EXHIBIT 99.2

90-92 Main Street, P.O. Box 58

Wellsboro, PA 16901

Phone: (570) 724-3411 Fax: (570) 723-8097

E-Mail: cnemail@cnbankpa.com Web Page: http://www.cnbankpa.com

Stock Symbol: CZNC

Chartered 1864
		FEDERAL DEPOSIT INSURANCE CORP
March  31, 2015	QUARTERLY REPORT

Dear Shareholder:

It is with great pride that I extend greetings to you as your new CEO with this Quarterly Report. Our first six weeks as part of the C&N Team have been productive and insightful as we have engaged in all aspects of our Company. Your Board and Management Team have been open and welcoming and I am very impressed with our people and the organization. We have a great history and strong foundation to continue building on and, after meeting virtually every member of our team and a number of key customers, I have developed an appreciation for the real commitment to our franchise throughout the communities that we serve. This commitment, combined with our ability to engage the C&N Team in delivering value to our customers and communities, provides the platform for generating profitable growth to our shareholders. While we are operating in a challenging economic and regulatory environment, I am confident in our ability to deliver on this objective in the years ahead.

During the first quarter of 2015, diluted earnings per share were $.31 compared to $.35 for the fourth quarter of 2014, and $.34 for the same period in 2014. Net interest income decreased $261,000 from the fourth quarter, although the net interest margin improved to 3.74% from 3.73% in Q4 2015. A flatter yield curve and lack of loan growth have put pressure on the margin, although it remains well above peer levels. Noninterest income declined $315,000 from the prior quarter primarily due to a reduction in the value of mortgage servicing rights, lower deposit service charges and net overdraft fees, and gains from the sale of mortgage loans. Noninterest expenses increased $214,000 as a result of increased benefits costs, occupancy expenses, and charitable contributions which were partially offset by reductions in expense in a number of other expense categories. It is notable that credit quality remains strong as evidenced by the minimal loan loss provision of $3,000 during the first quarter.

Total assets, loans, and deposits all remained relatively stable as of March 31, 2015 compared to year-end 2014. As we approached the end of the quarter, after very difficult winter weather, we experienced some increase in lending activity and are cautiously optimistic about the local economy and that our business development activities are gaining traction. The Trust and Financial Management business had $833 million in assets under management as of March 31, and growing customer relationships and revenues from this division will be a continued focus moving forward. C&N’s capital position remains very strong. Total shareholders’ equity was $189.1 million at March 31, as compared to $188.4 million at the end of 2014. All capital ratios remain well in excess of regulatory standards. Management is focused on implementing strategies to leverage our capital position through loan growth. We are also committed to maintaining an attractive cash dividend, continuing the stock repurchase program announced in July 2014, and assessing other strategies that will grow the company and support shareholder value.

In closing, it is great to be on board at C&N to pursue our many opportunities. I look forward to engaging with you as we continue to build this outstanding franchise.

J. Bradley Scovill

President and CEO

CITIZENS & NORTHERN CORPORATION

BOARD OF DIRECTORS

Dennis F. Beardslee	Edward H. Owlett, III
Jan E. Fisher	J. Bradley Scovill
R. Bruce Haner	Leonard Simpson
Susan E. Hartley	James E. Towner
Leo F. Lambert, Chairman	Ann M. Tyler

CITIZENS & NORTHERN BANK

1-877-838-2517

OFFICES

428 S. Main Street, ATHENS, PA 18810

3 Main Street, CANISTEO, NY 14823

10 N Main Street, COUDERSPORT, PA 16915

111 Main Street, DUSHORE, PA 18614

563 Main Street, EAST SMITHFIELD, PA 18817

104 Main Street, ELKLAND, PA  16920

135 East Fourth Street, EMPORIUM, PA 15834

6250 County Route 64, HORNELL, NY 14843

230-232 Railroad Street, JERSEY SHORE, PA 17740

102 E. Main Street, KNOXVILLE, PA 16928

514 Main Street, LAPORTE, PA 18626

4534 Williamson Trail LIBERTY, PA 16930

1085 S. Main Street, MANSFIELD, PA 16933

612 James Monroe Avenue, MONROETON, PA 18832

3461 Rte.405 Highway, MUNCY, PA 17756

100 Maple Street, PORT ALLEGANY, PA 16743

24 Thompson Street, RALSTON, PA 17763

1827 Elmira Street, SAYRE, PA 18840

2 E. Mountain Ave., SO. WILLIAMSPORT, PA  17702

41 Main Street, TIOGA, PA 16946

428 Main Street, TOWANDA, PA18848

Court House Square, TROY, PA 16947

90-92 Main Street, WELLSBORO, PA 16901

130 Court Street, WILLIAMSPORT, PA 17701

1510 Dewey Ave., WILLIAMSPORT, PA 17702

Route 6, WYSOX, PA 18854

TRUST & FINANCIAL MANAGEMENT GROUP

3 Main Street, Canisteo, NY 14823	607-698-4295
10 N Main Street, Coudersport, PA 16915	800-921-9150
1827 Elmira Street, Sayre, PA 18840	888-760-8192
428 Main Street, Towanda, PA 18848	888-987-8784
90-92 Main Street, Wellsboro, PA 16901	888-487-8784
130 Court Street, Williamsport, PA  17701	866-732-7213
DEPOSIT OPERATIONS - 90-92 Main St., Wellsboro, PA 16901
BANKCARD SERVICES -90-92 Main St., Wellsboro PA 16901	800-577-8001
ELECTRONIC BANKING – 90-92 Main St., Wellsboro, PA 16901	877-838-2517
www.cnbankpa.com
C&N FINANCIAL SERVICES CORPORATION – 90-92 Main Street, Wellsboro, PA	866-ASK-CNFS
www.cnfinancialservices.com

CONDENSED, CONSOLIDATED EARNINGS INFORMATION
(In Thousands, Except Per Share Data)   (Unaudited)
	1ST		4TH		1ST
	QUARTER		QUARTER		QUARTER
	2015		2014		2014
	(Current)		(Prior Qtr)		(Prior Yr)
Interest and Dividend Income	$	11,163	$	11,468	$	11,406
Interest Expense		1,213		1,257		1,288
Net Interest Income		9,950		10,211		10,118
Provision (Credit) for Loan Losses		3		123		(311	)
Net Interest Income After Provision (Credit) for Loan Losses		9,947		10,088		10,429
Other Income		3,487		3,802		3,751
Net Gains on Available-for-sale Securities		74		210		31
Other Noninterest Expenses		8,464		8,250		8,524
Income Before Income Tax Provision		5,044		5,850		5,687
Income Tax Provision		1,229		1,482		1,399
Net Income	$	3,815	$	4,368	$	4,288
PER COMMON SHARE DATA:
Net Income – Basic	$	0.31	$	0.36	$	0.35
Net Income – Diluted	$	0.31	$	0.35	$	0.34
Dividend Per Share	$	0.26	$	0.26	$	0.26
Number Shares Used in Computation - Basic		12,268,306		12,302,646		12,417,627
Number Shares Used in Computation - Diluted		12,289,139		12,325,409		12,444,797

CONDENSED, CONSOLIDATED BALANCE SHEET DATA
(In Thousands, Except Per Share Data)    (Unaudited)
	MARCH 31,		DEC. 31,		MARCH 31,
	2015		2014		2014
ASSETS
Cash & Due from Banks	$	36,430	$	36,047	$	61,087
Available-for-sale Securities		527,814		516,807		484,014
Loans Held for Sale		214		0		133
Loans, Net		621,211		623,209		617,475
Intangible Assets		11,989		11,994		12,020
Other Assets		54,300		53,906		60,410
TOTAL ASSETS	$	1,251,958	$	1,241,963	$	1,235,139
LIABILITIES
Deposits	$	976,634	$	967,989	$	961,833
Repo Sweep Accounts		5,840		5,537		4,730
Total Deposits and Repo Sweeps		982,474		973,526		966,563
Borrowed Funds		72,988		73,060		73,270
Other Liabilities		7,393		7,015		10,544
TOTAL LIABILITIES		1,062,855		1,053,601		1,050,377
SHAREHOLDERS' EQUITY
Common Shareholders' Equity, Excluding Accumulated
Other Comprehensive Income		181,437		183,002		182,220
Accumulated Other Comprehensive Income:
Net Unrealized Gains/Losses on
Available-for-sale Securities		7,654		5,281		2,442
Defined Benefit Plans		12		79		100
TOTAL SHAREHOLDERS' EQUITY		189,103		188,362		184,762
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	1,251,958	$	1,241,963	$	1,235,139

CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS
(In Thousands, Except Per Share Data)       (Unaudited)
	3 MONTHS ENDED						%
	MARCH 31,						INCREASE
	2015			2014			(DECREASE)
EARNINGS PERFORMANCE
Net Income	$	3,815		$	4,288			-11.03	%
Return on Average Assets		1.23	%		1.41	%		-12.77	%
Return on Average Equity		8.08	%		9.41	%		-14.13	%
BALANCE SHEET HIGHLIGHTS
Total Assets	$	1,251,958		$	1,235,139			1.36	%
Available-for-Sale Securities		527,814			484,014			9.05	%
Loans (Net)		621,211			617,475			0.61	%
Allowance for Loan Losses		7,134			8,343			-14.49	%
Deposits and Repo Sweep Accounts		982,474			966,563			1.65	%
OFF-BALANCE SHEET
Outstanding Balance of Mortgage Loans Sold
with Servicing Retained		151,272			147,391			2.63	%
Trust Assets Under Management		832,550			797,833			4.35	%
SHAREHOLDERS' VALUE
(PER COMMON SHARE)
Net Income - Basic	$	0.31		$	0.35			-11.43	%
Net Income - Diluted	$	0.31		$	0.34			-8.82	%
Dividends	$	0.26		$	0.26			0.00	%
Common Book Value	$	15.51		$	14.87			4.30	%
Tangible Common Book Value	$	14.53		$	13.90			4.53	%
Market Value (Last Trade)	$	20.18		$	19.71			2.38	%
Market Value /  Common Book Value		130.11	%		132.55	%		-1.84	%
Market Value /  Tangible Common Book Value		138.89	%		141.80	%		-2.05	%
Price Earnings Multiple		16.27			14.08			15.55	%
Dividend Yield		5.15	%		5.28	%		-2.46	%
Common Shares Outstanding, End of Period		12,193,184			12,429,000			-1.90	%
SAFETY AND SOUNDNESS
Tangible Common Equity / Tangible Assets		14.28	%		14.12	%		1.13	%
Nonperforming Assets / Total Assets		1.33	%		1.44	%		-7.64	%
Allowance for Loan Losses / Total Loans		1.14	%		1.33	%		-14.29	%
Total Risk Based Capital Ratio (a)		25.86	%		27.71	%		-6.68	%
Tier 1 Risk Based Capital Ratio (a)		24.63	%		26.26	%		-6.21	%
Common Equity Tier 1 Risk Based Capital Ratio (a)		24.63	%
Leverage Ratio (a)		13.86	%		14.11	%		-1.77	%
AVERAGE BALANCES
Average Assets	$	1,242,025		$	1,218,992			1.89	%
Average Equity	$	188,841		$	182,307			3.58	%

(a) Capital ratios for the most recent period are estimated. The Common Equity Tier 1 Risk Based Capital Ratio became applicable to the Corporation in the first quarter 2015.