SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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

For the Transition Period from to .

(Commission File Number)

PENNS WOODS BANCORP, INC.



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)



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 November 1, ~~2016~~2017 there were ~~4,734,310~~4,688,739 shares of the Registrant’s common stock outstanding.

PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

Three Months Ended September 30, Nine Months Ended September 30,
(In Thousands, Except Per Share Data) 2016 2015 2016 2015
INTEREST AND DIVIDEND INCOME:

Loans, including fees $ 10,541
$ 9,862
$ 31,362
$ 28,937
Investment securities:

Taxable 601
829
1,825
2,728
Tax-exempt 329
676
1,203
2,187
Dividend and other interest income 189
156
666
597
TOTAL INTEREST AND DIVIDEND INCOME 11,660
11,523
35,056
34,449
INTEREST EXPENSE:

Deposits 909
800
2,624
2,328
Short-term borrowings 7
31
41
78
Long-term borrowings 497
458
1,481
1,476
TOTAL INTEREST EXPENSE 1,413
1,289
4,146
3,882
NET INTEREST INCOME 10,247
10,234
30,910
30,567
PROVISION FOR LOAN LOSSES 258
520
866
1,820
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,989
9,714
30,044
28,747
NON-INTEREST INCOME:

Service charges 585
621
1,678
1,772
Net securities gains, available for sale 253
526
1,174
1,713
Net securities gains (losses), trading 8
(33 ) 54
(37 )
Bank-owned life insurance 172
182
516
541
Gain on sale of loans 658
524
1,691
1,305
Insurance commissions 198
185
604
623
Brokerage commissions 290
297
817
836
Other 918
835
2,723
2,701
TOTAL NON-INTEREST INCOME 3,082
3,137
9,257
9,454
NON-INTEREST EXPENSE:

Salaries and employee benefits 4,507
4,302
13,433
13,073
Occupancy 544
529
1,630
1,721
Furniture and equipment 662
686
2,042
1,924
Pennsylvania shares tax 220
244
698
711
Amortization of investment in limited partnerships 46
165
266
496
Federal Deposit Insurance Corporation deposit insurance 202
209
670
654
Marketing 173
160
568
434
Intangible amortization 90
73
276
235
Other 2,295
2,162
6,882
6,171
TOTAL NON-INTEREST EXPENSE 8,739
8,530
26,465
25,419
INCOME BEFORE INCOME TAX PROVISION 4,332
4,321
12,836
12,782
INCOME TAX PROVISION 1,273
957
3,307
2,630
NET INCOME $ 3,059
$ 3,364
$ 9,529
$ 10,152
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.65
$ 0.71
$ 2.01
$ 2.12
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 4,733,800
4,761,576
4,735,844
4,780,776
DIVIDENDS DECLARED PER SHARE $ 0.47
$ 0.47
$ 1.41
$ 1.41



	Three Months Ended September 30,					Nine Months Ended September 30,
(In Thousands, Except Per Share Data)	2017			2016		2017			2016
INTEREST AND DIVIDEND INCOME:
Loans, including fees	$	11,906		$	10,541	$	33,642		$	31,362
Investment securities:
Taxable	553			601		1,665			1,825
Tax-exempt	319			329		940			1,203
Dividend and other interest income	170			189		592			666
TOTAL INTEREST AND DIVIDEND INCOME	12,948			11,660		36,839			35,056
INTEREST EXPENSE:
Deposits	1,058			909		2,968			2,624
Short-term borrowings	31			7		39			41
Long-term borrowings	407			497		1,220			1,481
TOTAL INTEREST EXPENSE	1,496			1,413		4,227			4,146
NET INTEREST INCOME	11,452			10,247		32,612			30,910
PROVISION FOR LOAN LOSSES	60			258		605			866
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	11,392			9,989		32,007			30,044
NON-INTEREST INCOME:
Service charges	550			585		1,637			1,678
Net securities gains, available for sale	302			253		487			1,174
Net securities (losses) gains, trading	(4		)	8		(2		)	54
Bank-owned life insurance	166			172		499			516
Gain on sale of loans	455			658		1,316			1,691
Insurance commissions	109			198		399			604
Brokerage commissions	352			290		1,044			817
Debit card fees	514			690		1,450			1,413
Other	296			228		1,325			1,310
TOTAL NON-INTEREST INCOME	2,740			3,082		8,155			9,257
NON-INTEREST EXPENSE:
Salaries and employee benefits	4,738			4,507		14,116			13,433
Occupancy	603			544		1,855			1,630
Furniture and equipment	816			662		2,129			2,042
Software amortization	235			580		750			950
Pennsylvania shares tax	228			220		696			698
Professional fees	560			502		1,816			1,512
Federal Deposit Insurance Corporation deposit insurance	194			202		514			670
Debit card expenses	168			246		478			456
Marketing	315			173		690			568
Intangible amortization	81			90		256			276
Other	1,628			1,013		4,314			4,230
TOTAL NON-INTEREST EXPENSE	9,566			8,739		27,614			26,465
INCOME BEFORE INCOME TAX PROVISION	4,566			4,332		12,548			12,836
INCOME TAX PROVISION	1,282			1,273		3,491			3,307
NET INCOME	$	3,284		$	3,059	$	9,057		$	9,529
EARNINGS PER SHARE - BASIC AND DILUTED	$	0.70		$	0.65	$	1.92		$	2.01
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED	4,688,222			4,733,800		4,711,282			4,735,844
DIVIDENDS DECLARED PER SHARE	$	0.47		$	0.47	$	1.41		$	1.41

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY

COMPREHENSIVE LOSS (INCOME)

SHAREHOLDERS’ EQUITY

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, ~~2015.~~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 4039 through 48 of the Form 10-K for the year ended December 31, ~~2015.~~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 and parenthesis indicating debits, as of September 30, ~~2016~~2017 and ~~2015~~2016 were as follows:



	Three Months Ended September 30, 2017									Three Months Ended September 30, 2016
(In Thousands)	Net Unrealized Loss on Available for Sale Securities			Defined Benefit Plan			Total			Net Unrealized Gain on Available for Sale Securities			Defined Benefit Plan			Total
Beginning balance	$	(16	)	$	(4,233	)	$	(4,249	)	$	1,838		$	(4,006	)	$	(2,168	)
Other comprehensive income (loss) before reclassifications	287			—			287			(182		)	—			(182		)
Amounts reclassified from accumulated other comprehensive loss	(198		)	30			(168		)	(167		)	26			(141		)
Net current-period other comprehensive income	89			30			119			(349		)	26			(323		)
Ending balance	$	73		$	(4,203	)	$	(4,130	)	$	1,489		$	(3,980	)	$	(2,491	)

Net Unrealized Gain on Available

The reclassifications out of accumulated other comprehensive loss shown, net of tax and parenthesis indicating debits to net income, as of September 30, ~~2016~~2017 and ~~2015~~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 September 30, 2017			Three Months Ended September 30, 2016			Affected Line Item in the Consolidated Statement of Income
Net unrealized (loss) gain on available for sale securities	$	302		$	253		Net securities (losses) gains, available for sale
Income tax effect	(104		)	(86		)	Income tax provision
Total reclassifications for the period	$	198		$	167

Net unrecognized pension costs	(45		)	(39		)	Salaries and employee benefits
Income tax effect	15			13			Income tax provision
Total reclassifications for the period	(30		)	(26		)



Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected Line Item in the Consolidated Statement of Income
	Nine months ended September 30, 2017			Nine months ended September 30, 2016			Affected Line Item in the Consolidated Statement of Income
Net unrealized gain on available for sale securities	$	487		$	1,174		Net securities gains, available for sale
Income tax effect	(166		)	(398		)	Income tax provision
Total reclassifications for the period	$	321		$	776

Net unrecognized pension costs	(129		)	(117		)	Salaries and employee benefits
Income tax effect	43			40			Income tax provision
Total reclassifications for the period	(86		)	(77		)

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 September 30, 2016 Three Months Ended September 30, 2015
Net unrealized gain on available for sale securities $ 253
$ 526
Net securities gains, available for sale
Income tax effect (86 ) (179 ) Income tax provision
Total reclassifications for the period $ 167
$ 347
Net of tax

Net unrecognized pension costs $ (39 ) $ (39 ) Salaries and employee benefits
Income tax effect 13
13
Income tax provision
Total reclassifications for the period $ (26 ) $ (26 ) Net of tax

Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss
Affected Line Item
in the Consolidated
Statement of Income
Six Months Ended June 30, 2016 Nine Months Ended September 30, 2015
Net unrealized gain on available for sale securities $ 1,174
$ 1,713
Net securities gains, available for sale
Income tax effect (398 ) (582 ) Income tax provision
Total reclassifications for the period $ 776
$ 1,131
Net of tax

Net unrecognized pension costs $ (117 ) $ (119 ) Salaries and employee benefits
Income tax effect 40
40
Income tax provision
Total reclassifications for the period $ (77 ) $ (79 ) Net of tax

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 Update’s 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~~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~~Subsequently, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606). The amendments in this Update defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, ~~2016,~~2017, including interim reporting periods within that reporting period. ~~The Company is currently evaluating~~All other entities should apply the ~~impact~~guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the ~~adoption~~guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company's financial instruments are not within the scope of Topic 606. However, we do expect that the standard will ~~have on the Company's financial position or results of operation.~~result in new disclosure requirements, which are currently being evaluated.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial ~~Liabilities.~~Liabilities. This ~~update~~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~~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)~~(g) 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~~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

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employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this ~~update~~Update are effective for fiscal years beginning after December 15, 2018, and interim

~~Table of Contents~~

periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this ~~update~~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:~~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 ~~evaluating~~assessing the ~~impact~~practical expedients it may elect at adoption, but does not anticipate the ~~adoption of the standard~~amendments will have a significant impact on the financial statements. Based on the Company’s ~~financial position or results~~preliminary analysis of ~~operations.~~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.

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

In March 2016, the FASB issued ASU ~~2016-05,~~2016-08, ~~Derivatives and Hedging~~Revenue from Contracts with Customers (Topic ~~815)~~606). . The amendments in this ~~update apply~~Update affect entities with transactions included within the scope of Topic 606, which includes entities that enter into contracts with customers to ~~all reporting entities~~transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for ~~which there is a change in the counterparty to a derivative instrument that has been designated as a heading instrument under Topic 815~~consideration. .The ~~standards~~amendments in this ~~update~~Update do not change the core principle of the guidance in Topic 606; they simply clarify ~~that a change~~the implementation guidance on principal versus agent considerations. The amendments in this Update are intended to improve the ~~counterparty to a derivative instrument that has been designated as~~operability and understandability of the ~~hedging instrument under Topic 815~~implementation guidance on principal versus agent considerations. The amendments in this Update affect the guidance in ASU 2014-09, ~~does~~Revenue from Contracts with Customers (Topic 606), which is not inyet effective. The effective date and ~~of itself, require designation of that hedging relationship provided that all other hedge accounting criteria continue to be met.~~ ~~For public business entities,~~transition requirements for the amendments in this ~~update~~Update are the same as the effective date and transition requirements of Update 2014-09. ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. 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 April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606). The amendments in this Update affect entities with transactions included within the scope of Topic 606, which includes entities that enter into contracts with customers to transfer goods or services in exchange for ~~financial statements issued~~consideration. The amendments in this Update do not change the core principle for ~~fiscal years beginning after December 15, 2016,~~revenue recognition in Topic 606. Instead, the amendments provide (1) more detailed guidance in a few areas and ~~interim periods within those fiscal years. For all other entities,~~(2) additional implementation guidance and examples based on feedback the FASB received from its stakeholders. The amendments are expected to reduce the degree of judgment necessary to comply with Topic 606, which the FASB expects will reduce the potential for diversity arising in practice and reduce the cost and complexity of applying the guidance. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this ~~update~~Update are the same as the effective ~~for~~date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial ~~statements~~position or results of operations.

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In May 2016, the FASB issued ~~for fiscal years beginning after December 15, 2017,~~ASU 2016-12, Revenue from Contracts with Customers (Topic 606), which among other things clarifies the objective of the collectability criterion in Topic 606, as well as certain narrow aspects of Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and ~~interim periods within fiscal years beginning after December 15, 2018. An entity has an option to apply~~transition requirements for the amendments in this ~~update on e~~Update are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, ~~ither a prospective basis or a modified retrospective basis. Early adoption is permitted, including adoption in an interim period.~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. This ~~update~~Update is not expected to have a significant impact on the Company’s financial ~~statements.~~statements

In June 2016, the FASB issued ASU 2016-13, Financial ~~Instruments-Credit~~Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments~~(“ASU 2016-13”)~~, which changes the impairment model for most financial assets. This ~~ASU~~Update 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~~Update 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~~We expect to recognize a one-time cumulative effect adjustment to the ~~impact the adoption~~allowance for loan losses as of the beginning of the first reporting period in which the new standard ~~will have~~is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the ~~Company’s~~consolidated financial ~~position or results of operations.~~statements.

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

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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 2016-17, Consolidation (Topic 810), which amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. Under the amendments, a single decision maker is not required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety. Instead, a single decision maker is required to include those interests on a proportionate basis consistent with indirect interests held through other related parties. The provisions in ASU 2016-17 are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the Update is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the Update in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. This Update is not expected to have a significant impact on the Company’s financial statements.

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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. This Update is not expected to have a significant impact on the Company’s financial statements.

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. This Update is not expected to have a significant impact on the Company’s financial statements, or the Company is currently evaluating the impact the adoption.

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In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715). The amendments in this Update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period. For all other entities (including all nonprofit organizations “NPOs”), it is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. This guidance is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost. This Update is not expected to have a significant impact on the Company’s financial statements.

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. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718), which affects any entity that changes the terms or conditions of a share-based payment award. This Update amends the definition of modification by qualifying that modification accounting does not apply to changes to outstanding share-based payment awards that do not affect the total fair value, vesting requirements, or equity/liability classification of the awards. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied prospectively to an award modified on or after the adoption date. This Update is not expected to have a significant impact on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-10, Service Concession Arrangements (Topic 853), which applies to the accounting by operating entities for service concession arrangements within the scope of Topic 853. The amendments in this Update clarify that the grantor (government), rather than the third-party drivers, is the customer of the operation services in all cases for service concession arrangements within the scope of Topic 853. For an entity that has not adopted Topic 606 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update generally are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by ASU 2014-09, Revenue from Contracts with Customers (Topic 606)). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, deferred the effective date of Update 2014-09 by one year. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down-round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in

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Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of 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 in Part I of this Update 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 for all entities, 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 Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. This Update is not expected to have a significant impact on the Company’s financial statements.

In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. The Update also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. This Update is not expected to have a significant impact on the Company’s financial statements.

Note 4. Per Share Data

There are no convertible securities which would affect the denominator in calculating basic and dilutive earnings per share. There ~~are~~were a total of 95,000 stock options, with an average exercise price of $43.64, outstanding on September 30, 2017. These options were excluded, 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 $43.53 being less than the exercise price of the options. There were a total of 31,000 stock options outstanding ~~however, since~~for the ~~strike~~same period end in 2016 that had an average exercise price of $42.03 ~~is greater than~~and were excluded from the computation of diluted earnings per share because the average ~~closing~~ market price of common shares was $41.10 for the ~~options are not included in the denominator when calculating basic and dilutive earnings per share.~~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 September 30, Nine Months Ended September 30,
2016 2015 2016 2015
Weighted average common shares issued 5,006,252
5,003,979
5,005,707
5,003,396
Weighted average treasury stock shares (272,452 ) (242,403 ) (269,863 ) (222,620 )
Weighted average common shares and common stock equivalents used to calculate basic and diluted earnings per share 4,733,800
4,761,576
4,735,844
4,780,776



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Weighted average common shares outstanding - basic	4,688,222		5,006,252		4,711,282		5,005,707
Weighted average treasury stock shares	(320,150	)	(272,452	)	(296,514	)	(269,863	)
Weighted average common shares outstanding - diluted	4,368,072		4,733,800		4,414,768		4,735,844

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Note 5. Investment Securities

The amortized cost, gross unrealized gains and losses, and fair values of investment securities available for sale at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are as follows:

September 30, 2016
Gross Gross
Amortized Unrealized Unrealized Fair
(In Thousands) Cost Gains Losses Value
Available for sale (AFS)

U.S. Government and agency securities $ —
$ —
$ —
$ —
Mortgage-backed securities 10,079
242
(62 ) 10,259
Asset-backed securities 1,543
—
(5 ) 1,538
State and political securities 60,838
1,807
(3 ) 62,642
Other debt securities 54,752
689
(1,228 ) 54,213
Total debt securities 127,212
2,738
(1,298 ) 128,652
Financial institution equity securities 9,822
951
—
10,773
Other equity securities 1,767
13
(148 ) 1,632
Total equity securities 11,589
964
(148 ) 12,405
Total investment securities AFS $ 138,801
$ 3,702
$ (1,446 ) $ 141,057

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	September 30, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available for sale (AFS):
Mortgage-backed securities	$	4,544	$	79	$	(93	)	$	4,530
State and political securities	61,868		640		(181		)	62,327
Other debt securities	52,954		220		(1,201		)	51,973
Total debt securities	119,366		939		(1,475		)	118,830
Financial institution equity securities	11,537		687		—			12,224
Non-financial institution equity securities	1,300		—		(41		)	1,259
Total equity securities	12,837		687		(41		)	13,483
Total investment securities AFS	$	132,203	$	1,626	$	(1,516	)	$	132,313


	December 31, 2015									December 31, 2016
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Available for sale (AFS)
U.S. Government and agency securities	$	3,586	$	—	$	(37	)	$	3,549
Available for sale (AFS):
Mortgage-backed securities	9,785		284		(60		)	10,009		$	9,295	$	182	$	(164	)	$	9,313
Asset-backed securities	1,960		—		(20		)	1,940		109		—		—			109
State and political securities	84,992		1,797		(234		)	86,555		60,777		666		(509		)	60,934
Other debt securities	59,832		185		(2,245		)	57,772		53,046		137		(2,065		)	51,118
Total debt securities	160,155		2,266		(2,596		)	159,825		123,227		985		(2,738		)	121,474
Financial institution equity securities	10,397		1,100		(14		)	11,483		9,566		969		—			10,535
Other equity securities	5,214		70		(435		)	4,849
Non-financial institution equity securities										1,667		—		(184		)	1,483
Total equity securities	15,611		1,170		(449		)	16,332		11,233		969		(184		)	12,018
Total investment securities AFS	$	175,766	$	3,436	$	(3,045	)	$	176,157	$	134,460	$	1,954	$	(2,922	)	$	133,492

The amortized cost and fair values of trading investment securities at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 are as ~~follows.~~follows:

Total net ~~realized~~trading losses of $4,000 and $2,000 for the three and nine month periods ended September 30, 2017 compared to net trading gains of $8,000 and $54,000 for the three and nine month periods ended September 30, 2016 ~~compared to the net realized trading loss of $33,000 and $37,000 for the three and nine month periods ended September 30, 2015~~ 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 September 30, ~~2016~~2017 and December 31, ~~2015.~~

At September 30, ~~2016~~2017, there were a total of 1334 securities in a continuous unrealized loss position for less than twelve months and 1120 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 September 30, ~~2016,~~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 September 30, ~~2016,~~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.

Total gross proceeds from sales of securities available for sale ~~were $42,180,000 and $43,051,000~~ for the three and nine months ended September 30, 2017 were $6,478,000 and $15,443,000, a decrease from the 2016 totals of $16,168,000 and ~~2015, respectively.~~ $42,180,000.

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

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

There were no impairment charges included in gross realized losses for the three and nine months ended September 30, 2017 and 2016, ~~and 2015,~~ respectively.

Investment securities with a carrying value of approximately ~~$102,872,000~~$98,157,000 and ~~$131,089,000~~$95,199,000 at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law.

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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

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 September 30, 2016. The fair value of purchased credit-impaired loans, on the acquisition date, was determined, primarily based on the fair value of loan collateral. The carrying value of purchased loans acquired with deteriorated credit quality was $329,000 at September 30, 2016.

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 additional information regarding loans acquired in the Luzerne Bank transaction with specific evidence of deterioration in credit quality:~~

(In Thousands) September 30, 2016 December 31, 2015
Outstanding balance $ 429
$ 441
Carrying amount 329
341

There were no material increases or decreases in the expected cash flows of these loans between June 1, 2013 (the “acquisition date”) and September 30, 2016. There has been no allowance for loan losses recorded for acquired loans with specific evidence of deterioration in credit quality as of September 30, 2016.

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 and nine months ended September 30, ~~2016~~2017 and ~~2015:~~2016:

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

Interest Income That

Original Term and Rate

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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

The following table presents the average recorded investment in impaired loans and related interest income recognized for the three and nine months ended for September 30, ~~2016~~2017 and ~~2015:~~2016:

Three Months Ended September 30,
2016 2015
(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 $ 346
$ 4
$ —
$ 699
$ 5
$ —
Real estate mortgage:

Residential 2,784
23
41
2,245
17
14
Commercial 12,383
83
16
14,210
90
35
Construction 67
—

906
—
17
$ 15,580
$ 110
$ 57
$ 18,060
$ 112
$ 66



	Nine Months Ended September 30,
	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	$	324	$	24	$	7	$	586	$	12	$	1
Real estate mortgage:
Residential	3,212		48		80		4,539		67		68
Commercial	12,635		137		42		16,988		247		96
Construction	—		—		—		208		—		—
Installment loans to individuals	8		—		2		—		—		—
	$	16,179	$	209	$	131	$	22,321	$	326	$	165

Currently, there is ~~$24,000~~$10,000 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.

There were two loan modifications that were considered TDRs completed during the three and nine months ended September 30, ~~2016.~~2017. Loan modifications that are considered TDRs completed during the three and nine months ended September 30, 2016 ~~and 2015 and~~ were as follows:

There were no loan modifications considered to be TDRs made during the twelve months previous to September 30, 2017 that defaulted during the nine months ended September 30, 2017. There were five loan modifications considered ~~to be~~ TDRs made during the twelve months previous to September 30, 2016 that defaulted during the nine months ended September 30, 2016. The defaulted loan types and recorded investments at ~~March 31,~~September 30, 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. There was one loan modifications considered TDRs made during the twelve months previous to September 30, 2015 that defaulted during the nine months ended September 30, 2015. The loan that defaulted is a commercial real estate loans with a recorded investment of $48,000 at September 30, 2015.

Troubled debt restructurings amounted to ~~$9,219,000~~$8,429,000 and ~~$9,647,000~~$9,180,000 as of September 30, ~~2016~~2017 and December 31, ~~2015.~~2016.

The amount of foreclosed residential real estate held at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, totaled $0$458,000 and ~~$102,000,~~$839,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, totaled ~~$872,000~~$458,000 and ~~$448,000,~~$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 September 30, ~~2016~~2017 and December 31, ~~2015:~~

September 30, 2016
Commercial, Financial, and Agricultural Real Estate Mortgages Installment Loans to Individuals
(In Thousands) Residential Commercial Construction Totals
Pass $ 152,425
$ 553,115
$ 277,903
$ 26,929
$ 32,200
$ 1,042,572
Special Mention 2,739
587
6,063
—
—
9,389
Substandard 363
2,910
15,623
—
—
18,896
$ 155,527
$ 556,612
$ 299,589
$ 26,929
$ 32,200
$ 1,070,857

2016:



	December 31, 2016
	Commercial, Financial, and Agricultural		Real Estate Mortgages						Installment Loans to Individuals
(In Thousands)	Commercial, Financial, and Agricultural		Residential		Commercial		Construction		Installment Loans to Individuals		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

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 and nine months ended September 30, ~~2016~~2017 and ~~2015:~~2016:



	Three Months Ended September 30, 2017
	Commercial, Financial, and Agricultural			Real Estate Mortgages								Installment Loans to Individuals
(In Thousands)	Commercial, Financial, and Agricultural			Residential			Commercial		Construction			Installment Loans to Individuals			Unallocated			Totals
Beginning Balance	$	1,731		$	5,337		$	3,727	$	172		$	779		$	1,363		$	13,109
Charge-offs	(68		)	(155		)	—		—			(55		)	—			(278		)
Recoveries	6			16			—		2			18			—			42
Provision	(81		)	232			300		(26		)	144			(509		)	60
Ending Balance	$	1,588		$	5,430		$	4,027	$	148		$	886		$	854		$	12,933



	Three Months Ended September 30, 2016
	Commercial, Financial, and Agricultural			Real Estate Mortgages								Installment Loans to Individuals
(In Thousands)	Commercial, Financial, and Agricultural			Residential			Commercial		Construction			Installment Loans to Individuals			Unallocated		Totals
Beginning Balance	$	1,273		$	5,851		$	4,001	$	143		$	277		$	972	$	12,517
Charge-offs	(18		)	(4		)	—		—			(67		)	—		(89		)
Recoveries	4			8			3		1			16			—		32
Provision	(9		)	(550		)	642		(29		)	111			93		258
Ending Balance	$	1,250		$	5,305		$	4,646	$	115		$	337		$	1,065	$	12,718

Three Months Ended September 30, 2015
Commercial, Financial, and Agricultural Real Estate Mortgages Installment Loans to Individuals
(In Thousands) Residential Commercial Construction Unallocated Totals
Beginning Balance $ 1,286
$ 4,334
$ 3,869
$ 548
$ 237
$ 991
$ 11,265
Charge-offs —
(29 ) (294 ) —
(47 ) —
(370 )
Recoveries 23
32
—
3
16
—
74
Provision (1 ) 150
305
(187 ) 39
214
520
Ending Balance $ 1,308
$ 4,487
$ 3,880
$ 364
$ 245
$ 1,205
$ 11,489

Nine Months Ended September 30, 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 (167 ) (11 ) —
—
(171 ) —
(349 )
Recoveries 56
14
8
6
73
—
157
Provision (171 ) 186
421
(51 ) 192
289
866
Ending Balance $ 1,250
$ 5,305
$ 4,646
$ 115
$ 337
$ 1,065
$ 12,718


	Nine Months Ended September 30, 2015																										Nine Months Ended September 30, 2017
	Commercial, Financial, and Agricultural				Real Estate Mortgages											Installment Loans to Individuals											Commercial, Financial, and Agricultural				Real Estate Mortgages											Installment Loans to Individuals
(In Thousands)				Residential				Commercial				Construction				Installment Loans to Individuals			Unallocated				Totals				Commercial, Financial, and Agricultural			Residential				Commercial				Construction				Installment Loans to Individuals			Unallocated				Totals
Beginning Balance	Commercial, Financial, and Agricultural	$	1,124			$	3,755			$	4,205			$	786		$	245			$	464			$	10,579		$	1,554			$	5,383			$	4,975			$	178		$	416			$	390			$	12,896
Charge-offs	(283		)		(30		)		(743		)		(46		)	(161		)		—				(1,263		)	(81		)		(540		)		—				—			(186		)		—				(807		)
Recoveries	51				69				169				19			45				—				353			117				51				1				7			63				—				239
Provision	416				693				249				(395		)	116				741				1,820			(2		)		536				(949		)		(37		)	593				464				605
Ending Balance	$	1,308			$	4,487			$	3,880			$	364		$	245			$	1,205			$	11,489		$	1,588			$	5,430			$	4,027			$	148		$	886			$	854			$	12,933



	Nine Months Ended September 30, 2016
	Commercial, Financial, and Agricultural			Real Estate Mortgages								Installment Loans to Individuals
(In Thousands)	Commercial, Financial, and Agricultural			Residential			Commercial		Construction			Installment Loans to Individuals			Unallocated		Totals
Beginning Balance	$	1,532		$	5,116		$	4,217	$	160		$	243		$	776	$	12,044
Charge-offs	(167		)	(11		)	—		—			(171		)	—		(349		)
Recoveries	56			14			8		6			73			—		157
Provision	(171		)	186			421		(51		)	192			289		866
Ending Balance	$	1,250		$	5,305		$	4,646	$	115		$	337		$	1,065	$	12,718

The shifts in allocation of the loan provision is due to an increase in residential originations along with a tapering of commercial originations along with the increase in installment loan volume. Within installment loans to individuals is indirect auto lending that was started during 2016.

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 September 30, ~~2016~~2017 and ~~2015:~~2016:

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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

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, ~~2015.~~2016.

The following sets forth the components of the net periodic benefit/cost of the domestic non-contributory defined benefit plan for the three and nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively:

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, ~~2015,~~2016, that it expected to contribute a minimum of $500,000 to its defined benefit plan in ~~2016.~~2017. As of September 30, ~~2016,~~2017, there were contributions of $500,000 made to the plan with additional contributions of at least $250,000 anticipated during the remainder of ~~2016.~~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 nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, there were ~~1,617~~1,611 and ~~1,723~~1,617 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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

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 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 ~~balance sheet~~Consolidated Balance Sheet at their fair value on a recurring basis as of September 30, ~~2016~~2017 and December 31, ~~2015,~~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.


	September 30, 2016								September 30, 2017
(In Thousands)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets measured on a recurring basis:
Investment securities, available for sale:
U.S. Government and agency securities	$	—	$	—	$	—	$	—
Mortgage-backed securities	—		10,259		—		10,259		$	—	$	4,530	$	—	$	4,530
Asset-backed securities	—		1,538		—		1,538
State and political securities	—		62,642		—		62,642		—		62,327		—		62,327
Other debt securities	—		54,213		—		54,213		—		51,973		—		51,973
Financial institution equity securities	10,773		—		—		10,773		12,224		—		—		12,224
Other equity securities	1,632		—		—		1,632
Non-financial institution equity securities									1,259		—		—		1,259
Investment securities, trading:
Financial institution equity securities	—		—		—		—		63		—		—		63
Total assets measured on a recurring basis	$	12,405	$	128,652	$	—	$	141,057
Non-financial institution equity securities									147		—		—		147

The following table presents the assets reported on the Consolidated Balance Sheet at their fair value on a non-recurring basis as of September 30, ~~2016~~2017 and December 31, ~~2015,~~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.

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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

September 30, 2016

September 30, 2017

Quantitative Information About Level III Fair Value Measurements

(In Thousands)

Fair Value

Valuation Technique(s)

Unobservable Inputs

Range

Weighted Average

Fair Value

Valuation Technique(s)

Unobservable Inputs

Range

Weighted Average

Impaired loans

5,126

Discounted cash flow

Temporary reduction in payment amount

0 to (70)%

(16)%

5,753

Discounted cash flow

Temporary reduction in payment amount

0 to (100)%

(18)%

9,304

Appraisal of collateral

Appraisal adjustments (1)

0 to (20)%

(13)%

7,035

Appraisal of collateral (1)

Appraisal adjustments (1)

0 to (20)%

(16)%

Other real estate owned

1,290

Appraisal of collateral (1)

108

Appraisal of collateral (1)

Appraisal adjustments (1)

(20)%

(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.

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 September 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

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.

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.

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.

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 ~~to a group of employees. Each option granted has~~with a strike price of $42.03 ~~and is exercisable only after~~to employees that have a five ~~years following the date of the grant of such options. The options~~year vesting period and expire ten years ~~following~~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 ~~grant~~70,000 grants awarded, 46,250 of ~~such options.~~the options have a three year vesting period while the remaining 23,750 options vest in five years.

A summary of stock option activity is presented below:

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.

Compensation expense for stock options is recognized using the fair value when the stock options are granted and is amortized over the options' vesting period. Compensation expense, with a corresponding increase in contributed surplus, related to stock options was $8,000 and $21,000 for the three and nine month periods ended September 30, 2017 compared to $6,000 and $17,000 for the same periods of 2016. As of September 30, 2017, no stock options were exercisable and the weighted average years to expiration were 9 years. The fair value of options granted during the three and nine month periods ending September 30, 2017 was approximately zero and $2,173,000 respectively or zero and $31.04 per award. Total unrecognized compensation cost for non-vested shares, $99,000, will be recognized over their weighted average remaining vesting period of 3.56 years.

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.

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, ~~2015~~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.

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

Comparison of the Three and Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016

Net income for the three months ended September 30, ~~2016~~2017 was ~~$3,059,000~~$3,284,000 compared to ~~$3,364,000~~$3,059,000 for the same period of ~~2015~~2016 as after-tax securities gains ~~decreased $153,000~~increased $25,000 (from a gain of ~~$325,000~~$172,000 to a ~~gain~~loss of ~~$172,000)~~$197,000). Basic and diluted earnings per share for the three months ended September 30, 2017 and 2016 were $0.70 and ~~2015 were~~ $0.65, ~~and $0.71,~~ respectively. Return on average assets and return on average equity were ~~0.91%~~0.93% and ~~8.69%~~9.43% for the three months ended September 30, ~~2016~~2017 compared to ~~1.04%~~0.91% and ~~9.89%~~8.69% for the corresponding period of ~~2015.~~2016. Net income from core operations (“operating earnings”) ~~decreased to $2,887,000~~was $3,087,000 for the three months ended September 30, ~~2016~~2017 compared to ~~$3,039,000~~$2,887,000 for the same period of ~~2015. Operating~~2016. Basic and diluted operating earnings per share for the three months ended September 30, ~~2016~~2017 were $0.66 compared to $0.61 basic and ~~2015~~diluted for the corresponding period of 2016. Impacting the level of operating earnings were ~~$0.61~~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 ~~$0.64, respectively.~~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 several low income elderly housing projects in our market footprint in which the company participates.

~~The nine months ended September 30, 2016 generated net~~Net income of $9,529,000 compared to $10,152,000 for the same period of 2015. Comparable results were impacted by a decrease in after-tax securities gains of $296,000 (from a gain of $1,106,000 to a gain of $810,000). Earnings per share, basic and dilutive, for the nine months ended September 30, 2017 was $9,057,000 compared to $9,529,000 for the same period of 2016 as after-tax securities gains decreased $490,000 (from a gain of $810,000 to a gain of $320,000). Basic and diluted earnings per share for the nine months ended September 30, 2017 and 2016 were $1.92 and $2.01, ~~compared to $2.12 for the comparable period of 2015.~~respectively. Return on average assets and return on average equity were ~~0.95%~~0.87% and ~~9.14%~~8.69% for the nine months ended September 30, ~~2016~~2017 compared to ~~1.06%~~0.95% and ~~9.90%~~9.14% for the corresponding period of ~~2015. Operating earnings decreased~~2016. Net income from core operations (“operating earnings”) increased to ~~$8,719,000~~$8,737,000 for the nine months ended September 30, ~~2016~~2017 compared to ~~$9,046,000~~$8,719,000 for the same period of 2015, as the 2015 period included non-recurring gains on the sale of other real estate owned of $175,000 the 2016 level. The 2016 period also included expenses related to a data breach at a national restaurant chain that impacted our customer base. In addition, the investment portfolio has declined $61,599,000 from September 30, 2015 to September 30, 2016 as part of our strategy to position the balance sheet for a rising rate environment. Operating2016. Basic and diluted operating earnings per share for the nine months ended September 30, ~~2016~~2017 were $1.85 compared to $1.84 basic and ~~dilutive compared to $1.89 basic and dilutive~~diluted for the ~~nine months ended September 30, 2015.~~corresponding period of 2016.

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 September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015		2017		2016		2017		2016
GAAP net income	$	3,059	$	3,364	$	9,529	$	10,152	$	3,284	$	3,059	$	9,057	$	9,529
Less: net securities, net of tax	172		325		810		1,106
Less: net securities gains, net of tax									197		172		320		810
Non-GAAP operating earnings	$	2,887	$	3,039	$	8,719	$	9,046	$	3,087	$	2,887	$	8,737	$	8,719



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Return on average assets (ROA)	0.93	%	0.91	%	0.87	%	0.95	%
Less: net securities gains, net of tax	0.05	%	0.05	%	0.03	%	0.08	%
Non-GAAP operating ROA	0.88	%	0.86	%	0.84	%	0.87	%



		Page
		Number
Part I	Financial Information

Item 1.	Financial Statements	3

Consolidated Balance Sheet (Unaudited) as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016		3

Consolidated Statement of Income (Unaudited) for the Three and Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016		4

Consolidated Statement of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016		5

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016		6

Consolidated Statement of Cash Flows (Unaudited) for the Nine Months Ended September 30, ~~2016~~2017 and ~~2015~~2016		7

Notes to Consolidated Financial Statements (Unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3034

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4449

Item 4.	Controls and Procedures	4549

Part II	Other Information

Item 1.	Legal Proceedings	4650

Item 1A.	Risk Factors	4650

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4650

Item 3.	Defaults Upon Senior Securities	4650

Item 4.	Mine Safety Disclosures	4650

Item 5.	Other Information	4650

Item 6.	Exhibits	4751

Signatures		4852

Exhibit Index and Exhibits		4953


	September 30,			December 31,			September 30,			December 31,
(In Thousands, Except Share Data)	2016			2015			2017			2016
ASSETS:
Noninterest-bearing balances	$	23,487		$	22,044		$	22,042		$	26,766
Interest-bearing balances in other financial institutions	36,694			752			5,705			16,905
Total cash and cash equivalents	60,181			22,796			27,747			43,671

Investment securities, available for sale, at fair value	141,057			176,157			132,313			133,492
Investment securities, trading	—			73			210			58
Loans held for sale	2,160			757			1,734			1,953
Loans	1,069,480			1,045,207			1,189,714			1,093,681
Allowance for loan losses	(12,718		)	(12,044		)	(12,933		)	(12,896		)
Loans, net	1,056,762			1,033,163			1,176,781			1,080,785
Premises and equipment, net	22,985			21,830			25,895			24,275
Accrued interest receivable	3,800			3,686			4,289			3,672
Bank-owned life insurance	27,176			26,667			27,827			27,332
Investment in limited partnerships	658			899
Goodwill	17,104			17,104			17,104			17,104
Intangibles	1,889			1,240			1,543			1,799
Deferred tax asset	7,404			8,990			7,984			8,397
Other assets	6,236			6,695			6,770			6,052
TOTAL ASSETS	$	1,347,412		$	1,320,057		$	1,430,197		$	1,348,590

LIABILITIES:
Interest-bearing deposits	$	792,698		$	751,797		$	843,166		$	791,937
Noninterest-bearing deposits	295,599			280,083			310,830			303,277
Total deposits	1,088,297			1,031,880			1,153,996			1,095,214

Short-term borrowings	11,579			46,638			41,596			13,241
Long-term borrowings	91,025			91,025			80,998			85,998
Accrued interest payable	481			426			483			455
Other liabilities	16,095			13,809			13,455			15,433
TOTAL LIABILITIES	1,207,477			1,183,778			1,290,528			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; 5,006,601 and 5,004,984 shares issued	41,721			41,708
Common stock, par value $8.33, 15,000,000 shares authorized; 5,008,720 and 5,007,109 shares issued; 4,688,570 and 4,734,657 outstanding							41,739			41,726
Additional paid-in capital	50,050			49,992			50,142			50,075
Retained earnings	60,889			58,038			64,033			61,610
Accumulated other comprehensive loss:
Net unrealized gain on available for sale securities	1,489			258
Net unrealized gain (loss) on available for sale securities							73			(639		)
Defined benefit plan	(3,980		)	(4,057		)	(4,203		)	(4,289		)
Treasury stock at cost, 272,452 and 257,852 shares	(10,234		)	(9,660		)
Treasury stock at cost, 320,150 and 272,452 shares							(12,115		)	(10,234		)
TOTAL SHAREHOLDERS’ EQUITY	139,935			136,279			139,669			138,249
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,347,412		$	1,320,057		$	1,430,197		$	1,348,590


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS				ACCUMULATED OTHER COMPREHENSIVE LOSS				TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY				COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT					RETAINED EARNINGS				ACCUMULATED OTHER COMPREHENSIVE LOSS			SHARES				TOTAL SHAREHOLDERS’ EQUITY			AMOUNT					ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
Balance, December 31, 2014	5,002,649	$	41,688	ADDITIONAL PAID-IN CAPITAL		$	49,896			$	53,107			$	TREASURY STOCK	(1,667	)	$	(7,057	)		$	135,967
Balance, December 31, 2015																						5,004,984		$	41,708	$	49,992	$	58,038		$	(3,799	)	$	(9,660	)	$	136,279
Net income							10,152											10,152										9,529									9,529
Other comprehensive loss											(1,433		)					(1,433		)
Other comprehensive income																															1,308						1,308
Dividends declared, ($1.41 per share)							(6,736		)									(6,736		)								(6,678		)							(6,678		)
Common shares issued for employee stock purchase plan	1,723	14		63														77				1,617		13		58											71
Purchase of treasury stock (56,310 shares)															(2,450		)	(2,450		)
Balance, September 30, 2015	5,004,372	$	41,702	$	49,959		$	56,523			$	(3,100	)		$	(9,507	)	$	135,577
Purchase of treasury stock (14,600 shares)																																		(574		)	(574		)
Balance, September 30, 2016																						5,006,601		$	41,721	$	50,050	$	60,889		$	(2,491	)	$	(10,234	)	$	139,935


	COMMON STOCK			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS				ACCUMULATED OTHER COMPREHENSIVE LOSS (INCOME)				TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY				COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)	SHARES	AMOUNT					RETAINED EARNINGS				ACCUMULATED OTHER COMPREHENSIVE LOSS (INCOME)			SHARES				TOTAL SHAREHOLDERS’ EQUITY			AMOUNT					ADDITIONAL PAID-IN CAPITAL		RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE LOSS			TREASURY STOCK			TOTAL SHAREHOLDERS’ EQUITY
Balance, December 31, 2015	5,004,984	$	41,708	ADDITIONAL PAID-IN CAPITAL		$	49,992			$	58,038			$	TREASURY STOCK	(3,799	)	$	(9,660	)		$	136,279
Balance, December 31, 2016																						5,007,109		$	41,726	$	50,075	$	61,610		$	(4,928	)	$	(10,234	)	$	138,249
Net income							9,529											9,529										9,057									9,057
Other comprehensive income											1,308							1,308													798						798
Dividends declared, ($1.41 per share)							(6,678		)									(6,678		)								(6,634		)							(6,634		)
Common shares issued for employee stock purchase plan	1,617	13		58														71				1,611		13		67											80
Purchase of treasury stock (14,600 shares)															(574		)	(574		)
Balance, September 30, 2016	5,006,601	$	41,721	$	50,050		$	60,889			$	(2,491	)		$	(10,234	)	$	139,935
Purchase of treasury stock (47,698 shares)																																		(1,881		)	(1,881		)
Balance, September 30, 2017																						5,008,720		$	41,739	$	50,142	$	64,033		$	(4,130	)	$	(12,115	)	$	139,669


	Nine Months Ended September 30,						Nine Months Ended September 30,
(In Thousands)	2016			2015			2017			2016
OPERATING ACTIVITIES:
Net Income	$	9,529		$	10,152		$	9,057		$	9,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,394			2,478			1,979			2,394
Amortization of intangible assets	276			235			256			276
Provision for loan losses	866			1,820			605			866
Accretion and amortization of investment security discounts and premiums	657			644			688			657
Net securities gains, available for sale	(1,174		)	(1,713		)	(487		)	(1,174		)
Originations of loans held for sale	(50,824		)	(41,762		)	(41,503		)	(50,824		)
Proceeds of loans held for sale	51,112			42,588			43,038			51,112
Gain on sale of loans	(1,691		)	(1,305		)	(1,316		)	(1,691		)
Net securities (gains) losses, trading	(54		)	37
Net securities gains, trading							2			(54		)
Proceeds from the sale of trading securities	3,723			490			332			3,723
Purchases of trading securities	(3,596		)	(590		)	(486		)	(3,596		)
Earnings on bank-owned life insurance	(516		)	(541		)	(499		)	(516		)
Decrease in deferred tax asset	952			262			46			952
Other, net	508			(1,486		)	(4,361		)	508
Net cash provided by operating activities	12,162			11,309			7,351			12,162
INVESTING ACTIVITIES:
Proceeds from sales of available for sale securities	42,180			43,051			15,443			42,180
Proceeds from calls and maturities of available for sale securities	19,267			14,832			7,198			19,267
Purchases of available for sale securities	(24,040		)	(26,916		)	(18,434		)	(24,040		)
Net increase in loans	(24,548		)	(87,324		)	(97,109		)	(24,548		)
Acquisition of premises and equipment	(2,347		)	(1,491		)	(2,849		)	(2,347		)
Proceeds from the sale of foreclosed assets	486			1,613			958			486
Purchase of bank-owned life insurance	(27		)	(30		)	(34		)	(27		)
Proceeds from redemption of regulatory stock	2,644			8,801			4,844			2,644
Purchases of regulatory stock	(2,569		)	(10,518		)	(6,994		)	(2,569		)
Net cash provided by (used for) investing activities	11,046			(57,982		)
Net cash (used for) provided by investing activities							(96,977		)	11,046
FINANCING ACTIVITIES:
Net increase in interest-bearing deposits	40,901			18,912			51,229			40,901
Net increase in noninterest-bearing deposits	15,516			4,470			7,553			15,516
Proceeds from long-term borrowings	—			30,625			30,000			—
Repayment of long-term borrowings	—			(10,750		)	(35,000		)	—
Net (decrease) increase in short-term borrowings	(35,059		)	10,872
Net increase (decrease) in short-term borrowings							28,355			(35,059		)
Dividends paid	(6,678		)	(6,736		)	(6,634		)	(6,678		)
Issuance of common stock	71			77			80			71
Purchases of treasury stock	(574		)	(2,450		)	(1,881		)	(574		)
Net cash provided by provided by financing activities	14,177			45,020
NET INCREASE IN CASH AND CASH EQUIVALENTS	37,385			(1,653		)
Net cash provided by financing activities							73,702			14,177
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS							(15,924		)	37,385
CASH AND CASH EQUIVALENTS, BEGINNING	22,796			19,908			43,671			22,796
CASH AND CASH EQUIVALENTS, ENDING	$	60,181		$	18,255		$	27,747		$	60,181



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


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	4,091	$	3,803	$	4,199	$	4,091
Income taxes paid	3,050		2,000		3,950		3,050
Transfer of loans to foreclosed real estate	83		340		508		83



	Three Months Ended September 30, 2016									Three Months Ended September 30, 2015
(In Thousands)	Net Unrealized Gain on Available for Sale Securities			Defined Benefit Plan			Total			Net Unrealized Gain on Available for Sale Securities			Defined Benefit Plan			Total
Beginning balance	$	1,838		$	(4,006	)	$	(2,168	)	$	1,374		$	(4,544	)	$	(3,170	)
Other comprehensive (loss) income before reclassifications	(182		)	—			$	(182	)	391			—			391
Amounts reclassified from accumulated other comprehensive (loss) income	(167		)	26			$	(141	)	(347		)	26			(321		)
Net current-period other comprehensive (loss) income	(349		)	26			$	(323	)	44			26			70
Ending balance	$	1,489		$	(3,980	)	$	(2,491	)	$	1,418		$	(4,518	)	$	(3,100	)


	September 30, 2016															September 30, 2017
	Less than Twelve Months					Twelve Months or Greater					Total					Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross					Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In Thousands)	Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses
Available for sale (AFS)
U.S. Government and agency securities	$	��	$	—		$	—	$	—		$	—	$	—
Available for sale (AFS):
Mortgage-backed securities	—		—			3,653		(62		)	3,653		(62		)	$	1,048	$	(4	)	$	2,302	$	(89	)	$	3,350	$	(93	)
Asset-backed securities	—		—			1,538		(5		)	1,538		(5		)
State and political securities	1,001		(3		)	—		—			1,001		(3		)	13,651		(120		)	2,170		(61		)	15,821		(181		)
Other debt securities	11,753		(271		)	12,187		(957		)	23,940		(1,228		)	9,689		(145		)	22,733		(1,056		)	32,422		(1,201		)
Total debt securities	12,754		(274		)	17,378		(1,024		)	30,132		(1,298		)	24,388		(269		)	27,205		(1,206		)	51,593		(1,475		)
Financial institution equity securities	—		—			—		—			—		—
Other equity securities	780		(20		)	238		(128		)	1,018		(148		)
Non-financial institution equity securities																1,259		(41		)	—		—			1,259		(41		)
Total equity securities	780		(20		)	238		(128		)	1,018		(148		)	1,259		(41		)	—		—			1,259		(41		)
Total investment securities AFS	$	13,534	$	(294	)	$	17,616	$	(1,152	)	$	31,150	$	(1,446	)	$	25,647	$	(310	)	$	27,205	$	(1,206	)	$	52,852	$	(1,516	)


(In Thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	1,354	$	1,354	$	4,839	$	4,836
Due after one year to five years	36,382		36,887		45,064		44,918
Due after five years to ten years	67,710		67,992		54,858		54,301
Due after ten years	21,766		22,419		14,605		14,775
Total	$	127,212	$	128,652	$	119,366	$	118,830


	September 30, 2016												September 30, 2017
				Past Due		Past Due 90										Past Due		Past Due 90
				30 To 89		Days Or More		Non-								30 To 89		Days Or More		Non-
(In Thousands)	Current			Days		& Still Accruing		Accrual		Total			Current			Days		& Still Accruing		Accrual		Total
Commercial, financial, and agricultural	$	155,157		$	233	$	—	$	137	$	155,527		$	174,993		$	6	$	53	$	247	$	175,299
Real estate mortgage:
Residential	551,143			2,752		114		2,603		556,612			572,303			1,929		26		1,876		576,134
Commercial	289,926			987		—		8,676		299,589			316,493			1,144		—		5,873		323,510
Construction	26,927			2		—		—		26,929			29,243			9		100		—		29,352
Installment loans to individuals	31,648			552		—		—		32,200			85,872			625		82		60		86,639
	1,054,801			$	4,526	$	114	$	11,416	1,070,857			1,178,904			$	3,713	$	261	$	8,056	1,190,934
Net deferred loan fees and discounts	(1,377		)							(1,377		)	(1,220		)							(1,220		)
Allowance for loan losses	(12,718		)							(12,718		)	(12,933		)							(12,933		)
Loans, net	$	1,040,706								$	1,056,762		$	1,164,751								$	1,176,781


	September 30, 2016						September 30, 2017
	Recorded		Unpaid Principal		Related		Recorded		Unpaid Principal		Related
(In Thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded:
Commercial, financial, and agricultural	$	126	$	126	$	—	$	1,141	$	1,141	$	—
Real estate mortgage:
Residential	1,789		1,789		—		1,775		1,775		—
Commercial	1,920		1,970		—		2,222		2,222		—
Installment loans to individuals							—		—		—
	3,835		3,885		—		5,138		5,138		—
With an allowance recorded:
Commercial, financial, and agricultural	137		137		74		255		255		207
Real estate mortgage:
Residential	2,666		2,766		530		1,022		1,070		224
Commercial	10,414		10,414		2,018		8,433		8,529		1,629
Installment loans to individuals							—		—		—
	13,217		13,317		2,622		9,710		9,854		2,060
Total:
Commercial, financial, and agricultural	263		263		74		1,396		1,396		207
Real estate mortgage:
Residential	4,455		4,555		530		2,797		2,845		224
Commercial	12,334		12,384		2,018		10,655		10,751		1,629
Installment loans to individuals							—		—		—
	$	17,052	$	17,202	$	2,622	$	14,848	$	14,992	$	2,060


	Carrying		Fair		Fair Value Measurements at September 30, 2016						Carrying		Fair		Fair Value Measurements at September 30, 2017
(In Thousands)	Value		Value		Level I		Level II		Level III		Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents	$	60,181	$	60,181	$	60,181	$	—	$	—	$	27,747	$	27,747	$	27,747	$	—	$	—
Investment securities:
Available for sale	141,057		141,057		12,405		128,652		—		132,313		132,313		13,483		118,830		—
Trading	—		—		—		—		—		210		210		210		—		—
Loans held for sale	2,160		2,160		2,160		—		—		1,734		1,734		1,734		—		—
Loans, net	1,056,762		1,085,769		—		—		1,085,769		1,176,781		1,210,822		—		—		1,210,822
Bank-owned life insurance	27,176		27,176		27,176		—		—		27,827		27,827		27,827		—		—
Accrued interest receivable	3,800		3,800		3,800		—		—		4,289		4,289		4,289		—		—

Financial liabilities:
Interest-bearing deposits	$	792,698	$	787,163	$	564,519	$	—	$	222,644	$	843,166	$	845,103	$	637,841	$	—	$	207,262
Noninterest-bearing deposits	295,599		295,599		295,599		—		—		310,830		310,830		310,830		—		—
Short-term borrowings	11,579		11,579		11,579		—		—		41,596		41,596		41,596		—		—
Long-term borrowings	91,025		92,283		—		—		92,658		80,998		80,787		—		—		80,787
Accrued interest payable	481		481		481		—		—		483		483		483		—		—


	Carrying		Fair		Fair Value Measurements at December 31, 2015						Carrying		Fair		Fair Value Measurements at December 31, 2016
(In Thousands)	Value		Value		Level I		Level II		Level III		Value		Value		Level I		Level II		Level III
Financial assets:
Cash and cash equivalents	$	22,796	$	22,796	$	22,796	$	—	$	—	$	43,671	$	43,671	$	43,671	$	—	$	—
Investment securities:
Available for sale	176,157		176,157		16,332		159,825		—		133,492		133,492		12,018		121,474		—
Trading	73		73		73		—		—		58		58		58		—		—
Loans held for sale	757		757		757		—		—		1,953		1,953		1,953		—		—
Loans, net	1,033,163		1,045,140		—		—		1,045,140		1,080,785		1,088,122		—		—		1,088,122
Bank-owned life insurance	26,667		26,667		26,667		—		—		27,332		27,332		27,332		—		—
Accrued interest receivable	3,686		3,686		3,686		—		—		3,672		3,672		3,672		—		—

Financial liabilities:
Interest-bearing deposits	$	751,797	$	729,685	$	509,206	$	—	$	220,479	$	791,937	$	789,401	$	571,768	$	—	$	217,633
Noninterest-bearing deposits	280,083		280,083		280,083		—		—		303,277		303,277		303,277		—		—
Short-term borrowings	46,638		46,638		46,638		—		—		13,241		13,241		13,241		—		—
Long-term borrowings	91,025		91,783		—		—		91,783		85,998		86,353		—		—		86,353
Accrued interest payable	426		426		426		—		—		455		455		455		—		—



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	(13,750	)	25,000	42.03		5 years	10 years


	Three Months Ended														Three Months Ended
	September 30, 2016				September 30, 2015				Change						September 30, 2017				September 30, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%			Amount		% Total		Amount		% Total		Amount			%
Loans including fees	$	10,541	90.40	%	$	9,862	85.59	%	$	679		6.89		%	$	11,906	91.95	%	$	10,541	90.40	%	$	1,365		12.95		%
Investment securities:
Taxable	601		5.16		829		7.19		(228		)	(27.50	)		553		4.27		601		5.15		(48		)	(7.99	)
Tax-exempt	329		2.82		676		5.87		(347		)	(51.33	)		319		2.46		329		2.82		(10		)	(3.04	)
Dividend and other interest income	189		1.62		156		1.35		33			21.15			170		1.32		189		1.63		(19		)	(10.05	)
Total interest and dividend income	$	11,660	100.00	%	$	11,523	100.00	%	$	137		1.19		%	$	12,948	100.00	%	$	11,660	100.00	%	$	1,288		11.05		%



	Nine Months Ended
	September 30, 2017				September 30, 2016				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Loans including fees	$	33,642	91.32	%	$	31,362	89.46	%	$	2,280		7.27		%
Investment securities:
Taxable	1,665		4.52		1,825		5.21		(160		)	(8.77	)
Tax-exempt	940		2.55		1,203		3.43		(263		)	(21.86	)
Dividend and other interest income	592		1.61		666		1.90		(74		)	(11.11	)
Total interest and dividend income	$	36,839	100.00	%	$	35,056	100.00	%	$	1,783		5.09		%


	AVERAGE BALANCES AND INTEREST RATES												AVERAGE BALANCES AND INTEREST RATES
	Three Months Ended September 30, 2016						Three Months Ended September 30, 2015						Three Months Ended September 30, 2017						Three Months Ended September 30, 2016
(In Thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate		Average Balance (1)		Interest		Average Rate		Average Balance (1)		Interest		Average Rate
Assets:
Tax-exempt loans(3)	$	45,715	$	452	3.93	%	$	43,562	$	423	3.85	%	$	53,850	$	494	3.64	%	$	45,715	$	452	3.93	%
All other loans	1,011,393		10,243		4.03	%	947,665		9,583		4.01	%	1,105,615		11,580		4.16	%	1,011,393		10,243		4.03	%
Total loans(2)	1,057,108		10,695		4.02	%	991,227		10,006		4.00	%	1,159,465		12,074		4.13	%	1,057,108		10,695		4.02	%

Taxable securities	93,893		725		3.09	%	125,618		982		3.13	%	83,106		674		3.24	%	93,893		725		3.09	%
Tax-exempt securities(3)	49,231		498		4.05	%	80,535		1,024		5.09	%	53,320		483		3.62	%	49,231		498		4.05	%
Total securities	143,124		1,223		3.42	%	206,153		2,006		3.89	%	136,426		1,157		3.39	%	143,124		1,223		3.42	%

Interest-bearing deposits	48,125		65		0.54	%	3,216		3		0.37	%	14,085		49		1.38	%	48,125		65		0.54	%

Total interest-earning assets	1,248,357		11,983		3.82	%	1,200,596		12,015		3.98	%	1,309,976		13,280		4.02	%	1,248,357		11,983		3.82	%

Other assets	101,312						97,363						101,035						101,312

Total assets	$	1,349,669					$	1,297,959					$	1,411,011					$	1,349,669

Liabilities and shareholders’ equity:
Savings	$	151,464	15		0.04	%	$	143,353	14		0.04	%	$	157,341	15		0.04	%	$	151,464	15		0.04	%
Super Now deposits	184,440		107		0.23	%	193,659		126		0.26	%	203,531		140		0.27	%	184,440		107		0.23	%
Money market deposits	245,643		170		0.28	%	210,029		145		0.27	%	284,155		267		0.37	%	245,643		170		0.28	%
Time deposits	223,082		617		1.10	%	219,306		515		0.93	%	206,563		636		1.22	%	223,082		617		1.10	%
Total interest-bearing deposits	804,629		909		0.45	%	766,347		800		0.41	%	851,590		1,058		0.49	%	804,629		909		0.45	%

Short-term borrowings	15,748		7		0.18	%	40,801		31		0.30	%	19,127		31		0.64	%	15,748		7		0.18	%
Long-term borrowings	91,025		497		2.14	%	81,880		458		2.19	%	81,107		407		1.96	%	91,025		497		2.14	%
Total borrowings	106,773		504		1.85	%	122,681		489		1.56	%	100,234		438		1.71	%	106,773		504		1.85	%

Total interest-bearing liabilities	911,402		1,413		0.61	%	889,028		1,289		0.57	%	951,824		1,496		0.62	%	911,402		1,413		0.61	%

Demand deposits	281,586						256,264						304,244						281,586
Other liabilities	15,916						16,619						15,708						15,916
Shareholders’ equity	140,765						136,048						139,235						140,765

Total liabilities and shareholders’ equity	$	1,349,669					$	1,297,959					$	1,411,011					$	1,349,669
Interest rate spread					3.21	%					3.40	%					3.40	%					3.21	%
Net interest income/margin			$	10,570	3.37	%			$	10,726	3.55	%			$	11,784	3.57	%			$	10,570	3.37	%



	Total Nonperforming Loans
(In Thousands)	90 Days Past Due		Non-accrual		Total
September 30, 2016	$	114	$	11,416	$	11,530
June 30, 2016	512		11,114		11,626
March 31, 2016	308		11,340		11,648
December 31, 2015	979		8,467		9,446
September 30, 2015	99		8,509		8,608


	A- to AAA				B- to BBB+				Not Rated				Total				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		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available for sale (AFS)
U.S. Government and agency securities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Available for sale (AFS):
Mortgage-backed securities	10,079		10,259		—		—		—		—		10,079		10,259		$	4,544	$	4,530	$	—	$	—	$	—	$	—	$	4,544	$	4,530
Asset-backed securities	1,543		1,538		—		—		—		—		1,543		1,538
State and political securities	58,793		60,585		—		—		2,045		2,057		60,838		62,642		61,293		61,751		—		—		575		576		61,868		62,327
Other debt securities	39,759		39,673		14,993		14,540		—		—		54,752		54,213		38,422		37,917		13,478		13,059		1,054		997		52,954		51,973
Total debt securities AFS	$	110,174	$	112,055	$	14,993	$	14,540	$	2,045	$	2,057	$	127,212	$	128,652	$	104,259	$	104,198	$	13,478	$	13,059	$	1,629	$	1,573	$	119,366	$	118,830



	Remaining Contractual Maturity Overnight and Continuous
(In Thousands)	September 30, 2017		December 31, 2016
Mortgage-backed and state and political securities pledged, fair value	$	13,884	$	15,574
Repurchase agreements	9,162		13,241


	Parallel Rate Shock in Basis Points																				Parallel Rate Shock in Basis Points
(In Thousands)	-200			-100			Static		+100			+200			+300			+400			-200			-100			Static		+100			+200			+300			+400
Net interest income	$	36,554		$	38,986		$	41,356	$	43,526		$	45,691		$	47,600		$	49,325		$	41,960		$	44,460		$	46,574	$	48,284		$	49,787		$	51,179		$	52,592
Change from static	(4,802		)	(2,370		)	—		2,170			4,335			6,244			7,969			(4,614		)	(2,114		)	—		1,710			3,213			4,605			6,018
Percent change from static	-11.61		%	-5.73		%	—		5.25		%	10.48		%	15.10		%	19.27		%	-9.91		%	-4.54		%	—		3.67		%	6.90		%	9.89		%	12.92		%



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 (July 1 - July 31, ~~2016)~~	—	$	—		—		~~390,144~~
~~Month #2 (August 1 - August 31, 2016)~~2017)	—	—		—		~~390,144~~342,446
Month ~~#3 (September~~#2 (August 1 - ~~September 30, 2016)~~August 31, 2017)	—	—		—		~~390,144~~342,446
Month #3 (September 1 - September 30, 2017)	—	—		—		342,446



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).
10(i)		Employment Agreement, dated October 30, 2017, by and between Penns Woods Bancorp, Inc. and Brian L. Knepp (incorporated by reference to Exhibit 10 (i) of the Registrant's Current Report on Form 8-K filed on November 2, 2017).
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 September 30, ~~2016~~2017 and December 31, ~~2015;~~2016; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (iv) the Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, ~~2016~~2017 and ~~2015;~~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.



		PENNS WOODS BANCORP, INC.
		(Registrant)

Date:	November ~~9, 2016~~8, 2017	/s/ Richard A. Grafmyre
		Richard A. Grafmyre, ~~President and~~ Chief Executive Officer
		(Principal Executive Officer)


Date:	November ~~9, 2016~~8, 2017	/s/ Brian L. Knepp
		Brian L. Knepp, ~~Senior Vice~~ President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting
		Officer)



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 September 30, ~~2016~~2017 and December 31, ~~2015;~~2016; (ii) the Consolidated Statement of Income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (iii) Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (iv) the Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, ~~2016~~2017 and ~~2015;~~2016; (v) the Consolidated Statement of Cash Flows for the nine months ended September 30, ~~2016~~2017 and ~~2015;~~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.