	%	$	(346	)	(11.54	)%

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Non-interest Expense

Total non-interest expense increased $76,000 for the three months ended March 31, 2017 compared to the same period of 2016.  The increase in salaries and employee benefits is primarily attributable to routine wage increases.  Amortization of investment in limited partnerships decreased as several of the partnerships have reached the end of their tax credit generating life and have been fully amortized. Occupancy expense increased due to various maintenance projects to refresh facilities.

Non-interest expense composition for the three months ended March 31, 2017 and 2016 was as follows:

	Three Months Ended
	March 31, 2017				March 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Salaries and employee benefits	$	4,770	53.10	%	$	4,580	50.55	%	$	190		4.15	%
Occupancy	638		7.10		541		5.97		97			17.93
Furniture and equipment	649		7.22		701		7.74		(52		)	(7.42	)
Pennsylvania shares tax	238		2.65		258		2.85		(20		)	(7.75	)
Amortization of investment in limited partnerships	46		0.51		152		1.68		(106		)	(69.74	)
Federal Deposit Insurance Corporation deposit insurance	170		1.89		232		2.56		(62		)	(26.72	)
Marketing	171		1.90		210		2.32		(39		)	(18.57	)
Intangible amortization	90		1.00		87		0.96		3			3.45
Other	2,213		24.63		2,300		25.37		(87		)	(3.78	)
Total non-interest expense	$	8,985	100.00	%	$	9,061	100.00	%	$	(76	)	(0.84	)%

Provision for Income Taxes

Income taxes increased $104,000 for the three months ended March 31, 2017 compared to the same period of 2016.  The primary cause of the increase in tax expense for the three months ended March 31, 2017 compared to 2016 is the impact of a reduction of tax-exempt interest income within the investment portfolio as the portfolio was strategically reduced and a reduction in the amount of federal tax credits recognized from low income elderly housing partnerships. Excluding the impact of the net securities gains, the effective tax rate for the three months ended March 31, 2017 was 26.85% compared to 22.27% for the same period of 2016.  The Company currently is in a deferred tax asset position.  Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance.

ASSET/LIABILITY MANAGEMENT

Cash and Cash Equivalents

Cash and cash equivalents increased $31,989,000 from $43,671,000 at December 31, 2016 to $75,660,000 at March 31, 2017 primarily as a result of the following activities during the three months ended March 31, 2017:

Loans Held for Sale

Activity regarding loans held for sale resulted in sales proceeds leading loan originations, less $358,000 in realized gains, by $732,000 for the three months ended March 31, 2017.

Loans

Gross loans increased $17,419,000 since December 31, 2016 due primarily to an increase in installment loans to individuals. The growth in installment loans was driven by automobile indirect lending.

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The allocation of the loan portfolio, by category, as of March 31, 2017 and December 31, 2016 is presented below:

	March 31, 2017					December 31, 2016					Change
(In Thousands)	Amount			% Total		Amount			% Total		Amount			%
Commercial, financial, and agricultural	$	142,062		12.79	%	$	146,110		13.36	%	$	(4,048	)	(2.77	)%
Real estate mortgage:
Residential	565,211			50.87		564,740			51.63		471			0.08	%
Commercial	312,185			28.10		306,182			27.99		6,003			1.96	%
Construction	37,390			3.37		34,650			3.17		2,740			7.91	%
Installment loans to individuals	55,576			5.00		43,256			3.96		12,320			28.48	%
Net deferred loan fees and discounts	(1,324		)	(0.13	)	(1,257		)	(0.11	)	(67		)	5.33	%
Gross loans	$	1,111,100		100.00	%	$	1,093,681		100.00	%	$	17,419		1.59	%

The following table shows the amount of accrual and non-accrual TDRs at March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
(In Thousands)	Accrual		Non-accrual		Total		Accrual		Non-accrual		Total
Commercial, financial, and agricultural	$	55	$	128	$	183	$	109	$	132	$	241
Real estate mortgage:
Residential	1,363		651		2,014		1,491		541		2,032
Commercial	4,493		2,308		6,801		4,723		2,184		6,907
	$	5,911	$	3,087	$	8,998	$	6,323	$	2,857	$	9,180

Investments

The fair value of the investment securities portfolio at March 31, 2017 increased $3,360,000 since December 31, 2016 while the amortized cost of the portfolio increased $2,820,000.  The portfolio continues to be actively managed in order to reduce interest rate and market risk. This is being undertaken primarily through the sale of long-term municipal bonds that have a maturity date of 2025 or later and securities with a call date within the next five years.  The proceeds of the bond sales are being deployed into loans and intermediate term corporate bonds and short and intermediate term municipal bonds.  The strategy to sell a portion of the long-term bond portfolio does negatively impact current earnings, but this action plays a key role in our long-term asset liability management strategy as the balance sheet is shortened to better prepare for a rising rate environment. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 83% of the debt securities portfolio on an amortized cost basis is currently rated A or higher by either S&P or Moody’s.

The Company considers various factors, which include examples from applicable accounting guidance, when analyzing the available for sale portfolio for possible other than temporary impairment.  The Company primarily considers the following factors in its analysis: length of time and severity of the fair value being less than carrying value; reduction of dividend paid (equities); continued payment of dividend/interest, credit rating, and financial condition of an issuer; intent and ability to hold until anticipated recovery (which may be maturity); and general outlook for the economy, specific industry, and entity in question.

The bond portion of the portfolio review is conducted with emphases on several factors.  Continued payment of principal and interest is given primary importance with credit rating and financial condition of the issuer following as the next most important.  Credit ratings were reviewed with the ratings of the bonds being satisfactory.  Bonds that were not currently rated were discussed with a third party and/or underwent an internal financial review.  The Company also monitors whether each of the investments incurred a decline in fair value from carrying value of at least 20% for twelve consecutive months or a similar decline of at least 50% for three consecutive months.  Each bond is reviewed to determine whether it is a general obligation bond, which is backed by the credit and taxing power of the issuing jurisdiction, or revenue bond, which is only payable from specified revenues.  Based on the review undertaken by the Company, the Company determined that the decline in value of the various bond holdings were temporary and were the result of the general market downturns and interest rate/yield curve changes, not credit issues.  The fact that almost all of such bonds are general obligation bonds further solidified the Company’s determination that the decline in the value of these bond holdings is temporary.

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The fair value of the equity portfolio continues to fluctuate as the economic turbulence continues to impact stock pricing and the Company reduces its level of equity holdings.  The amortized cost of the available for sale equity securities portfolio has decreased $702,000 to $10,531,000 at March 31, 2017 from $11,233,000 at December 31, 2016 while the fair value decreased $869,000 over the same time period.

The equity portion of the portfolio is reviewed for possible other than temporary impairment in a similar manner to the bond portfolio with greater emphasis placed on the length of time the fair value has been less than the carrying value and financial sector outlook.  The Company also reviews dividend payment activities.  The starting point for the equity analysis is the length and severity of a market price decline.  The Company monitors two primary measures: 20% decline in fair value from carrying value for twelve consecutive months and 50% decline for three consecutive months.

The distribution of credit ratings by amortized cost and fair values for the debt security portfolio at March 31, 2017 follows:

	A- to AAA				B- to BBB+				Not Rated				Total
(In Thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale (AFS)
Mortgage-backed securities	$	5,057	$	5,072	$	—	$	—	$	—	$	—	$	5,057	$	5,072
Asset-backed securities	56		56		—		—		—		—		56		56
State and political securities	63,284		63,803		—		—		1,525		1,527		64,809		65,330
Other debt securities	36,474		35,825		19,351		18,429		1,058		1,049		56,883		55,303
Total debt securities AFS	$	104,871	$	104,756	$	19,351	$	18,429	$	2,583	$	2,576	$	126,805	$	125,761

Financing Activities

Deposits

Total deposits increased $65,450,000 from December 31, 2016 to March 31, 2017.  The growth was led by an increase in money market deposit accounts from December 31, 2016 to March 31, 2017 of $33,322,000 or 13.59%.  The increase in core deposits (deposits less time deposits) has provided relationship driven funding for the loan and investment portfolios. While deposit gathering efforts have centered on core deposits, the lengthening of the time deposit portfolio is moving forward as part of the strategy to build balance sheet protection in a rising rate environment. The increase in deposits is the result of our focus on building relationships, not by offering market leading rates. 

Deposit balances and their changes for the periods being discussed follow:

	March 31, 2017				December 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Demand deposits	$	312,392	26.91	%	$	303,277	27.69	%	$	9,115		3.01	%
NOW accounts	205,011		17.66		174,653		15.95		30,358			17.38
Money market deposits	278,443		23.99		245,121		22.38		33,322			13.59
Savings deposits	159,652		13.76		153,788		14.04		5,864			3.81
Time deposits	205,166		17.68		218,375		19.94		(13,209		)	(6.05	)
Total deposits	$	1,160,664	100.00	%	$	1,095,214	100.00	%	$	65,450		5.98	%

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Borrowed Funds

Total borrowed funds decreased 14.76% or $14,652,000 to $84,587,000 at March 31, 2017 compared to $99,239,000 at December 31, 2016.  The reduction in long-term borrowings was the result of a maturity. Growth in deposits and a reduction in the size of the investment portfolio allowed for a decrease in the utilization of short-term borrowings.

	March 31, 2017				December 31, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Short-term borrowings:
FHLB repurchase agreements	$	—	—	%	$	—	—	%	$	—		—	%
Securities sold under agreement to repurchase	8,589		10.15		13,241		13.34		(4,652		)	(35.13	)
Total short-term borrowings	8,589		10.15		13,241		13.34		(4,652		)	(35.13	)
Long-term borrowings:
Long-term FHLB borrowings	75,625		89.40		85,625		86.28		(10,000		)	(11.68	)
Long-term capital lease	373		0.45		373		0.38		—			—
Total long-term borrowings	75,998		89.85		85,998		86.66		(10,000		)	(11.63	)%
Total borrowed funds	$	84,587	100.00	%	$	99,239	100.00	%	$	(14,652	)	(14.76	)%

The decline in securities sold under agreement to repurchase is due to the phasing out of a product the bank offers.

Capital

The adequacy of the Company’s capital is reviewed on an ongoing basis with reference to the size, composition, and quality of the Company’s resources and regulatory guidelines.  Management seeks to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings.

Bank holding companies are required to comply with the Federal Reserve Board’s risk-based capital guidelines.  The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets.  Specifically, each is required to maintain certain minimum dollar amounts and ratios of common equity tier I risk-based, tier I risk-based, total risk-based, and tier I leverage capital. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from “well capitalized” to “critically undercapitalized.” To be classified as “well capitalized”, common equity tier I risk-based, tier I risked-based, total risk-based, and tier I leverage capital ratios must be at least 6.5%, 8%, 10%, and 5%, respectively.

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The Company's capital ratios as of March 31, 2017 and December 31, 2016 were as follows:

	March 31, 2017				December 31, 2016
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	126,217	12.451	%	$	125,804	12.620	%
For Capital Adequacy Purposes	45,617		4.500		44,849		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	58,288		5.750		51,078		5.125
To Be Well Capitalized	65,891		6.500		64,782		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	126,217	12.451	%	$	133,393	13.380	%
For Capital Adequacy Purposes	81,097		8.000		79,732		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	93,768		9.250		85,961		8.625
To Be Well Capitalized	101,371		10.000		99,665		10.000
Tier I Capital (to Risk-weighted Assets)
Actual	$	131,419	12.911	%	$	125,804	12.620	%
For Capital Adequacy Purposes	101,371		6.000		59,799		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	73,797		7.250		66,028		6.625
To Be Well Capitalized	81,431		8.000		79,732		8.000
Tier I Capital (to Average Assets)
Actual	$	126,217	9.332	%	$	125,804	9.432	%
For Capital Adequacy Purposes	54,101		4.000		53,352		4.000
To Be Well Capitalized	67,626		5.000		66,691		5.000

Jersey Shore State Bank's capital ratios as of March 31, 2017 and December 31, 2016 were as follows:

	March 31, 2017				December 31, 2016
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	86,900	10.869	%	$	86,397	11.136	%
For Capital Adequacy Purposes	35,978		4.500		34,914		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	45,972		5.750		39,763		5.125
To Be Well Capitalized	51,969		6.500		50,431		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	88,854	11.114	%	$	90,992	11.728	%
For Capital Adequacy Purposes	63,958		8.000		62,069		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	73,952		9.250		66,918		8.625
To Be Well Capitalized	79,948		10.000		77,587		10.000
Tier I Capital (to Risk-weighted Assets)	-
Actual	$	86,900	10.869	%	$	86,397	11.136	%
For Capital Adequacy Purposes	47,971		6.000		46,552		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	57,965		7.250		51,401		6.625
To Be Well Capitalized	63,962		8.000		62,069		8.000
Tier I Capital (to Average Assets)
Actual	$	86,900	8.756	%	$	86,397	8.894	%
For Capital Adequacy Purposes	39,698		4.000		38,856		4.000
To Be Well Capitalized	49,623		5.000		48,570		5.000

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Luzerne Bank's capital ratios as of March 31, 2017 and December 31, 2016 were as follows:

	March 31, 2017				December 31, 2016
(In Thousands)	Amount		Ratio		Amount		Ratio
Common Equity Tier I Capital (to Risk-weighted Assets)
Actual	$	31,028	10.400	%	$	31,102	10.165	%
For Capital Adequacy Purposes	13,426		4.500		13,769		4.500
Minimum To Maintain Capital Conservation Buffer At Reporting Date	17,155		5.750		15,682		5.125
To Be Well Capitalized	19,393		6.500		19,889		6.500
Total Capital (to Risk-weighted Assets)
Actual	$	33,460	11.215	%	$	33,589	10.977	%
For Capital Adequacy Purposes	23,868		8.000		24,479		8.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	27,597		9.250		26,391		8.625
To Be Well Capitalized	29,835		10.000		30,599		10.000
Tier I Capital (to Risk-weighted Assets)
Actual	$	31,028	10.400	%	$	31,102	10.165	%
For Capital Adequacy Purposes	17,901		6.000		18,359		6.000
Minimum To Maintain Capital Conservation Buffer At Reporting Date	21,630		7.250		20,272		6.625
To Be Well Capitalized	23,868		8.000		24,479		8.000
Tier I Capital (to Average Assets)
Actual	$	31,028	8.363	%	$	31,102	8.535	%
For Capital Adequacy Purposes	14,841		4.000		14,576		4.000
To Be Well Capitalized	18,551		5.000		18,220		5.000

In July 2013, the federal bank regulatory agencies adopted revisions to the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III.  The July 2013 final rules generally implement higherminimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital.  The new minimum capital to risk-adjusted assets requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”) and a tier 1 capital ratio of 6.0%, increased from 4.0% (and increased from 6.0% to 8.0% to be considered “well capitalized”); the total capital ratio remains at 8.0% under the new rules (10.0% to be considered “well capitalized”).  Under the new rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.  The new minimum capital requirements were effective beginning on January 1, 2015.  The capital contribution buffer requirements phase in over a three-year period beginning January 1, 2016. The Company and the Banks will continue to analyze these new rules and their effects on the business, operations and capital levels of the Company and the Banks.

Liquidity; Interest Rate Sensitivity and Market Risk

The asset/liability committee addresses the liquidity needs of the Company to ensure that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio.  In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook.

The following liquidity measures are monitored for compliance and were within the limits cited at March 31, 2017:

1. Net Loans to Total Assets, 85% maximum

2. Net Loans to Total Deposits, 100% maximum

3. Cumulative 90 day Maturity GAP %, +/- 20% maximum

4. Cumulative 1 Year Maturity GAP %, +/- 25% maximum

Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk.  The maintenance of adequate liquidity provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders.  Additionally, it provides funds for normal operating expenditures and business

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opportunities as they arise.  The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates.

The Banks, like other financial institutions, must have sufficient funds available to meet liquidity needs for deposit withdrawals, loan commitments and originations, and expenses.  In order to control cash flow, the Banks estimate future cash flows from deposits, loan payments, and investment security payments.  The primary sources of funds are deposits, principal and interest payments on loans and investment securities, FHLB borrowings, and brokered deposits.  Management believes the Banks have adequate resources to meet their normal funding requirements.

Management monitors the Company’s liquidity on both a long and short-term basis, thereby providing management necessary information to react to current balance sheet trends.  Cash flow needs are assessed and sources of funds are determined.  Funding strategies consider both customer needs and economical cost.  Both short and long-term funding needs are addressed by maturities and sales of available for sale and trading investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold.  The use of these resources, in conjunction with access to credit provides core funding to satisfy depositor, borrower, and creditor needs.

Management monitors and determines the desirable level of liquidity.  Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds.  The Company has a total current maximum borrowing capacity at the FHLB of $540,550,000.  In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $45,243,000.  Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs.  FHLB borrowings totaled $75,625,000 as of March 31, 2017.

Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities.  Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them.  Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process by segments both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected.  Repriceable assets are subtracted from repriceable liabilities, for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates.  Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted.  However, if market rates behave in a manner contrary to predictions, net interest income will suffer.  Gaps, therefore, contain an element of risk and must be prudently managed.  In addition to gap management,the Company has an asset/liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet.

The Company currently maintains a GAP position of being asset sensitive.  The Company has strategically taken this position as it has decreased the duration of the earning asset portfolio by adding quality short and intermediate term loans such as home equity loans and the selling of long-term municipal bonds.  Lengthening of the liability portfolio is being undertaken to build protection in a rising rate environment.

A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Company’s balance sheet and more specifically shareholders’ equity.  The Company does not manage the balance sheet structure in order to maintain compliance with this calculation.  The calculation serves as a guideline with greater emphases placed on interest rate sensitivity.  Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events.  As of the most recent analysis, the results of the market value at risk calculation were within established guidelines due to the strategic direction being taken.

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Interest Rate Sensitivity

In this analysis the Company examines the result of a 100, 200, 300, and 400 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner.  Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities.

The following is a rate shock forecast for the twelve month period ending March 31,2018 assuming a static balance sheet as of March 31, 2017.

	Parallel Rate Shock in Basis Points
(In Thousands)	-200			-100			Static		+100			+200			+300			+400
Net interest income	$	38,830		$	41,882		$	45,026	$	47,501		$	49,793		$	51,799		$	53,689
Change from static	(6,196		)	(3,144		)	—		2,475			4,767			6,773			8,663
Percent change from static	-13.76		%	-6.98		%	—		5.50		%	10.59		%	15.04		%	19.24		%

The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and/or call activity on investment securities.  Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change.  In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change.  Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes.

Inflation

The asset and liability structure of a financial institution is primarily monetary in nature.  Therefore, interest rates rather than inflation have a more significant impact on the Company’s performance.  Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors which are not measured by a price index.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk for the Company is comprised primarily of interest rate risk exposure and liquidity risk.  Interest rate risk and liquidity risk management is performed at both the level of the Company and the Banks.  The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced by an independent third party.  There have been no substantial changes in the Company’s gap analysis or simulation analysis compared to the information provided in the Annual Report on Form 10-K for the period ended December 31, 2016.  Additional information and details are provided in the “Liquidity, Interest Rate Sensitivity, and Market Risk” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An analysis was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on 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 March 31, 2017.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2017, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II.  OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A.  Risk Factors

There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to the Company's repurchase of common stock during the quarter ended March 31, 2017.

Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Units) Purchased		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (January 1 - January 31, 2017)	—	$	—	—	390,144
Month #2 (February 1 - February 28, 2017)	—	—		—	390,144
Month #3 (March 1 - March 31, 2017)	—	—		—	390,144

On April 24, 2017, the Board of Directors extended the previously approved authorization to repurchase up to 482,000 shares, or approximately 10%, of the outstanding shares of the Company for an additional year to April 30, 2018.  As of March 31, 2017 there have been 91,856 shares repurchased under this plan.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

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Item 6.Exhibits

3(i)	Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012).
3(ii)	Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011).
31(i)	Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
31(ii)	Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer.
32(i)	Section 1350 Certification of Chief Executive Officer.
32(ii)	Section 1350 Certification of Chief Financial Officer.
101	Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at March 31, 2017 and December 31, 2016; (ii) the Consolidated Statement of Income for the three months ended March 31, 2017 and 2016; (iii) Consolidated Statement of Comprehensive Income for the three months ended March 31, 2017 and 2016; (iv) the Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2017 and 2016; (v) the Consolidated Statement of Cash Flows for the three months ended March 31, 2017 and 2016; and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.

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SIGNATURES

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

		PENNS WOODS BANCORP, INC.
		(Registrant)
Date:	May 9, 2017	/s/ Richard A. Grafmyre
		Richard A. Grafmyre, President and Chief Executive Officer
		(Principal Executive Officer)
Date:	May 9, 2017	/s/ Brian L. Knepp
		Brian L. Knepp, Senior Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting
		Officer)

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EXHIBIT INDEX

Exhibit 31(i)	Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer
Exhibit 31(ii)	Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer
Exhibit 32(i)	Section 1350 Certification of Chief Executive Officer
Exhibit 32(ii)	Section 1350 Certification of Chief Financial Officer
Exhibit 101	Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at March 31, 2017 and December 31, 2016; (ii) the Consolidated Statement of Income for the three months ended March 31, 2017 and 2016; (iii) Consolidated Statement of Comprehensive Income for the three months ended March 31, 2017 and 2016; (iv) the Consolidated Statement of Shareholders’ Equity for the three months ended March 31, 2017 and 2016; (v) the Consolidated Statement of Cash Flows for the three months ended March 31, 2017 and 2016; and (vi) the Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections.

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