Citizens & Northern (CZNC) 10-K 2022 FY Annual report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2022

OR

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

For the transition period from _______________ to _________________________.

Commission file number: 0-16084

CITIZENS & NORTHERN CORPORATION

(Exact name of Registrant as specified in its charter)

PENNSYLVANIA	23-2451943
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

90-92 MAIN STREET, WELLSBORO, PA 16901

(Address of principal executive offices) (Zip code)

570-724-3411

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Par Value $1.00	CZNC	NASDAQ Capital Market

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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

Large accelerated filer ◻ Accelerated filer ⌧ Non-accelerated filer ◻ Smaller reporting company ◻ Emerging growth company ◻

If an emerging growth company, indicate by check mark if the 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. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2022, the registrant’s most recently completed second fiscal quarter, was $358,448,836.

The number of shares of common stock outstanding at March 10, 2023 was 15,562,881.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the annual meeting of its shareholders to be held April 20, 2023 are incorporated by reference into Parts III and IV of this report.

TABLE OF CONTENTS

	Page(s)
Part I:
Item 1. Business	3-5
Item 1A. Risk Factors	5-8
Item 1B. Unresolved Staff Comments	8
Item 2. Properties	9
Item 3. Legal Proceedings	9
Item 4. Mine Safety Disclosure	9
Part II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9-12
Item 6. Reserved	12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	12-38
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	39-41
Item 8. Financial Statements and Supplementary Data	42-97
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	98
Item 9A. Controls and Procedures	98
Item 9B. Other Information	99
Part III:
Item 10. Directors, Executive Officers and Corporate Governance	99
Item 11. Executive Compensation	99
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	99
Item 13. Certain Relationships and Related Transactions, and Director Independence	99
Item 14. Principal Accountant Fees and Services	99
Part IV:
Item 15. Exhibits and Financial Statement Schedules	100-104
Signatures	105

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PART I

ITEM 1. BUSINESS

Citizens & Northern Corporation (“Corporation”) is a holding company whose principal activity is community banking. The Corporation’s principal office is located in Wellsboro, Pennsylvania. The largest subsidiary is Citizens & Northern Bank (“C&N Bank” or the “Bank”). The Corporation’s other wholly-owned subsidiaries are Citizens & Northern Investment Corporation and Bucktail Life Insurance Company (“Bucktail”). Citizens & Northern Investment Corporation was formed in 1999 to engage in investment activities. Bucktail reinsures credit and mortgage life and accident and health insurance on behalf of C&N Bank.

Over the past few years, the Corporation has been employing a growth strategy. Prior to 2019, substantially all of the Corporation’s operations were conducted in its legacy markets in the Northern tier/Northcentral region of Pennsylvania and Southern tier of New York. Subsequently, the Corporation has expanded into Southeastern Pennsylvania by acquisitions and Southcentral Pennsylvania by opening new branches. The Corporation acquired Covenant Financial, Inc. (“Covenant”), effective July 1, 2020. Covenant was the parent company of Covenant Bank, a commercial bank which operated a community bank office in Bucks County, Pennsylvania and another in Chester County, Pennsylvania. The Covenant acquisition followed the 2019 acquisition of Monument Bancorp, Inc. (“Monument”), a commercial bank with offices in Bucks County. In Southcentral Pennsylvania, in 2021, the Corporation converted the lending office in York, Pennsylvania to a full-service branch and established a new branch in Lancaster, Pennsylvania. Mainly as a result of the acquisitions and subsequent growth in the newer markets, the Corporation’s consolidated total assets at December 31, 2022 of $2.5 billion were up 90% from the corresponding total at December 31, 2018. Similarly, gross loans of $1.7 billion at December 31, 2022 were up 110% from December 31, 2018 and total deposits of $2.0 billion were up 93% from December 31, 2018.

C&N Bank is a Pennsylvania banking institution that was formed by the consolidation of Northern National Bank of Wellsboro and Citizens National Bank of Towanda in 1971. C&N Bank has held its current name since May 6, 1975, at which time C&N Bank changed its charter from a national bank to a Pennsylvania bank. The Bank has expanded its presence over the past several decades through a series of mergers as well as by opening new branch and lending offices and providing access to banking services via the internet and through ATMs. At December 31, 2022, the Bank had 29 branch offices, including 22 in the Northern tier/Northcentral region of Pennsylvania, 1 in the Southern tier of New York State, 4 in Southeastern Pennsylvania (3 in Bucks County and 1 in Chester County) and 2 in Southcentral Pennsylvania (York and Lancaster). In addition to its branch locations, the Bank has a lending office in Elmira, New York.

C&N Bank provides an extensive range of banking services, including deposit and loan products for personal and commercial customers. The Bank also provides wealth management services through its trust department and C&N Financial Services, LLC (“CNFS”). The trust department offers a wide range of financial services, such as 401(k) plans, retirement planning, estate planning, estate settlements and asset management. CNFS, a wholly-owned subsidiary of the Bank, is a licensed insurance agency that provides insurance products to individuals and businesses and through its broker-dealer division, offers mutual funds, annuities, educational savings accounts and other investment products through registered agents. CNFS’s operations are not significant in relation to the total operations of the Corporation.

Northern Tier Holding LLC, acquires, holds and disposes of real property acquired by the Bank. C&N Bank is the sole member of Northern Tier Holding LLC.

All phases of the Bank’s business are competitive. The Bank competes with online financial institutions, local commercial banks headquartered in our market areas and other commercial banks with branches in our market area. Many of the online financial institutions and some of the banks that have branches in our market areas are larger in overall size. With respect to lending activities and attracting deposits, the Bank also competes with savings banks, savings and loan associations, insurance companies, regulated small loan companies and credit unions. Also, the Bank competes with mutual funds, exchange-traded funds and other investment vehicles for deposits. C&N Bank competes with insurance companies, investment counseling firms, mutual funds and other business firms and individuals for trust, investment management, brokerage and insurance services. The Bank is generally competitive with all financial institutions in our service areas with respect to interest rates paid on time and savings deposits, service charges on deposit accounts and interest rates charged on loans. The Bank serves a diverse customer base and is not economically dependent on any small group of customers or on any individual industry.

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At December 31, 2022, C&N Bank had total assets of $2,439,371,000, total deposits of $2,016,666,000 and net loans outstanding of $1,723,425,000.

Most activities of the Corporation and its subsidiaries are regulated by federal or state agencies. The primary regulatory relationships are described as follows:

● The Corporation is a bank holding company formed under the provisions of Section 3 of the Federal Reserve Act. The Corporation is under the direct supervision of the Federal Reserve and must comply with the reporting requirements of the Federal Bank Holding Company Act.

● C&N Bank is a state-chartered, nonmember bank, supervised by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking and Securities.

● The Pennsylvania Department of Insurance regulates CNFS’s insurance activities. Brokerage products are offered through third party networking agreements.

● Bucktail is incorporated in the state of Arizona and supervised by the Arizona Department of Insurance.

A copy of the Corporation’s annual report on Form 10-K, quarterly reports on Form 10-Q, current events reports on Form 8-K, and amendments to these reports, will be furnished without charge upon written request to the Corporation’s Treasurer at P.O. Box 58, Wellsboro, PA 16901. Copies of these reports will be furnished as soon as reasonably possible after they are filed electronically with the Securities and Exchange Commission. The information is also available through the Corporation’s web site at www.cnbankpa.com

Human Capital

The Corporation’s Board of Directors and executive leadership team have established the following mission, vision and values:

Mission: Creating value through lifelong relationships with our customers, teammates, shareholders and communities.

Vision: Every customer says “C&N is the ONLY bank I need.”

Values: Teamwork, Respect, Responsibility and Accountability, Excellence, Integrity, Client Focus, Have Fun.

We recognize that our ability to create value on a consistent basis is highly dependent upon the effectiveness of our team.

The Corporation’s key human capital management objectives are to attract and retain diverse raw and seasoned talent that fits our values and culture. Our talent strategy focuses on acquiring new employees through branding and outreach programs, developing employees though a robust onboarding program, ongoing training, and performance management, and retaining employees through recognition, engagement, and an attractive total rewards package.

Diversity and Inclusion

At C&N Bank, we are committed to creating value through relationships. At the heart of this mission is a promise of excellence in service to all people, as demonstrated by our commitment to equity of opportunity, inclusion and our fostering of a spirit of belonging. We live our values of respect, integrity and excellence by creating access and providing support to help our diverse constituents of customers, teammates, shareholders and communities in achieving their financial goals. We embrace inclusion of all of our stakeholders as an important component of our vision to be the ONLY bank our customers need.

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Compensation and Benefits

The Corporation offers competitive compensation to attract and retain talent. Our generous total rewards package includes market-competitive salary, bonuses or sales commissions, short-term and long-term equity incentives, healthcare and retirement benefits, and paid time off. Employees have regular performance reviews and salary raises commensurate with performance. Employees have access to a holistic suite of items within our employee assistance program that caters to physical, emotional, and mental wellbeing for the employee and their family.

Training and Development

The Corporation provides a robust training and development program that supports our culture, prepares employees for their immediate role, develops them for long term success at the Bank and supports personal enrichment. We offer functional training, culture building exercises, personal development, C&N Bank history, C&N Bank integration and ongoing technical training throughout each year. Employees also have access to additional educational and development opportunities including tuition reimbursement and certification programs.

Communication and Engagement

At C&N, we believe in the importance of employee communication and engagement. We utilize several methods to foster engagement, including activities such as Employee Recognition programs, Service Anniversary Awards, Bank wide monthly calls, semi-annual Bank wide events, annual employee surveys, focus groups, daily huddles, and the Giving Back, Giving Together community service program. We believe keeping our team well informed, connected, and appreciated adds to the success of our organization.

ITEM 1A. RISK FACTORS

The Corporation is subject to the many risks and uncertainties applicable to all banking companies, as well as risks specific to the Corporation’s geographic locations. Although the Corporation seeks to effectively manage risks, and maintains a level of equity that exceeds the banking regulatory agencies’ thresholds for being considered “well capitalized” (see Note 18 to the consolidated financial statements), management cannot predict the future and cannot eliminate the possibility of credit, operational or other losses. Accordingly, actual results may differ materially from management’s expectations. Some of the Corporation’s significant risks and uncertainties are discussed below.

Risk Related to Acquisition Activity – As described in Item 1, the Corporation has completed acquisitions of banking companies in 2020 and 2019 (Covenant and Monument) and expanded its geographic footprint to Southeastern and Southcentral Pennsylvania. Further, management intends to continue to pursue additional acquisition opportunities. Potential acquisitions may disrupt the Corporation’s business and dilute shareholder value. We regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial service companies. Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including: potential exposure to unknown or contingent liabilities of the target company, exposure to potential asset quality issues of the target company, difficulty and expense of integrating the operations and personnel of the target company, potential disruption to the Corporation’s business, potential diversion of management’s time and attention, the possible loss of key employees and customers of the target company, difficulty in estimating the value of the target company and potential changes in banking or tax laws or regulations that may affect the target company. Acquisitions may involve the payment of a premium over book and market values, and, therefore, some dilution of the Corporation’s tangible book value and net income per share of common stock may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue projections, cost savings, increases in geographic or product presence, and/or other projected benefits from recent or future acquisitions could have a material adverse effect on the Corporation’s financial condition or results of operations.

Credit Risk from Lending Activities - A significant source of risk is the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loan agreements. Most of the Corporation’s loans are secured, but some loans are unsecured. With respect to secured loans, the collateral securing the repayment of these loans may be insufficient to cover the obligations owed under such loans. Collateral values may be adversely affected by changes in economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, wide-spread disease, terrorist activity, environmental contamination and other external events.

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In addition, collateral appraisals that are out of date or that do not meet industry recognized standards may create the impression that a loan is adequately collateralized when it is not. The Corporation has adopted underwriting and credit monitoring procedures and policies, including regular reviews of appraisals and borrower financial statements, that management believes are appropriate to mitigate the risk of loss. Also, as discussed further in the “Provision and Allowance for Loan Losses” section of Management’s Discussion and Analysis, the Corporation attempts to estimate the amount of losses that may be inherent in the portfolio through a quarterly evaluation process that includes several members of management and that addresses specifically identified problem loans, as well as other quantitative data and qualitative factors. Such risk management and accounting policies and procedures, however, may not prevent unexpected losses that could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Interest Rate Risk - Business risk arising from changes in interest rates is an inherent factor in operating a banking organization. The Corporation’s assets are predominantly long-term, fixed-rate loans and debt securities. Funding for these assets comes principally from deposits with no stated maturities, term deposits and borrowed funds. Accordingly, there is an inherent risk of lower future earnings or decline in fair value of the Corporation’s financial instruments when interest rates change.

Moreover, the Federal Reserve lowered the Federal Funds rate in 2020 and maintained a rate of 0% to 0.25% throughout 2021 while injecting massive amounts of liquidity into the nation’s monetary system. In 2022, the Federal Reserve changed course, raising the Federal Funds rate several times to a range of 4.25% to 4.50% at December 31, 2022 and then to 4.50% to 4.75% on February 1, 2023. The Federal Reserve’s rate increases, along with an accompanying tightening of the money supply, have been conducted in an effort to contain inflation.

Significant fluctuations in interest rates, including fluctuations in interest rates triggered by the Federal Reserve’s actions, could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Limited Geographic Diversification - The Corporation grants commercial, residential and personal loans to customers primarily in the Corporation’s legacy markets of the Northern tier/Northcentral regions of Pennsylvania and Southern tier of New York and in Southeastern and Southcentral Pennsylvania. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within these regions. Deterioration in economic conditions could adversely affect the quality of the Corporation’s loan portfolio and the demand for its products and services, and accordingly, could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Competition - All phases of the Corporation’s business are competitive. Some competitors are much larger in total assets and capitalization than the Corporation, have greater access to capital markets and can offer a broader array of financial services. There can be no assurance that the Corporation will be able to compete effectively in its markets. Furthermore, developments increasing the nature or level of competition could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Inability to Attract and Develop Qualified Personnel – The Corporation believes that our future success will depend in large part on our ability to attract, develop and retain highly qualified management, lending, financial, technological, marketing, sales, and support personnel. Competition for qualified personnel is intense and we cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire personnel over time. Our ability to retain key officers and employees may be further impacted by legislation and regulation affecting the financial services industry. For example, legislation and bank regulatory action that places restrictions on executive compensation at, and the pay practices of, financial institutions may further impact our ability to compete for talent with other industries that are not subject to the same limitations as financial institutions. Any inability to attract, develop and retain significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of operations and financial condition.

Cyber Security Risks and Technology Dependence – In the ordinary course of business, the Corporation collects and stores sensitive data, including proprietary business information and personally identifiable information of our customers and employees in systems and on networks. In some cases, this confidential or proprietary information is collected, compiled, processed, transmitted or stored by third parties on our behalf. The secure processing, maintenance and use of this information is critical to operations and our business strategy.

The Corporation has invested in accepted technologies, and continually reviews processes and practices that are designed to protect our networks, computers and data from damage or unauthorized access, and maintains an information security risk insurance policy. On an

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on-going basis the Corporation assesses its cyber security procedures and controls and performs network penetration tests on at least an annual basis. All employees receive monthly information security awareness training.

Despite these security measures, the Corporation’s computer systems and infrastructure or those of third parties used by us to compile, process or store such information may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. A breach of any kind could compromise systems and the information stored there could be accessed, damaged or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to the Corporation’s reputation, which could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Government Regulation and Monetary Policy - The Corporation and the banking industry are subject to extensive regulation and supervision under federal and state laws and regulations. The requirements and limitations imposed by such laws and regulations limit the way the Corporation conducts its business, undertakes new investments and activities and obtains financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit the Corporation’s shareholders. Financial institution regulation has been the subject of significant legislation in recent years and may be the subject of further significant legislation in the future, none of which is in the control of the Corporation. Significant new laws or changes in, or repeals of, existing laws could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects short-term interest rates and credit conditions, and any unfavorable change in these conditions could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Bank Secrecy Act and Related Laws and Regulations - These laws and regulations have significant implications for all financial institutions. In recent years, they have increased due diligence requirements and reporting obligations for financial institutions, created new crimes and penalties, and required the federal banking agencies, in reviewing merger and other acquisition transactions, to consider the effectiveness of the parties to such transactions in combating money laundering activities. Even innocent noncompliance and inconsequential failure to follow the regulations could result in significant fines or other penalties, which could have a material adverse impact on the Corporation’s financial condition, results of operations or liquidity.

The Federal Home Loan Bank of Pittsburgh - Through its subsidiary (C&N Bank), the Corporation is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. The Corporation has a line of credit with the FHLB-Pittsburgh that is secured by a blanket lien on its loan portfolio. Access to this line of credit is critical if a funding need arises. However, there can be no assurance that the FHLB-Pittsburgh will be able to provide funding when needed, nor can there be assurance that the FHLB-Pittsburgh will provide funds specifically to the Corporation should its financial condition deteriorate and/or regulators prevent that access. The inability to access this source of funds could have a materially adverse effect on the Corporation’s financial flexibility if alternate financing is not available at acceptable interest rates. The failure of the FHLB-Pittsburgh or the FHLB system in general, may materially impair the Corporation’s ability to meet short- and long-term liquidity needs or to meet growth plans.

The Corporation owns common stock of the FHLB-Pittsburgh to qualify for membership in the FHLB system and access services from the FHLB-Pittsburgh. The FHLB-Pittsburgh faces a variety of risks in its operations including interest rate risk, counterparty credit risk, and adverse changes in its regulatory framework. In addition, the 11 Federal Home Loan Banks are jointly liable for the consolidated obligations of the FHLB system. To the extent that one FHLB cannot meet its obligations, other FHLBs can be called upon to make required payments. Such risks affecting the FHLB-Pittsburgh could adversely impact the value of the Corporation’s investment in the common stock of the FHLB-Pittsburgh and/or affect its access to credit.

Soundness of Other Financial Institutions - In addition to the FHLB-Pittsburgh, the Corporation maintains other credit facilities that provide it with additional liquidity. These facilities include secured and unsecured borrowings from the Federal Reserve Bank and third-party commercial banks. The Corporation believes that it maintains a strong liquidity position and that it is well positioned to withstand foreseeable market conditions. However, legal agreements with counterparties typically include provisions allowing them to restrict or terminate the Corporation’s access to these credit facilities with or without advance notice and at their sole discretion.

Financial institutions are interconnected because of trading, clearing, counterparty, and other relationships. Financial market conditions have been negatively impacted in the past and such disruptions or adverse changes in the Corporation’s results of operations or financial condition could, in the future, have a negative impact on available sources of liquidity. Such a situation may arise due to circumstances that are outside the Corporation’s control, such as general market disruptions or operational problems affecting the Corporation or third parties. The Corporation’s efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or

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unanticipated reductions in available liquidity. In such events, the Corporation’s cost of funds may increase, thereby reducing net interest income, or the Corporation may need to sell a portion of its securities and/or loan portfolio, which, depending upon market conditions, could necessitate realizing a loss.

Securities Markets – The fair value of the Corporation’s available-for-sale debt securities, as well as the revenues the Corporation earns from its wealth management services, are sensitive to price fluctuations and market events.

Declines in the values of the Corporation’s securities holdings, combined with adverse changes in the expected cash flows from these investments, would negatively impact their value for liquidity management purposes and could result in other-than-temporary impairment charges. At December 31, 2022, the fair value of the Corporation’s available-for-sale debt securities portfolio was $63.8 million, or 11.3%, less than the amortized cost basis. The unrealized decrease in fair value was consistent with the significant increases in market interest rates that occurred in 2022, and there were no credit-related declines in fair value and no other-than-temporary losses recorded at December 31, 2022. Further increases in interest rates would cause the fair value of the available-for-sale debt securities portfolio to decrease further.  For additional information regarding debt securities, see the “Securities” section of Management’s Discussion and Analysis and Note 7 to the consolidated financial statements.

The Corporation’s trust revenue is determined, in part, from the value of the underlying investment portfolios. Accordingly, if the values of those investment portfolios decrease, whether due to factors influencing U.S. or international securities markets, in general, or otherwise, the Corporation’s revenue could be negatively impacted. In addition, the Corporation’s ability to sell its brokerage services is dependent, in part, upon consumers’ level of confidence in securities markets.

Mortgage Banking – Since 2009, the Corporation has originated and sold residential mortgage loans to the secondary market through the MPF Xtra program. Since 2014, the Corporation has also originated and sold residential mortgage loans to the secondary market through the MPF Original program. Both of these programs are administered by the Federal Home Loan Banks of Pittsburgh and Chicago. At December 31, 2022, the total outstanding balance of residential mortgages sold and serviced through the two programs amounted to $325,677,000. The Corporation must strictly adhere to the MPF Xtra and MPF Original program guidelines for origination, underwriting and servicing loans, and failure to do so may result in the Corporation being forced to repurchase loans or being dropped from the program. As of December 31, 2022, the total outstanding balance of residential mortgage loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $1,515,000. If the volume of such forced repurchases of loans were to increase significantly, or if the Corporation were to be dropped from the programs, it could have a material adverse effect on the Corporation’s financial condition, results of operations or liquidity.

Coronavirus Outbreak – The COVID-19 pandemic has caused significant disruptions in the international and U.S. economies as well as the Corporation’s local economy.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak, and there is no guarantee that the Corporation’s efforts to address any adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of new variants of the coronavirus and actions taken to contain the coronavirus or its impact.

The effect of COVID-19 and related events, including those described above and those not yet known or knowable, could have a negative effect on the Corporation’s business prospects, financial condition and results of operations, as a result of quarantines; market volatility; market downturns; changes in consumer behavior; business closures; deterioration in the credit quality of borrowers or the inability of borrowers to satisfy their obligations (and any related forbearances or restructurings that may be implemented); changes in the value of collateral securing outstanding loans; changes in the value of the investment securities portfolio; effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating the Corporation’s financial reporting and internal controls; and declines in the demand for loans and other banking services and products.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2. PROPERTIES

A summary of the Corporation’s operating properties is as follows:

	Number	Number of	Number of
	of	Owned	Leased
	Locations	Properties	Properties
Branches	29	23	6
Branches closed in 2022	2	2	0
Limited Purpose Office-Lending	1	1	0
Administrative/Multi-purpose	2	1	1
Ancillary Facilities	2	1	1
Total	36	28	8

ITEM 3. LEGAL PROCEEDINGS

The Corporation and the Bank are involved in various legal proceedings incidental to their business. Management believes the aggregate liability, if any, resulting from such pending and threatened legal proceedings will not have a material adverse effect on the Corporation’s financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

QUARTERLY SHARE DATA

Trades of the Corporation’s stock are executed through various brokers who maintain a market in the Corporation’s stock. The Corporation’s stock is listed on the NASDAQ Capital Market with the trading symbol CZNC. As of December 31, 2022, there were 2,086 shareholders of record of the Corporation’s common stock.

The following table sets forth the high and low sales prices of the common stock and dividends declared per quarter during 2022 and 2021.

	2022						2021
					Dividend						Dividend
					Declared						Declared
					per						per
	High		Low		Quarter		High		Low		Quarter
First quarter	$	27.50	$	23.82	$	0.28	$	24.99	$	18.98	$	0.27
Second quarter		25.20		23.21		0.28		25.69		23.00		0.28
Third quarter		25.77		23.29		0.28		25.97		23.73		0.28
Fourth quarter		25.20		22.67		0.28		27.99		24.52		0.28

Future dividend payments will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. Also, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. These restrictions are described in Note 18 to the consolidated financial statements.

Effective February 18, 2021, the Corporation amended its treasury stock repurchase program. Under the amended program, the Corporation is authorized to repurchase up to 1,000,000 shares of the Corporation’s common stock, or 6.25% of the Corporation’s issued

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and outstanding shares at February 18, 2021. As of December 31, 2022, 674,700 shares have been repurchased for a total cost of $16,587,000, at an average price of $24.58 per share under the repurchase program. As permitted by securities laws and other legal requirements and subject to market conditions and other factors, purchases may be made from time to time in the open market at prevailing prices, or through privately negotiated transactions.

Consistent with the previously approved program, the Board of Directors' February 18, 2021 approval provides that: (1) the treasury stock repurchase program, as amended to increase the repurchase authorization to 1,000,000 shares, shall be effective when publicly announced and shall continue thereafter until suspended or terminated by the Board of Directors, in its sole discretion; and (2) all shares of common stock repurchased pursuant to the program shall be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.

The following table sets forth a summary of purchases by the Corporation, in the open market, of its equity securities during the fourth quarter 2022:

				Total Number of	Maximum
				Shares	Number of
				Purchased	Shares that May
				as Part of	Yet
				Publicly	be Purchased
	Total Number	Average		Announced	Under
	of Shares	Price Paid		Plans	the Plans or
Period	Purchased	per Share		or Programs	Programs
October 1 - 31, 2022	0	$	N/A	674,700	325,300
November 1 - 30, 2022	0	$	N/A	674,700	325,300
December 1 - 31, 2022	0	$	N/A	674,700	325,300

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PERFORMANCE GRAPH

Set forth below is a chart comparing the Corporation’s cumulative return to stockholders against the cumulative return of the Russell 2000 Index and the Corporation’s peer group indices (the NASDAQ Bank Index and a Legacy Peer Group Index of similar banking organizations selected by the Corporation) for the five-year period commencing December 31, 2017 and ended December 31, 2022. The NASDAQ Bank Index has been selected to replace the existing Peer Group Index of similar-size banking organizations selected by the Corporation in this Annual Report on Form 10-K. Management believes the NASDAQ Bank Index is a more stable peer group that will not require changes in composition from year-to-year as the Corporation’s size and complexity of operations changes.

The index values are market-weighted dividend-reinvestment numbers, which measure the total return for investing $100.00 five years ago. This meets Securities & Exchange Commission requirements for showing dividend reinvestment share performance over a five-year period and measures the return to an investor for placing $100.00 into a group of bank stocks and reinvesting any and all dividends into the purchase of more of the same stock for which dividends were paid.

	Period Ending
Index	12/31/17	12/31/18	12/31/19	12/31/20	12/31/21	12/31/22
Citizens & Northern Corporation	100.00	114.94	128.54	95.41	131.72	120.72
Russell 2000 Index	100.00	88.99	111.70	134.00	153.85	122.41
Peer Group (NASDAQ Bank Index)	100.00	83.83	104.26	96.44	137.82	115.38
Legacy Peer Group	100.00	91.23	108.46	87.78	118.96	118.90

Legacy Peer Group includes all publicly traded SEC filing Commercial Banks & Thrifts within NJ, NY, OH, PA, MD, and WV with assets between 0.5 times and 2.0 times CZNC as of 9/30/2022.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning the Stock Incentive Plan and Independent Directors Stock Incentive Plan, both of which have been approved by the Corporation’s shareholders. The figures shown in the table below are as of December 31, 2022.

					Number of
	Number of	Weighted-		��	Securities
	Securities to be	average			Remaining
	Issued Upon	Exercise			for Future
	Exercise of	Price of			Issuance Under
	Outstanding	Outstanding			Equity Compen-
	Options	Options			sation Plans
Equity compensation plans approved by shareholders	10,564	$	20.45		139,648
Equity compensation plans not approved by shareholders	0		N/A		0

More details related to the Corporation’s equity compensation plans are provided in Notes 1 and 13 to the consolidated financial statements.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this section and elsewhere in this Annual Report on Form 10-K are forward-looking statements. Citizens & Northern Corporation and its wholly-owned subsidiaries (collectively, the Corporation) intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995. Forward-looking statements, which are not historical facts, are based on certain assumptions and describe future plans, business objectives and expectations, and are generally identifiable by the use of words such as, "should", “likely”, "expect", “plan”, "anticipate", “target”, “forecast”, and “goal”. These forward-looking statements are subject to risks and uncertainties that are difficult to predict, may be beyond management’s control and could cause results to differ materially from those expressed or implied by such forward-looking statements. Factors which could have a material, adverse impact on the operations and future prospects of the Corporation include, but are not limited to, the following:

● changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates

●changes in general economic conditions

●the Corporation’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses

●legislative or regulatory changes

●downturn in demand for loan, deposit and other financial services in the Corporation’s market area

●increased competition from other banks and non-bank providers of financial services

● technological changes and increased technology-related costs

● information security breach or other technology difficulties or failures

●changes in accounting principles, or the application of generally accepted accounting principles

● failure to achieve merger-related synergies and difficulties in integrating the business and operations of acquired institutions

● the effect of the novel coronavirus (COVID-19) and related events

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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EARNINGS OVERVIEW

2022 vs. 2021

Net income for the year ended December 31, 2022 was $26,618,000, or $1.71 per diluted share as compared to 2021 net income of $30,554,000 or $1.92 per share. Significant variances were as follows:

● Net interest income of $83,128,000 in 2022 was up $5,189,000 over the 2021 total. The net interest margin increased to 3.77% in 2022 from 3.69% in 2021. The net interest spread increased 0.02%, as the average yield on earning assets increased 0.20% to 4.19% and the average rate on interest-bearing liabilities increased 0.18% to 0.62%. Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $3,610,000 in 2022 as compared to 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $168.2 million. Total interest and fees on loans increased $4,289,000 in 2022 as compared to 2021. Interest and fees on loans included $1,852,000 in 2022 and $231,000 in 2021 from repayments received on purchased credit impaired loans in excess of previous carrying amounts. Total interest and fees from the Small Business Administration’s Paycheck Protection Program (“PPP”) loans were $958,000 in 2022, a decrease of $5,572,000 from the 2021 total of $6,530,000. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $1,621,000 in 2022 as compared to a net positive impact of $2,659,000 in 2021. Average outstanding loans increased $31.3 million, despite a reduction in average PPP loans of $89.2 million. Average loans, excluding PPP loans, were up $120.6 million (8.0%) in 2022 as compared to 2021. Average total deposits increased $75.0 million (3.9%) in 2022 as compared to 2021.

● The provision for loan losses of $7,255,000 for 2022 was higher than the 2021 provision by $3,594,000. In 2022, the provision includes the impact of partial charge-offs totaling $3,942,000 on a commercial real estate secured participation loan to a borrower in the health care industry. In total, the provision for 2022 includes $3,890,000 related to specific loans (net charge-offs of $4,177,000 and net decrease in specific allowances on loans of $287,000), an increase of $3,036,000 in the collectively determined portion of the allowance and a $329,000 increase in the unallocated portion. In comparison, the provision for loan losses in 2021 includes $1,324,000 related to specific loans (net charge-offs of $1,509,000 and a decrease in specific allowances on loans of $185,000), an increase of $2,251,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion.

● Noninterest income decreased $1,449,000, or 5.6% in 2022 from 2021. Significant variances include the following:

Ø Net gains from sales of loans of $757,000 decreased $2,671,000 reflecting a reduction in volume of residential mortgage loans sold.

Ø Trust revenue of $6,994,000 decreased $240,000 reflecting the impact of market value depreciation of assets under management.

Ø Brokerage and insurance revenue of $2,291,000 increased $431,000 due to commissions on higher transaction volumes for the year.

Ø Service charges on deposit accounts of $5,019,000 increased $386,000 as the volume of consumer and business overdraft and other activity increased partially offset by the impact of refunds resulting from updated regulatory guidance on certain consumer overdraft fees.

Ø Interchange revenue from debit card transactions of $4,148,000 increased $293,000, reflecting an increase in transaction volumes.

Ø Loan servicing fees, net of $960,000 increased $266,000, reflecting growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights increased $126,000 in 2022 as compared to a decrease of $68,000 in 2021 mainly due to changes in assumptions related to prepayments of mortgage loans.

Ø Other noninterest income of $3,699,000 increased $119,000, including increases in income from interest rate swap fees on commercial loans of $268,000, credit card interchange income of $107,000 and dividend income from Federal Home Loan

13

Bank stock of $83,000. Offsetting decreases include a $147,000 reduction in income from title agencies and an increase in unrealized fair value depreciation on a marketable equity security of $83,000.

● Noninterest expense increased $5,483,000, or 8.8% in 2022 over 2021. Significant variances included the following:

Ø Salaries and employee benefits of $41,833,000 increased $4,230,000, including an increase in base salaries expense of $3.8 million reflecting merit-based salary increases and an increase in number of personnel related to expansion of the Southcentral PA market with the opening of an office in Lancaster. Additional increases include an increase in health care expense of $658,000 due to higher claims on the Corporation’s partially self-insured plan, $327,000 related to savings, retirement and pension plan contribution expenses, $249,000 related to payroll taxes and $131,000 due to a lower portion of payroll costs capitalized (added to the carrying value of loans) due to the higher volume of PPP loans originated in 2021. Decreases include a reduction in estimated cash and stock-based incentive compensation expense of $822,000 consistent with a comparison of the Corporation’s earnings performance to that of defined peer groups and a reduction in severance expense of $232,000

Ø Data processing and telecommunications of $6,806,000 increased $903,000, including the impact of increases in software licensing and maintenance costs as well as costs related to enhancements of data management capabilities.

Ø Net occupancy and equipment expense of $5,533,000 increased $549,000, including accelerated depreciation expense of $329,000 related to the closure of two branches in November 2022.

Ø Automated teller machine and interchange expense increased $168,000 reflecting increased volume of activity.

Ø Professional fees of $1,601,000 decreased $238,000, mainly due to decreases in recruiting services and PPP loan processing-related professional fees.

Ø Other noninterest expense totaled $8,221,000, a decrease of $134,000 from 2021. Within this category, significant variances included the following:

● There was a net reduction in other operational losses of $348,000 in 2022 as compared to expense of $199,000 in 2021. In 2022, there was a reduction in expense resulting from abatement of Trust Department tax compliance penalties for which expense was recorded in 2020 and a favorable outcome on appeal of a Trust Department state tax reporting matter for which expense was also recorded in 2020.

● There was a reduction in expense related to credit losses on off balance sheet exposures related to residential mortgage loans sold of $172,000 in 2022 as compared to a provision for credit losses of $135,000 in 2021.

● The allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $367,000 in 2022 as compared to a reduction in expense of $236,000 in 2021.

● Travel and entertainment expenses totaled $457,000 in 2022, an increase of $236,000 over 2021, as the volume of travel and related costs for meetings with customers and internal meetings increased.

● The income tax provision of $5,732,000, or 17.7% of pre-tax income for the year ended December 31, 2022, decreased $1,401,000 from $7,133,000, or 18.9% of pre-tax income for the year ended December 31, 2021. The lower provision in 2022 includes the impact of a reduction in pre-tax income. The lower effective tax rate in 2022 includes the impact of higher tax-exempt interest as a percentage of pre-tax income, a larger permanent difference (deduction) related to restricted stock compensation and the benefit of a $340,000 reduction in expense from the reversal of tax penalties being non-deductible.

2021 vs. 2020

Net income for the year ended December 31, 2021 was $30,554,000, or $1.92 per diluted share as compared to 2020 net income of $19,222,000 or $1.30 per share. Effective July 1, 2020, the Corporation acquired Covenant Financial, Inc. (“Covenant”). In 2020, the Corporation incurred pre-tax merger-related expenses related to the Covenant transaction of $7.7 million. In the fourth quarter 2020, the Corporation incurred a pre-tax loss of $1.6 million on prepayment of long-term borrowings (Federal Home Loan Bank of Pittsburgh advances) with outstanding balances totaling $48.0 million. The borrowings included several advances maturing in 2022 through 2024 with a weighted-average interest rate of 1.77% and a weighted-average duration of 2.3 years. Excluding the impact of merger-related expenses and loss on prepayment of borrowings, adjusted (non-U.S. GAAP) earnings for 2020 would be $26,648,000 or $1.80 per share.

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The following table provides a reconciliation of the Corporation’s 2021 and 2020 earnings results under U.S. generally accepted accounting principles (U.S. GAAP) to comparative non-U.S. GAAP results excluding merger-related expenses and loss on prepayment of borrowings. Management believes disclosure of 2021 and 2020 earnings results, adjusted to exclude the impact of these items, provides useful information to investors for comparative purposes.

RECONCILIATION OF NET INCOME AND

DILUTED EARNINGS PER SHARE TO NON-U.S.

GAAP MEASURE

(Dollars In Thousands, Except Per Share Data)

	Year Ended December 31, 2021								Year Ended December 31, 2020
	Income						Diluted		Income						Diluted
	Before						Earnings		Before						Earnings
	Income		Income				per		Income		Income				per
	Tax		Tax		Net		Common		Tax		Tax		Net		Common
	Provision		Provision		Income		Share		Provision		Provision		Income		Share
Earnings Under U.S. GAAP	$	37,687	$	7,133	$	30,554	$	1.92	$	23,212	$	3,990	$	19,222	$	1.30
Add: Merger-Related Expenses (1)		0		0		0				7,708		1,574		6,134
Add: Loss on Prepayment of Borrowings (1)		0		0		0				1,636		344		1,292
Adjusted Earnings (Non-U.S. GAAP)	$	37,687	$	7,133	$	30,554	$	1.92	$	32,556	$	5,908	$	26,648	$	1.80

(1) Income tax has been allocated based on a marginal income tax rate of 21%. The effect on the income tax provision is adjusted for the estimated nondeductible portion of the expenses.

Other significant variances were as follows:

● Net interest income was up $10,374,000 (15.4%) in 2021 over 2020, reflecting growth mainly attributable to the Covenant acquisition that closed July 1, 2020. In 2021, annual average outstanding loans totaled $1.597 billion, an increase of $151.7 million over 2020, annual average interest-bearing cash and due from banks of $156.2 million were up $75.6 million, annual average available-for-sale debt securities of $390.2 million were up $61.7 million, and annual average total deposits of $1.905 billion were up $319.0 million, while annual average borrowed funds were lower by $42.4 million. The net interest margin was 3.69% for 2021, unchanged from 2020. The average yield on earning assets in 2021 was down 0.22% from 2020, while the average rate on interest-bearing liabilities was down 0.28% between periods. Accretion and amortization of purchase accounting adjustments had a net positive impact on net interest income of $2,659,000 for 2021 as compared to a net positive impact of $3,272,000 for 2020.

● The provision for loan losses of $3,661,000 for 2021 was lower than the 2020 provision by $252,000. In 2021, the provision included the impact of partial charge-offs totaling $1,463,000 on a commercial loan. In total, the provision for 2021 included a net charge of $1,324,000 related to specific loans (net charge-offs of $1,509,000 offset by a net decrease in specific allowances on loans of $185,000), an increase of $2,251,000 in the collectively determined potion of the allowance and an $86,000 increase in the unallocated allowance. In comparison, the 2020 provision of $3,913,000 included the impact of a charge-off of $2,219,000 on one commercial loan.

● Noninterest income increased $1,513,000, or 6.2% in 2021 over 2020. Significant variances include the following:

Ø Trust revenue totaled $7,234,000 in 2021, an increase of $913,000 over 2020, reflecting the impact of growth in average trust assets under management including the impact of market value appreciation.

Ø Interchange revenue from debit card transactions totaled $3,855,000, an increase of $761,000 over 2020, reflecting an increase in transaction volumes.

Ø Loan servicing fees, net, totaled $694,000, an increase of $755,000 over the 2020 total of negative $61,000 (a decrease in revenue). The net increase reflects growth in volume of residential mortgage loans sold with servicing retained. Further, the fair value of servicing rights decreased $68,000 in 2021 as compared to a reduction in fair value of $576,000 in 2020 mainly due to changes in assumptions related to prepayments of mortgage loans.

15

Ø Service charges on deposit accounts totaled $4,633,000, an increase of $402,000 over 2020, as consumer and business activity increased.

Ø Brokerage and insurance revenue totaled $1,860,000, an increase of $374,000 over 2020, due to commissions on higher transaction volume.

Ø Other noninterest income totaled $3,580,000, an increase of $225,000 over 2020. Within this category, significant variances included the following:

● Income from realization of tax credits of $772,000 was $268,000 higher in 2021 as compared to 2020 due to higher PA Educational Improvement Tax Credit Program donations.

● Credit card interchange income of $434,000 increased $144,000 due to higher transaction volume.

● Fee income for providing credit enhancement on mortgage loans sold of $348,000 increased $122,000.

● Other noninterest income decreased $272,000 as the Corporation recognized income of $279,000 in 2020 from a life insurance arrangement in which benefits were split between the Corporation and heirs of a former employee.

● Dividend income from Federal Home Loan Bank stock of $514,000 decreased $140,000.

Ø Net gains from sales of loans totaled $3,428,000, a decrease of $1,975,000 from 2020, reflecting a decrease in volume of mortgage loans sold, resulting mainly from lower refinancing activity and overall market conditions.

● Noninterest expense increased $6,863,000, or 12.3% in 2021 over 2020, excluding merger-related expenses and loss on prepayment of borrowings. Significant variances included the following:

Ø Salaries and employee benefits expense totaled $37,603,000, an increase of $4,541,000 over 2020, reflecting the inclusion of the former Covenant operations for twelve months in 2021 as compared to six months in 2020, as well as increases in lending, human resources, information technology and other personnel needed to accommodate growth, and increases in health care expense due to higher claims on the Corporation’s partially self-insured plan.

Ø Data processing and telecommunications expenses totaled $5,903,000, an increase of $587,000 over 2020, including the impact of growth related to the Covenant acquisition, increased costs from outsourced support services and other increases in software licensing and maintenance costs.

Ø Professional fees expense totaled $2,243,000, an increase of $551,000 over 2020, mainly due to increases in recruiting services and PPP loan processing professional fees.

Ø Net occupancy and equipment expense totaled $4,984,000, an increase of $523,000, primarily reflecting an increase due to the Covenant acquisition.

Ø Pennsylvania shares tax expense totaled $1,951,000, an increase of $262,000, reflecting the increase in in C&N Bank’s stockholder’s equity.

Ø Automated teller machine and interchange expense totaled $1,433,000, an increase of $202,000, reflecting increased volume of activity.

Ø Other noninterest expense totaled $8,355,000, an increase of $197,000 over 2020. Within this category, significant variances included the following:

● FDIC insurance expense of $581,000 increased $258,000.

● Business development expenses of $452,000 increased $220,000, due primarily to an increase in public relations expense.

● Donations expense of $847,000 increased $208,000, mainly due to an increase in donations associated with the Pennsylvania Educational Improvement Tax Credit program.

● Other increases include legal fees and expenses of $83,000, bank insurance of $56,000, accounting and auditing expense of $51,000, and credit card reward redemption expense of $50,000.

16

● Other operational losses of $199,000 decreased $405,000, including a reduction in charges principally related to Trust Department tax compliance and preparation matters.

● Gains on other real estate properties totaled $100,000 in 2021 as compared to net losses of $146,000 in 2020.

● The allowance for SBA claim adjustments decreased, reflecting more favorable claim results than previously estimated, resulting in a reduction in expense of $236,000 in 2021 as compared to a reduction in expense of $70,000 in 2020.

● The income tax provision was $7,133,000 for the year ended December 31, 2021, up from $3,990,000 for the year ended December 31, 2020. Pre-tax income was $14,475,000 higher in 2021 as compared to 2020. The effective tax rate was 18.9% for 2021, higher than the 17.2% effective tax rate for 2020. The tax benefit of tax-exempt interest income was 2.4% of pre-tax income in 2021 as compared to a 3.5% benefit in 2020.

More detailed information concerning the Corporation’s earnings results are provided in other sections of Management’s Discussion and Analysis.

ACQUISITION OF COVENANT FINANCIAL, INC.

The Corporation’s acquisition of Covenant was completed July 1, 2020. Covenant was the parent company of Covenant Bank, which operated banking offices in Bucks and Chester Counties of Pennsylvania. Pursuant to the transaction, Covenant merged with and into the Corporation and Covenant Bank merged with and into C&N Bank. Total purchase consideration was $63.3 million, including common stock with a fair value of $41.6 million and cash of $21.7 million. The acquisition of Covenant followed the acquisition of Monument Bancorp, Inc. (“Monument”) on April 1, 2019. Monument was the parent company of Monument Bank, with banking and lending offices in Bucks County, Pennsylvania. The total transaction value of the Monument acquisition was $42.7 million.

In connection with the Covenant acquisition, effective July 1, 2020, the Corporation recorded goodwill of $24.1 million and a core deposit intangible asset of $3.1 million. Assets acquired included loans valued at $464.2 million, cash and due from banks of $97.8 million, bank-owned life insurance valued at $11.2 million and securities valued at $10.8 million. Liabilities assumed included deposits valued at $481.8 million, borrowings valued at $64.0 million and subordinated debt valued at $10.1 million. The assets purchased and liabilities assumed in the acquisition were recorded at their preliminary estimated fair values at the time of closing subject to adjustment for up to one year subsequent to the acquisition. There were no adjustments to the fair values of assets acquired and liabilities assumed in the Covenant acquisition subsequent to December 31, 2020.

CRITICAL ACCOUNTING POLICIES

The presentation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates.

Allowance for Loan Losses – A material estimate that is particularly susceptible to significant change is the determination of the allowance for loan losses. The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. Management believes the allowance for loan losses is adequate and reasonable. Notes 1 and 8 to the consolidated financial statements provide an overview of the process management uses for evaluating and determining the allowance for loan losses, and additional discussion of the allowance for loan losses is provided in a separate section later in Management’s Discussion and Analysis. Given the very subjective nature of identifying and valuing loan losses, it is likely that well-informed individuals could make materially different assumptions, and could, therefore calculate a materially different allowance value. While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

As described more fully in Note 2 to the consolidated financial statements, effective January 1, 2023, the Corporation is adopting Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, the required change in accounting for credit losses on loans receivable from an incurred loss methodology to an expected credit loss methodology commonly referred to as “CECL.”  Upon adoption of CECL, the allowance for credit losses will be based on the Corporation’s historical loan loss experience, borrower characteristics, forecasts of future economic conditions and other relevant

17

factors. The Corporation will also apply qualitative factors to account for information that may not be reflected in quantitatively derived results or other relevant factors to ensure the allowance reflects management’s best estimate of current expected credit losses.

Fair Value of Available-For-Sale Debt Securities – Another material estimate is the calculation of fair values of the Corporation’s debt securities. For most of the Corporation’s debt securities, the Corporation receives estimated fair values of debt securities from an independent valuation service, or from brokers. In developing fair values, the valuation service and the brokers use estimates of cash flows, based on historical performance of similar instruments in similar interest rate environments. Based on experience, management is aware that estimated fair values of debt securities tend to vary among brokers and other valuation services.

NET INTEREST INCOME

The Corporation’s primary source of operating income is net interest income, which is equal to the difference between the amounts of interest income and interest expense. Tables I, II and III include information regarding the Corporation’s net interest income in 2022, 2021 and 2020. In each of these tables, the amounts of interest income earned on tax-exempt securities and loans have been adjusted to a fully taxable-equivalent basis. The Corporation believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing returns on tax-exempt securities and loans with returns on taxable securities and loans. Accordingly, the net interest income amounts reflected in these tables exceed the amounts presented in the consolidated financial statements. The discussion that follows is based on amounts in the tables.

2022 vs. 2021

Fully taxable equivalent net interest income was $84,354,000 in 2022, $5,280,000 (6.7%) higher than in 2021. Interest income was $8,237,000 higher in 2022 as compared to 2021; interest expense was higher by $2,957,000 in comparing the same periods. As presented in Table II, the Net Interest Margin was 3.77% in 2022, as compared to 3.69% in 2021, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) increased slightly to 3.57% in 2022 from 3.55% in 2021. The average yield on earning assets of 4.19% was 0.20% higher in 2022 as compared to 2021, and the average rate on interest bearing liabilities of 0.62% was 0.18% higher in 2022 as compared to 2021. Table III shows that, in the aggregate, rising interest rates in 2022 had a positive impact on net interest income as the portion of the increase attributable to changes in rate was $4,976,000.

Income from purchase accounting-related adjustments in 2022 had a positive effect on net interest income of $1,621,000, including an increase in income on loans of $1,216,000 and a net reduction in interest expense on time deposits and borrowed funds totaling $405,000. The positive impact of purchase accounting-related adjustments to the net interest margin was 0.07% in 2022. In comparison, the net positive impact of purchase accounting-related adjustments was $2,659,000, with a positive impact on the net interest margin of 0.13% in 2021.

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $93,873,000 in 2022, an increase of $8,237,000, or 9.6% from 2021.

Interest income from available-for-sale debt securities, on a fully taxable-equivalent basis, increased $3,610,000 in 2022 as compared to 2021, as the average balance (at amortized cost) of available-for-sale debt securities increased $168.2 million as indicated in Table II. The average yield on available-for-sale debt securities was 2.16% for 2022, down slightly from 2.17% in 2021.

Interest and fees from loans receivable increased $4,289,000 in 2022 as compared to 2021. Total interest and fees from loans excluding PPP loans increased $9,861,000 in 2022 as compared to 2021. Interest and fees on PPP loans totaled $958,000 in 2022, a decrease of $5,572,000 from 2021, as previously deferred fees were recognized in income upon the SBA’s repayment of loans based on forgiveness of the underlying borrowers. In 2022, total interest and fees on loans included $1,852,000 from repayments received on purchased credit impaired loans in excess of previous carrying amounts as compared to income from similar repayments of $231,000 in 2021.

Average outstanding loans receivable increased $31,338,000 (2.0%) to $1,628,094,000 in 2022 from $1,596,756,000 in 2021, despite a reduction in average PPP loans of $89,246,000. Average total loans outstanding, excluding PPP loans, increased $120,584,000 (8.0%).

The fully taxable equivalent yield on loans in 2022 was 4.98% compared to 4.81% in 2021. The average yield on loans included the positive impact of the income on PCI loans in 2022. The comparatively high yield on PPP loans provided a benefit to the margin in both

18

periods through the higher volume resulted in a larger benefit in 2021. Excluding PPP loans and income from excess repayments on purchased credit impaired loans, the adjusted yield on loans was 4.83% in 2022, up from the similarly adjusted yield of 4.67% in 2021.

Income from interest-bearing due from banks totaled $645,000 in 2022, an increase of $327,000 from the total for 2021. The average yield on interest-bearing due from banks was 1.25% in 2022 and 0.20% in 2021. The average balance of interest-bearing due from banks was $51,407,000 in 2022 as compared to $156,152,000 in 2021. The average balance of interest-bearing due from banks fell to 2.3% of average earning assets in 2022 from 7.3% in 2021 as excess funds were invested in securities and loans. Within this category, the largest asset balance in 2022 and 2021 has been interest-bearing deposits held with the Federal Reserve.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense increased $2,957,000, or 45.1%, to $9,519,000 in 2022 from $6,562,000 in 2021. Interest expense on deposits increased $2,100,000. Table II shows the average rate on interest-bearing deposits increased to 0.46% in 2022 from 0.33% in 2021 reflecting the impact of increases in market rates in 2022.

Average total deposits (interest-bearing and noninterest-bearing) increased $75,012,000 (3.9%) to $1,980,412,000 in 2022 from $1,905,400 in 2021. Average time deposits decreased $42,552,000, while the average total balance of other categories increased $117,564,000, or 7.5%. The increase in average deposits includes the impact of growth in commercial deposits, reflecting higher average balances maintained and new business.

Interest expense on short-term borrowings in 2022 was $429,000 as compared to $23,000 in 2021. The average balance of short-term borrowings increased to $21,766,000 in 2022 from $6,269,000 in 2021. The average rate on short-term borrowings was 1.97% in 2022 compared to 0.37% in 2021.

Interest expense on long-term borrowings (FHLB advances) increased $497,000 to $896,000 in 2022 from $399,000 in 2021. The average balance of long-term borrowings was $40,194,000 in 2022, down from an average balance of $44,026,000 in 2021. Borrowings are classified as long-term within the Tables based on their term at origination or assumption in business combinations. The average rate on long-term borrowings was 2.23% in 2022 compared to 0.91% in 2021.

Interest expense on senior notes issued in May 2021 totaled $477,000 in 2022 as compared to $293,000 in 2021. The average balance of the senior notes increased to $14,733,000 in 2022 from $9,129,000 in 2021. The average rate on senior notes was 3.24% in 2022 and 3.21% in 2021.

Interest expense on subordinated debt decreased $230,000 to $1,079,000 in 2022 from $1,309,000 in 2021. The average balance of subordinated debt decreased slightly to $27,116,000 in 2022 from $27,399,000 in 2021. The average rate on subordinated debt decreased to 3.98% in 2022 from 4.78% in 2021 including the net impact of a new issue of subordinated debt of $24,437,000, net, at an effective rate of 3.74% in May 2021 and the redemption of subordinated notes totaling $8,000,000 in the second quarter 2021 and $8,500,000 in the second quarter 2022.

2021 vs. 2020

Fully taxable equivalent net interest income was $79,074,000 in 2021, $10,529,000 (15.4%) higher than in 2020. Interest income was $7,496,000 higher in 2021 as compared to 2020; interest expense was lower by $3,033,000 in comparing the same periods. As presented in Table II, the Net Interest Margin was 3.69% in 2021, unchanged from 2020, and the “Interest Rate Spread” (excess of average rate of return on earning assets over average cost of funds on interest-bearing liabilities) increased to 3.55% in 2021 from 3.49% in 2020. The overall increase in net interest income resulted mainly from the acquisition of Covenant in the third quarter 2020 and income from the PPP loan program.

Income from purchase accounting adjustments in 2021 had a positive effect on net interest income in 2021 of $2,659,000, including an increase in income on loans of $1,289,000 and net reductions in interest expense on time deposits and borrowed funds totaling $1,370,000. In comparison, the net positive impact on net interest income of purchase accounting adjustments was $3,272,000 in 2020. The net positive impact to the net interest margin from purchase accounting adjustments was 0.13% in 2021 and 0.18% in 2020.

19

INTEREST INCOME AND EARNING ASSETS

Interest income totaled $85,636,000 in 2021, an increase of 9.6% from 2020. Interest and fees on loans receivable increased $7,175,000, or 10.3%, to $76,781,000 in 2021 from $69,606,000 in 2020. Interest and fees on PPP loans totaled $6,530,000 in 2021, an increase of $3,606,000 over the total in 2020. Table III shows the increase in interest on loans including $8,016,000 attributable to an increase in volume and a decrease of $841,000 related to a decrease in average yield.

The average balance of loans receivable increased $151,658,000 (10.5%) to $1,596,756,000 in 2021 from $1,445,098,000 in 2020. The increase in average loans outstanding includes the effect of loans acquired from Covenant, effective July 1, 2020.

The fully taxable equivalent yield on loans in 2021 was 4.81% compared to 4.82% in 2020. In 2021, rates on variable rate loans and rates on most new loan originations decreased, and prepayments of loans increased, consistent with falling market interest rates throughout most of 2020 and 2021. Further, yields on loans acquired from Covenant on July 1, 2020 were recorded at then-current market yields, which were lower than the Corporation’s average portfolio yield before the acquisition. The overall yield on loans in 2021 included a benefit from the acceleration of fees recognized on PPP loans as repayments have been received from the SBA. As shown in Table II, in 2021, the average balance of 1st Draw PPP loans was $44,735,000 with an average yield of 7.77% and the average balance of 2nd Draw PPP loans was $52,917,000 with an average yield of 5.77%.

Interest income on available-for-sale debt securities totaled $8,471,000 in 2021, an increase of $268,000 from the total for 2020. As indicated in Table II, average available-for-sale debt securities (at amortized cost) totaled $390,163,000 in 2021, an increase of $61,718,000 (18.8%) from 2020. The average yield on available-for-sale debt securities decreased to 2.17% in 2021 from 2.50% in 2020, reflecting acceleration of calls and prepayments of amortizing securities and purchases of lower-yielding securities at recent, lower market rates.

Interest income from interest-bearing deposits in banks totaled $318,000 in 2021, an increase of $67,000 from the total for 2020. The most significant categories of assets within this category include interest-bearing balances held with the Federal Reserve and investments in certificates of deposit issued by other banks. The average balance increased $75,565,000, as increases in deposits and funds from loan repayments outpaced uses of funds for loan originations, purchases of securities and repayments of borrowings. The average balance of interest-bearing due from banks was 7.3% of average earning assets in 2021 as compared to 4.3% in 2020. The average yield on interest-bearing due from banks fell to 0.20% in 2021 from 0.31% in 2020, due to a decrease in market rates.

INTEREST EXPENSE AND INTEREST-BEARING LIABILITIES

Interest expense decreased $3,033,000, or 31.6%, to $6,562,000 in 2021 from $9,595,000 in 2020. Table II shows that the overall cost of funds on interest-bearing liabilities decreased to 0.44% in 2021 from 0.72% in 2020.

Total average deposit balances (interest-bearing and noninterest-bearing) increased $318,991,000 to $1,905,400,000 in 2021 from $1,586,409,000 in 2020. The increase in average deposits includes the impact of the Covenant acquisition. The average rate on interest-bearing deposits decreased to 0.33% in 2021 from 0.60% in 2020. The decrease in average rate on deposits includes a decrease of 0.54% on time deposits. The average balance of time deposits fell to 17.2% of average total deposits in 2021 from 25.1% in 2020, further contributing to the reduction in average rate on deposits.

Interest expense on short-term borrowings decreased $344,000 to $23,000 in 2021 from $367,000 in 2020. The average balance of short-term borrowings decreased to $6,269,000 in 2021 from $34,212,000 in 2020. The average rate on short-term borrowings decreased to 0.37% in 2021 from 1.07% in 2020.

Interest expense on long-term borrowings (FHLB advances) decreased $892,000 to $399,000 in 2021 from $1,291,000 in 2020. The average balance of long-term borrowings was $44,026,000 in 2021, down from an average balance of $83,500,000 in 2020. The average rate on long-term borrowings was 0.91% in 2021 compared to 1.55% in 2020. The reduction in both average balance and rate reflects the prepayment of borrowings of $48,036,000 in December 2020.

Interest expense on senior notes issued in May 2021 totaled $293,000 in 2021. The average balance of the senior notes was $9,129,000 in 2021 with an average rate of 3.21%.

20

Interest expense on subordinated debt increased $603,000 to $1,309,000 in 2021 from $706,000 in 2020. The average balance of subordinated debt increased to $27,399,000 in 2021 from $11,553,000 in 2020 reflecting the net impact of subordinated debt agreements assumed in the Covenant transaction of $10,091,000 in July 2020, the new issue of subordinated debt of $24,437,000, net, in May 2021 and the redemption of subordinated notes totaling $8,000,000 in June 2021. The average rate on subordinated debt decreased to 4.78% in 2021 from 6.11% in 2020.

21

TABLE I - ANALYSIS OF INTEREST INCOME AND EXPENSE

	Year Ended
	December 31,						Increase/(Decrease)
(In Thousands)	2022		2021		2020		2022/2021		2021/2020
INTEREST INCOME
Interest-bearing due from banks	$	645	$	318	$	251	$	327	$	67
Available-for-sale debt securities:
Taxable		8,360		5,114		5,534		3,246		(420)
Tax-exempt		3,721		3,357		2,669		364		688
Total available-for-sale debt securities		12,081		8,471		8,203		3,610		268
Loans receivable:
Taxable		77,641		68,019		64,460		9,622		3,559
Paycheck Protection Program - 1st Draw		54		3,476		2,924		(3,422)		552
Paycheck Protection Program - 2nd Draw		904		3,054		0		(2,150)		3,054
Tax-exempt		2,471		2,232		2,222		239		10
Total loans receivable		81,070		76,781		69,606		4,289		7,175
Other earning assets		77		66		80		11		(14)
Total Interest Income		93,873		85,636		78,140		8,237		7,496
INTEREST EXPENSE
Interest-bearing deposits:
Interest checking		1,833		897		948		936		(51)
Money market		2,088		1,156		1,172		932		(16)
Savings		257		231		230		26		1
Time deposits		2,460		2,254		4,881		206		(2,627)
Total interest-bearing deposits		6,638		4,538		7,231		2,100		(2,693)
Borrowed funds:
Short-term		429		23		367		406		(344)
Long-term - FHLB advances		896		399		1,291		497		(892)
Senior notes, net		477		293		0		184		293
Subordinated debt, net		1,079		1,309		706		(230)		603
Total borrowed funds		2,881		2,024		2,364		857		(340)
Total Interest Expense		9,519		6,562		9,595		2,957		(3,033)
Net Interest Income	$	84,354	$	79,074	$	68,545	$	5,280	$	10,529

(1) Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis (a non-GAAP measure), using the Corporation’s marginal federal income tax rate of 21%.

(2) Fees on loans are included with interest on loans and amounted to $2,958,000 in 2022, $7,958,000 in 2021 and $4,314,000 in 2020.

(3) The table that follows is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands)	Year Ended
	December 31,						Increase/(Decrease)
	2022		2021		2020		2022/2021		2021/2020
Net Interest Income Under U.S. GAAP	$	83,128	$	77,939	$	67,565	$	5,189	$	10,374
Add: fully taxable-equivalent interest income adjustment from tax-exempt securities		720		673		525		47		148
Add: fully taxable-equivalent interest income adjustment from tax-exempt loans		506		462		455		44		7
Net Interest Income as adjusted to a fully taxable-equivalent basis	$	84,354	$	79,074	$	68,545	$	5,280	$	10,529

22

TABLE II - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars In Thousands)	Year					Year					Year
	Ended		Rate of			Ended		Rate of			Ended		Rate of
	12/31/2022		Return/			12/31/2021		Return/			12/31/2020		Return/
	Average		Cost of			Average		Cost of			Average		Cost of
	Balance		Funds%			Balance		Funds%			Balance		Funds%
EARNING ASSETS
Interest-bearing due from banks	$	51,407		1.25	%	$	156,152		0.20	%	$	80,587		0.31	%
Available-for-sale debt securities, at amortized cost:
Taxable		410,033		2.04	%		262,880		1.95	%		238,407		2.32	%
Tax-exempt		148,344		2.51	%		127,283		2.64	%		90,038		2.96	%
Total available-for-sale debt securities		558,377		2.16	%		390,163		2.17	%		328,445		2.50	%
Loans receivable:
Taxable		1,533,417		5.06	%		1,426,150		4.77	%		1,285,383		5.01	%
Paycheck Protection Program - 1st Draw		447		12.08	%		44,735		7.77	%		98,466		2.97	%
Paycheck Protection Program - 2nd Draw		7,959		11.36	%		52,917		5.77	%		0		0.00	%
Tax-exempt		86,271		2.86	%		72,954		3.06	%		61,249		3.63	%
Total loans receivable		1,628,094		4.98	%		1,596,756		4.81	%		1,445,098		4.82	%
Other earning assets		2,321		3.32	%		2,404		2.75	%		2,357		3.39	%
Total Earning Assets		2,240,199		4.19	%		2,145,475		3.99	%		1,856,487		4.21	%
Cash		22,685					24,132					25,439
Unrealized (loss) gain on securities		(38,784)					10,676					12,487
Allowance for loan losses		(14,962)					(12,354)					(11,018)
Bank-owned life insurance		30,925					30,373					24,415
Bank premises and equipment		21,559					20,814					19,826
Intangible assets		55,599					56,086					43,330
Other assets		55,567					44,032					38,859
Total Assets	$	2,372,788				$	2,319,234				$	2,009,825
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking	$	443,107		0.41	%	$	399,130		0.22	%	$	310,782		0.31	%
Money market		443,084		0.47	%		433,508		0.27	%		298,736		0.39	%
Savings		257,156		0.10	%		228,411		0.10	%		189,316		0.12	%
Time deposits		285,264		0.86	%		327,816		0.69	%		397,974		1.23	%
Total interest-bearing deposits		1,428,611		0.46	%		1,388,865		0.33	%		1,196,808		0.60	%
Borrowed funds:
Short-term		21,766		1.97	%		6,269		0.37	%		34,212		1.07	%
Long-term - FHLB advances		40,194		2.23	%		44,026		0.91	%		83,500		1.55	%
Senior notes, net		14,733		3.24	%		9,129		3.21	%		0		0.00	%
Subordinated debt, net		27,116		3.98	%		27,399		4.78	%		11,553		6.11	%
Total borrowed funds		103,809		2.78	%		86,823		2.33	%		129,265		1.83	%
Total Interest-bearing Liabilities.		1,532,420		0.62	%		1,475,688		0.44	%		1,326,073		0.72	%
Demand deposits		551,801					516,535					389,601
Other liabilities		23,474					25,785					20,800
Total Liabilities		2,107,695					2,018,008					1,736,474
Stockholders' equity, excluding accumulated other comprehensive (loss) income		295,447					292,683					263,253
Accumulated other comprehensive (loss) income		(30,354)					8,543					10,098
Total Stockholders' Equity		265,093					301,226					273,351
Total Liabilities and Stockholders' Equity	$	2,372,788				$	2,319,234				$	2,009,825
Interest Rate Spread				3.57	%				3.55	%				3.49	%
Net Interest Income/Earning Assets				3.77	%				3.69	%				3.69	%
Total Deposits (Interest-bearing and Demand)	$	1,980,412				$	1,905,400				$	1,586,409

(1) Rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

(2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

23

TABLE III -  ANALYSIS OF VOLUME AND RATE CHANGES

(In Thousands)	Year Ended 12/31/2022 vs. 12/31/2021						.	Year Ended 12/31/2021 vs. 12/31/2020
	Change in		Change in		Total			Change in		Change in		Total
	Volume		Rate		Change			Volume		Rate		Change
EARNING ASSETS
Interest-bearing due from banks	$	(339)	$	666	$	327		$	176	$	(109)	$	67
Available-for-sale debt securities:
Taxable		2,989		257		3,246			532		(952)		(420)
Tax-exempt		534		(170)		364			1,008		(320)		688
Total available-for-sale debt securities		3,523		87		3,610			1,540		(1,272)		268
Loans receivable:
Taxable		5,289		4,333		9,622			6,821		(3,262)		3,559
Paycheck Protection Program - 1st Draw		(4,664)		1,242		(3,422)			(2,247)		2,799		552
Paycheck Protection Program - 2nd Draw		(3,769)		1,619		(2,150)			3,054		0		3,054
Tax-exempt		388		(149)		239			388		(378)		10
Total loans receivable		(2,756)		7,045		4,289			8,016		(841)		7,175
Other earning assets		(2)		13		11			2		(16)		(14)
Total Interest Income		426		7,811		8,237			9,734		(2,238)		7,496
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest checking		109		827		936			233		(284)		(51)
Money market		27		905		932			430		(446)		(16)
Savings		29		(3)		26			43		(42)		1
Time deposits		(318)		524		206			(752)		(1,875)		(2,627)
Total interest-bearing deposits		(153)		2,253		2,100			(46)		(2,647)		(2,693)
Borrowed funds:
Short-term		146		260		406			(191)		(153)		(344)
Long-term - FHLB advances		(38)		535		497			(476)		(416)		(892)
Senior notes, net		181		3		184			293		0		293
Subordinated debt, net		(14)		(216)		(230)			786		(183)		603
Total borrowed funds		275		582		857			412		(752)		(340)
Total Interest Expense		122		2,835		2,957			366		(3,399)		(3,033)
Net Interest Income	$	304	$	4,976	$	5,280		$	9,368	$	1,161	$	10,529

(1) Changes in income on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21%.

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

24

NONINTEREST INCOME

TABLE IV - COMPARISON OF NONINTEREST INCOME

(Dollars in Thousands)	Year Ended
	December 31,					$	%
	2022		2021			Change	Change
Trust revenue	$	6,994	$	7,234	$	(240)	(3.3)	%
Brokerage and insurance revenue		2,291		1,860		431	23.2	%
Service charges on deposit accounts		5,019		4,633		386	8.3	%
Interchange revenue from debit card transactions		4,148		3,855		293	7.6	%
Net gains from sales of loans		757		3,428		(2,671)	(77.9)	%
Loan servicing fees, net		960		694		266	38.3	%
Increase in cash surrender value of life insurance		545		573		(28)	(4.9)	%
Other noninterest income		3,698		3,580		118	3.3	%
Realized gains on available-for-sale debt securities, net		20		24		(4)	(16.7)	%
Total noninterest income	$	24,432	$	25,881	$	(1,449)	(5.6)	%

(Dollars in Thousands)	Year Ended
	December 31,					$	%
	2021		2020			Change	Change
Trust revenue	$	7,234	$	6,321	$	913	14.4	%
Brokerage and insurance revenue		1,860		1,486		374	25.2	%
Service charges on deposit accounts		4,633		4,231		402	9.5	%
Interchange revenue from debit card transactions		3,855		3,094		761	24.6	%
Net gains from sales of loans		3,428		5,403		(1,975)	(36.6)	%
Loan servicing fees, net		694		(61)		755	N/M
Increase in cash surrender value of life insurance		573		515		58	11.3	%
Other noninterest income		3,580		3,355		225	6.7	%
Realized gains on available-for-sale debt securities, net		24		169		(145)	(85.8)	%
Total noninterest income	$	25,881	$	24,513	$	1,368	5.6	%

NONINTEREST EXPENSE

TABLE V - COMPARISON OF NONINTEREST EXPENSE

(Dollars in Thousands)	Year Ended
	December 31,				$		%
	2022		2021		Change		Change
Salaries and employee benefits	$	41,833	$	37,603	$	4,230	11.2	%
Net occupancy and equipment expense		5,533		4,984		549	11.0	%
Data processing and telecommunications expense		6,806		5,903		903	15.3	%
Automated teller machine and interchange expense		1,601		1,433		168	11.7	%
Pennsylvania shares tax		1,956		1,951		5	0.3	%
Professional fees		2,005		2,243		(238)	(10.6)	%
Other noninterest expense		8,221		8,355		(134)	(1.6)	%
Total noninterest expense	$	67,955	$	62,472	$	5,483	8.8	%

25

(Dollars in Thousands)	Year Ended
	December 31,				$		%
	2021		2020		Change		Change
Salaries and employee benefits	$	37,603	$	33,062	$	4,541	13.7	%
Net occupancy and equipment expense		4,984		4,461		523	11.7	%
Data processing and telecommunications expense		5,903		5,316		587	11.0	%
Automated teller machine and interchange expense		1,433		1,231		202	16.4	%
Pennsylvania shares tax		1,951		1,689		262	15.5	%
Professional fees		2,243		1,692		551	32.6	%
Other noninterest expense		8,355		8,158		197	2.4	%
Total noninterest expense, excluding merger-related expenses and loss on prepayment of borrowings		62,472		55,609		6,863	12.3	%
Merger-related expenses		0		7,708		(7,708)	(100.0)	%
Loss on prepayment of borrowings		0		1,636		(1,636)	(100.0)	%
Total noninterest expense	$	62,472	$	64,953	$	(2,481)	(3.8)	%

Additional detailed information concerning fluctuations in the Corporation’s earnings results and other financial information are provided in other sections of Management’s Discussion and Analysis.

INCOME TAXES

The effective income tax rate was 17.7% of pre-tax income in 2022, down from 18.9% in 2021 and up from 17.2% in 2020. The Corporation’s effective tax rates differed from the federal statutory rate of 21% mainly because of the effects of tax-exempt interest income. The lower effective income tax rate in 2022 as compared to 2021 includes the impact of higher tax-exempt interest as a percentage of pre-tax income, a larger permanent difference (deduction) related to restricted stock compensation and the benefit of a $340,000 reduction in expense from the reversal of tax penalties being non-deductible. The higher effective income tax rate in 2021 as compared to 2020 resulted mainly from a reduction in the proportion of tax-exempt interest income to total pre-tax income.

The Corporation recognizes deferred tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At December 31, 2022, the net deferred tax asset was $20,884,000, up from the balance at December 31, 2021 of $5,887,000. The most significant change in temporary difference components was an increase of $14,669,000 in the net deferred tax asset related to the unrealized loss on available-for-sale debt securities resulting from increases in interest rates.

The Corporation regularly reviews deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income, including taxable income in prior carryback years, as well as future taxable income. Further, the value of the benefit from realization of deferred tax assets would be impacted if income tax rates were changed from currently enacted levels.

Management believes the recorded net deferred tax asset at December 31, 2022 is fully realizable; however, if management determines the Corporation will be unable to realize all or part of the net deferred tax asset, the Corporation would adjust the deferred tax asset, which would negatively impact earnings.

Additional information related to income taxes is presented in Note 14 to the consolidated financial statements.

SECURITIES

Management continually evaluates several objectives in determining the size, securities mix and other characteristics of the available-for-sale debt securities (investment) portfolio. Key objectives include supporting liquidity needs, maximizing return on earning assets within reasonable risk parameters and providing a means to hedge the Corporation’s overall asset-sensitive interest rate risk exposure, while maintaining high credit quality.

Table VI shows the composition of the available-for-sale debt securities portfolio at December 31, 2022, 2021 and 2020. The total amortized cost of available-for-sale debt securities increased $50,202,000 to $561,794,000 at December 31, 2022 from $511,592,000 at December 31, 2021. The increase in 2022 followed an increase of $177,040,000 at December 31, 2021 as compared to December 31,

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2020. The increase in the amortized cost basis of the securities portfolio resulted from management’s decision to invest excess funds available from the growth in deposits and net loan repayments throughout most of 2020, 2021 and the first quarter 2022.

At December 31, 2022, the largest categories of securities held as a percentage of total amortized cost, were as follows: (1) tax-exempt and taxable municipal bonds, 38.2%; (2) residential mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies, including pass-through securities and collateralized mortgage obligations, 28.1%; and (3) commercial mortgage-backed securities issued or guaranteed by U.S. Government sponsored agencies, 16.3%.

The composition of the available-for-sale debt securities portfolio at December 31, 2022, December 31, 2021 and December 31, 2020 is as follows:

TABLE VI - INVESTMENT SECURITIES

	2022					2021					2020
	Amortized		Fair			Amortized		Fair			Amortized		Fair
(In Thousands)	Cost		Value			Cost		Value			Cost		Value
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	35,166	$	31,836		$	25,058	$	24,912		$	12,184	$	12,182
Obligations of U.S. Government agencies		25,938		23,430			23,936		24,091			25,349		26,344
Bank holding company debt securities		28,945		25,386			18,000		17,987			0		0
Obligations of states and political subdivisions:
Tax-exempt		146,149		132,623			143,427		148,028			116,427		122,401
Taxable		68,488		56,812			72,182		72,765			45,230		47,452
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		112,782		99,941			98,048		98,181			36,853		38,176
Residential collateralized mortgage obligations		44,868		40,296			44,015		44,247			56,048		57,467
Commercial mortgage-backed securities		91,388		79,686			86,926		87,468			42,461		45,310
Private label commercial mortgage-backed securities		8,070		8,023			0		0			0		0
Total Available-for-Sale Debt Securities	$	561,794	$	498,033		$	511,592	$	517,679		$	334,552	$	349,332
Aggregate Unrealized (Loss) Gain			$	(63,761)				$	6,087				$	14,780
Aggregate Unrealized (Loss) Gain as a % of Amortized Cost				(11.3)	%				1.2	%				4.4	%
Market Yield on 5-Year U.S. Treasury Obligations (a)				3.99	%				1.26	%				0.36	%

(a) Source: Treasury.gov (Daily Treasury Par Yield Curve Rates)

As reflected in the table above, the fair value of available-for-sale securities as of December 31, 2022 was lower than the amortized cost basis by $63,761,000, or 11.3%. In comparison, the aggregate unrealized gain position was $6,087,000 (1.2%) at December 31, 2021 and $14,780,000 (4.4%) at December 31, 2020. The unrealized decrease in fair value of the portfolio in 2022 and in 2021 resulted from an increase in interest rates. As shown above, the market yield on the 5-year U.S. Treasury Note was 2.73% higher at December 31, 2022 in comparison to December 31, 2021, and 3.63% higher than at December 31, 2020.

Management reviewed the Corporation’s holdings as of December 31, 2022 and concluded there were no credit-related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary. In assessing whether there were other-than-temporary impairment losses, management considered (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value, and (4) whether the Corporation intends to sell the security or if it is more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis.

Additional information regarding the potential impact of interest rate changes on all of the Corporation’s financial instruments is provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk.

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The following table presents the contractual maturities and the weighted-average yields (calculated based on amortized cost) of investment securities as of December 31, 2022. Yields on tax-exempt securities are presented on a fully taxable-equivalent basis. For callable securities, yields on securities purchased at a discount are based on yield-to-maturity, while yields on securities purchased at a premium are based on yield to the first call date. Yields on mortgage-backed securities are estimated and include the effects of prepayment assumptions. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.

	Within				One-				Five-				After
	One				Five				Ten				Ten
(Dollars In Thousands)	Year		Yield		Years		Yield		Years		Yield		Years		Yield		Total		Yield
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	1,249	1.30	%	$	24,852	1.23	%	$	9,065	1.42	%	$	0	0.00	%	$	35,166	1.28	%
Obligations of U.S. Government agencies		3,753	0.83	%		7,499	0.65	%		7,501	2.06	%		7,185	3.88	%		25,938	1.98	%
Bank holding company debt securities		0	0.00	%		0	0.00	%		28,945	3.47	%		0	0.00	%		28,945	3.47	%
Obligations of states and political subdivisions:
Tax-exempt		5,063	3.11	%		23,983	2.66	%		28,441	2.85	%		88,662	2.40	%		146,149	2.55	%
Taxable		3,502	2.61	%		18,649	1.74	%		15,071	2.03	%		31,266	2.47	%		68,488	2.18	%
Sub-total	$	13,567	2.18	%	$	74,983	1.75	%	$	89,023	2.70	%	$	127,113	2.50	%	$	304,686	2.36	%
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities																		112,782	1.89	%
Residential collateralized mortgage obligations																		44,868	2.18	%
Commercial mortgage-backed securities																		91,388	2.09	%
Private label commercial mortgage-backed securities																		8,070	5.51	%
Total																	$	561,794	2.17	%

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. As rates increase, cash flows generally decrease as prepayments on the underlying mortgage loans decrease. As rates decrease, cash flows generally increase as prepayments increase due to increased refinance activity and other factors. In the table above, the entire balances and weighted-average rates for mortgage-backed securities and collateralized mortgage obligations are shown in one period.

FINANCIAL CONDITION

This section includes information regarding the Corporation’s lending activities or other significant changes or exposures that are not otherwise addressed in Management’s Discussion and Analysis. Significant changes in the average balances of the Corporation’s earning assets and interest-bearing liabilities are described in the Net Interest Income section of Management’s Discussion and Analysis. Other significant balance sheet items, including securities, the allowance for loan losses and stockholders’ equity, are discussed in separate sections of Management’s Discussion and Analysis. There are no significant concerns that have arisen related to the Corporation’s off-balance sheet loan commitments or outstanding letters of credit at December 31, 2022, and management does not expect the amount of purchases of bank premises and equipment to have a material, detrimental effect on the Corporation’s financial condition in 2023.

Table VII shows the composition of the loan portfolio at year-end from 2018 through 2022. The significant loan growth in 2019 and 2020 reflects the impact of acquisitions. After a reduction in outstanding loans at December 31, 2021 as compared to a year earlier, loan growth was robust in 2022 as the recorded investment in commercial loans was up $133,127,000 (13.6%), and residential mortgage loans were up $39,760,000 (7.0%), from year-end 2021. The volume of residential mortgage loans originated and sold into the secondary market fell significantly in 2022 as higher interest rates dampened market activity. In 2022, a substantial portion of new mortgage loans the Corporation originated were 5/1, 7/1 and 10/1 adjustable rate loans that were retained for investment on the balance sheet. At December 31, 2022, commercial loans represented approximately 64% of the portfolio while residential mortgage loans totaled 35% of the portfolio.

While the Corporation’s lending activities are primarily concentrated in its market areas, a portion of the Corporation’s commercial loan segment consists of participation loans. Participation loans represent portions of larger commercial transactions for which other

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institutions are the “lead banks”. Although not the lead bank, the Corporation conducts detailed underwriting and monitoring of participation loan opportunities. Participation loans are included in the “Commercial and industrial”, “Commercial loans secured by real estate”, “Political subdivisions” and “Other commercial” classes in the loan tables presented in this Form 10-K. Total participation loans outstanding amounted to $44,723,000 at December 31, 2022, down from $54,372,000 at December 31, 2021. As described in more detail in the Provision and Allowance for Loan Losses section of Management’s Discussion and Analysis, the Corporation recorded partial charge-offs totaling $3,942,000 on a commercial real estate secured participation loan with a recorded investment of $2,654,000 at December 31, 2022. At December 31, 2022, the balance of participation loans outstanding includes a total of $13,563,000 to businesses located outside of the Corporation’s market areas. Also, included within participation loans are “leveraged loans,” meaning loans to businesses with minimal tangible book equity and for which the extent of collateral available is limited, though typically at the time of origination the businesses have demonstrated strong cash flow performance in their recent histories. Leveraged participation loans totaled $2,370,000 at December 31, 2022 and $7,469,000 at December 31, 2021.

The Corporation originates and sells residential mortgage loans to the secondary market through the MPF Xtra program administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Xtra program consist primarily of conforming, prime loans sold to the Federal National Mortgage Association (Fannie Mae), a quasi-government entity. The Corporation also originates and sells residential mortgage loans to the secondary market through the MPF Original program, administered by the Federal Home Loan Banks of Pittsburgh and Chicago. Residential mortgages originated and sold through the MPF Original program consist primarily of conforming, prime loans sold to the Federal Home Loan Bank of Pittsburgh. The Corporation also may originate and sell larger-balance, nonconforming mortgages under the MPF Direct Program. The Corporation does not retain servicing rights for loans sold under the MPF Direct Program. Through December 31, 2022, the Corporation’s activity under the MPF Direct Program has been minimal.

For loan sales originated under the MPF programs, the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. Such repurchases or reimbursements generally result from an underwriting or documentation deficiency. At December 31, 2022, the total outstanding balance of loans the Corporation has repurchased as a result of identified instances of noncompliance amounted to $1,515,000, and the corresponding total outstanding balance of repurchased loans at December 31, 2021 was $1,571,000.

At December 31, 2022, outstanding balances of loans sold and serviced through the MPF Xtra and Original programs totaled $325,677,000, including loans sold through the MPF Xtra program of $155,506,000 and loans sold through the Original program of $170,171,000. At December 31, 2021, outstanding balances of loans sold and serviced through the two programs totaled $334,741,000, including loans sold through the MPF Xtra program of $165,668,000 and loans sold through the Original Program of $169,073,000. Based on the fairly limited volume of required repurchases to date, no allowance has been established for representation and warranty exposures as of December 31, 2022 and December 31, 2021.

For loans sold under the Original program, the Corporation provides a credit enhancement whereby the Corporation would assume credit losses in excess of a defined First Loss Account (“FLA”) balance, up to specified amounts. The FLA is funded by the Federal Home Loan Bank of Pittsburgh based on a percentage of the outstanding balance of loans sold. At December 31, 2022, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was $6,392,000, and the Corporation has recorded a related allowance for credit losses in the amount of $425,000 which is included in accrued interest and other liabilities in the accompanying consolidated balance sheets. At December 31, 2021, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was $8,656,000, and the related allowance for credit losses was $635,000. Income related to providing the credit enhancement (included in other noninterest income in the consolidated statements of income) totaled $292,000 in 2022, $348,000 in 2021 and $227,000 in 2020. A credit for losses related to the credit enhancement obligation (included in other noninterest expense in the consolidated statements of income) of $172,000 was recorded in 2022 as compared to a provision for losses of $135,000 in 2021 and $167,000 in 2020. The Corporation does not provide a credit enhancement for loans sold through the Xtra program.

The Corporation is a participating SBA lender. Under the terms of its arrangements with the SBA, the Corporation may originate loans to commercial borrowers, with full-or-partial guarantees by the SBA, subject to the SBA’s underwriting and documentation requirements. Pursuant to an acquisition, the Corporation acquired loans with partial SBA guarantees, or in some cases, loans where the SBA-guaranteed portion of the loans had been sold back to the SBA subject to ongoing compliance with SBA underwriting and documentation requirements. As part of its due diligence, the Corporation reviewed all the purchased loans originated through the

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various SBA loan programs as of July 1, 2020 and recorded an allowance for SBA claim adjustments. Determination of the allowance was subjective in nature and was based on the Corporation’s assessment of the credit quality of the loans and the quality of the documentation supporting compliance with SBA requirements. The Corporation’s total exposure related to SBA guarantees on purchased loans was $4,847,000 at December 31, 2022 and $12,856,000 at December 31, 2021 with an allowance for SBA claim adjustments (included in accrued interest and other liabilities in the consolidated balance sheets) of $90,000 at December 31, 2022 and $457,000 at December 31, 2021. In 2022, the Corporation recorded a reduction in other noninterest expense of $367,000 representing amounts realized on SBA claims in excess of prior estimates, as compared to reductions of $236,000 in 2021 and $70,000 in 2020.

TABLE VII – Five-year Summary of Loans by Type

(Dollars In Thousands)	2022		%	2021		%	2020		%	2019		%	2018		%
Commercial:
Commercial loans secured by real estate	$	682,249	39.2	$	569,840	36.4	$	531,810	32.3	$	301,227	25.5	$	162,611	19.6
Commercial and industrial		178,271	10.2		159,073	10.2		159,577	9.7		126,374	10.7		91,856	11.1
Paycheck Protection Program - 1st Draw		5	0.0		1,356	0.1		132,269	8.0		0	0.0		0	0.0
Paycheck Protection Program - 2nd Draw		163	0.0		25,508	1.6		0	0.0		0	0.0		0	0.0
Political subdivisions		90,719	5.2		81,301	5.2		53,221	3.2		53,570	4.5		53,263	6.4
Commercial construction and land		73,963	4.3		60,579	3.9		42,874	2.6		33,555	2.8		11,962	1.4
Loans secured by farmland		12,950	0.7		11,121	0.7		11,736	0.7		12,251	1.0		7,146	0.9
Multi-family (5 or more) residential		55,886	3.2		50,089	3.2		55,811	3.4		31,070	2.6		7,180	0.9
Agricultural loans		2,435	0.1		2,351	0.2		3,164	0.2		4,319	0.4		5,659	0.7
Other commercial loans		14,857	1.0		17,153	1.0		17,289	1.1		16,535	1.4		13,950	1.7
Total commercial		1,111,498	63.9		978,371	62.5		1,007,751	61.2		578,901	49.0		353,627	42.7
Residential mortgage:
Residential mortgage loans - first liens		509,782	29.3		483,629	30.9		532,947	32.4		510,641	43.2		372,339	45.0
Residential mortgage loans - junior liens		24,949	1.4		23,314	1.5		27,311	1.7		27,503	2.3		25,450	3.1
Home equity lines of credit		43,798	2.5		39,252	2.5		39,301	2.4		33,638	2.8		34,319	4.1
1-4 Family residential construction		30,577	1.8		23,151	1.5		20,613	1.3		14,798	1.3		24,698	3.0
Total residential mortgage		609,106	35.0		569,346	36.4		620,172	37.8		586,580	49.6		456,806	55.2
Consumer		19,436	1.1		17,132	1.1		16,286	1.0		16,741	1.4		17,130	2.1
Total		1,740,040	100.0		1,564,849	100.0		1,644,209	100.0		1,182,222	100.0		827,563	100.0
Less: allowance for loan losses		(16,615)			(13,537)			(11,385)			(9,836)			(9,309)
Loans, net	$	1,723,425		$	1,551,312		$	1,632,824		$	1,172,386		$	818,254

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TABLE VIII – LOAN MATURITY DISTRIBUTION

	As of December 31, 2022
	Fixed-Rate Loans								Variable- or Adjustable-Rate Loans								All Loans
	1 Year		1-5		>5				1 Year		1-5		>5
(In Thousands)	or Less		Years		Years		Total		or Less		Years		Years		Total		Total
Commercial:
Commercial loans secured by real estate	$	40,852	$	150,581	$	108,207	$	299,640	$	139,966	$	231,502	$	11,141	$	382,609	$	682,249
Commercial and industrial		17,765		40,576		10,334		68,675		91,796		17,800		0		109,596		178,271
Paycheck Protection Program - 1st Draw		0		5		0		5		0		0		0		0		5
Paycheck Protection Program - 2nd Draw		0		163		0		163		0		0		0		0		163
Political subdivisions		453		14,372		68,225		83,050		1,099		2,804		3,766		7,669		90,719
Commercial construction and land		1,887		3,412		20,926		26,225		30,122		15,715		1,901		47,738		73,963
Loans secured by farmland		47		1,267		726		2,040		1,612		9,264		34		10,910		12,950
Multi-family (5 or more) residential		1,594		14,367		10,709		26,670		4,382		22,519		2,315		29,216		55,886
Agricultural loans		164		651		0		815		1,056		564		0		1,620		2,435
Other commercial loans		70		1,178		2,332		3,580		8,062		3,215		0		11,277		14,857
Total commercial		62,832		226,572		221,459		510,863		278,095		303,383		19,157		600,635		1,111,498
Residential mortgage:
Residential mortgage loans - first liens		17,378		41,298		165,471		224,147		38,340		116,688		130,607		285,635		509,782
Residential mortgage loans - junior liens		248		2,468		15,936		18,652		2,778		3,351		168		6,297		24,949
Home equity lines of credit		96		0		77		173		43,496		0		129		43,625		43,798
1-4 Family residential construction		0		109		4,373		4,482		12,967		579		12,549		26,095		30,577
Total residential mortgage		17,722		43,875		185,857		247,454		97,581		120,618		143,453		361,652		609,106
Consumer		5,963		9,796		2,786		18,545		891		0		0		891		19,436
Total	$	86,517	$	280,243	$	410,102	$	776,862	$	376,567	$	424,001	$	162,610	$	963,178	$	1,740,040

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The Corporation maintains an allowance for loan losses that represents management’s estimate of the losses inherent in the loan portfolio as of the balance sheet date and recorded as a reduction of the investment in loans. Notes 1 and 8 to the consolidated financial statements provide an overview of the process management uses for evaluating and determining the allowance for loan losses.

While management uses available information to recognize losses on loans, changes in economic conditions may necessitate revisions in future years. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination.

The allowance for loan losses was $16,615,000 at December 31, 2022, up from $13,537,000 at December 31, 2021. Table X shows total specific allowances on impaired loans of $453,000 at December 31, 2022, down from $740,000 at December 31, 2021. Table X also shows the increase in the allowance in 2022 is mainly related to commercial loans, as the collectively evaluated portion of the allowance related to the commercial segment increased to $10,845,000 at December 31, 2022 from $7,553,000 at December 31, 2021. Table X also shows that the allowance has increased at each year-end from 2018 through 2022, reflecting the impact of loan growth and other factors, though the total specific allowance on individually impaired loans has decreased each year.

Table XI shows the allowance for loan losses totaled 0.95% of gross loans outstanding at December 31, 2022, up from 0.87% at December 31, 2021. This ratio declined in 2019 and again in 2020 when loans acquired in business combinations were recorded at their initial fair values, including an estimated adjustment for credit losses, with no allowance initially recorded on those loans. Accordingly, the allowance as a percentage of loans dipped from 1.12% at December 31, 2018 to 0.83% at December 31, 2019 following the Monument acquisition and then to 0.69% at December 31, 2020 following the Covenant acquisition. Table XI also shows that the total of the allowance and the credit adjustment on purchased non-impaired loans, as a percentage of total loans plus the credit adjustment, was 1.06% at December 31, 2022, in line with ratios from the previous years.

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The provision (credit) for loan losses by segment for 2022, 2021 and 2020 is as follows:

(In Thousands)	2022		2021		2020
Commercial	$	7,097	$	3,427	$	3,847
Residential mortgage		(284)		90		27
Consumer		113		58		39
Unallocated		329		86		0
Total	$	7,255	$	3,661	$	3,913

The provision for loan losses is further detailed as follows:

Commercial segment

(In Thousands)	2022		2021		2020
Net change in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	3,805	$	1,419	$	2,215
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		3,180		1,879		432
Changes in historical loss experience factors		1,341		129		831
Changes in qualitative factors		(1,229)		0		369
Total provision for loan losses - Commercial segment	$	7,097	$	3,427	$	3,847

Residential mortgage segment

(In Thousands)	2022		2021		2020
Net change in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	(19)	$	(157)	$	(58)
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		759		348		(240)
Changes in historical loss experience factors		(59)		(56)		(88)
Changes in qualitative factors		(965)		(45)		413
Total (credit) provision for loan losses - Residential mortgage segment	$	(284)	$	90	$	27

Consumer segment

(In Thousands)	2022		2021		2020
Net change in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	104	$	62	$	81
(Decrease) increase in collectively determined portion of the allowance attributable to:
Changes in loan volume		35		14		(30)
Changes in historical loss experience factors		(13)		(23)		(15)
Changes in qualitative factors		(13)		5		3
Total provision for loan losses - Consumer segment	$	113	$	58	$	39

Total – All segments

(In Thousands)	2022		2021		2020
Net change in total specific allowance on impaired loans, adjusted for the effect of net charge-offs	$	3,890	$	1,324	$	2,238
Increase (decrease) in collectively determined portion of the allowance attributable to:
Changes in loan volume		3,974		2,241		162
Changes in historical loss experience factors		1,269		50		728
Changes in qualitative factors		(2,207)		(40)		785
Sub-total		6,926		3,575		3,913
Unallocated		329		86		0
Total provision for loan losses - All segments	$	7,255	$	3,661	$	3,913

In 2022, the provision includes the impact of partial charge-offs totaling $3,942,000 on a commercial real estate secured participation loan to a borrower in the health care industry. The charge-offs resulted from the borrower’s default due to deterioration in financial performance. The recorded investment in the loan at December 31, 2022 (principal balance, net of partial charge-offs) was $2,654,000

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based on a settlement agreement reached with the borrower. At March 7, 2023, after the impact of payments received pursuant to the settlement agreement, the recorded investment in the loan was $474,000. The 2022 provision also includes $1,269,000 related to a net increase in historical loss factors, most of which resulted from the partial charge-offs just described. Further, the 2022 provision includes $3,974,000 attributable to increases in loan volume resulting from significant loan growth, particularly for the commercial segment, as well as an increase in the collectively determined portion of the allowance related to management’s updated assessment of purchased performing loans. In 2022, changes in qualitative factors resulted in a reduction in the provision of $2,207,000, including reductions of $1,229,000 related to the commercial segment and $965,000 related to the residential mortgage segment. The reduction in the provision from changes in qualitative factors reflects management’s assessment that despite concerns that have arisen related to a limited number of commercial loans, the overall credit quality of the portfolio has been improving over the past several quarters.

In the tables immediately above, the portion of the net change in the collectively determined allowance attributable to loan growth was determined by applying the historical loss experience and qualitative factors used in the allowance calculation at the end of the preceding period to the net increase or reduction in loans outstanding (excluding loans specifically evaluated for impairment) for the period.

The effect on the provision of changes in historical loss experience and qualitative factors, as shown in the tables above, was determined by: (1) calculating the net change in each factor used in determining the allowance at the end of the period as compared to the preceding period, and (2) applying the net change in each factor to the outstanding balance of loans at the end of the preceding period (excluding loans specifically evaluated for impairment).

In 2022, net charge-offs were $4,177,000, including recoveries of $68,000 and charge-offs of $4,245,000. Table XII shows the average rate of net charge-offs as a percentage of loans was 0.26% in 2022, up from the annual average rates for the previous 4 years ranging from a high of 0.16% in 2020 to a low of 0.02% in 2018 and the 5-year average of 0.13%.

Table XI presents information related to past due and impaired loans, and loans that have been modified under terms that are considered TDRs. At December 31, 2022, impaired loans totaled $19,358,000, up from $15,734,000 at December 31, 2021. Similarly, total nonperforming loans of $25,322,000 at December 31, 2022 was up from $21,218,000 at December 31, 2021. At December 31, 2022, advances to a commercial borrower under lines of credit totaling $10,799,000 were classified as impaired and nonaccrual. Based on an estimate of the liquidation value of business assets that collateralize the lines of credit, there was no specific allowance recorded on these advances at December 31, 2022. Total nonperforming loans as a percentage of outstanding loans was 1.46% at December 31, 2022, up from 1.36% at December 31, 2021, and nonperforming assets as a percentage of total assets was 1.04% at December 31, 2022, up from 0.94% at December 31, 2021. Table XI presents data at the end of each of the years ended December 31, 2018 through 2022. Table XI shows that the year-end ratio of total nonperforming loans as a percentage of loans ranged from a low of 0.88% in 2019 to a high of 1.94% in 2018 and the ratio of total nonperforming assets as a percentage of assets ranged from a low of 0.80% in 2019 to a high of 1.37% in 2018.

Over the period 2018-2022, each period includes a few large commercial relationships that have required significant monitoring and workout efforts. As a result, a limited number of relationships may significantly impact the total amount of allowance required on impaired loans, and may significantly impact the provision for loan losses and the amount of total charge-offs reported in any one period.

Management believes it has been conservative in its decisions concerning identification of impaired loans, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the allowances calculated as of December 31, 2022.

Tables IX through XII present historical data related to loans and the allowance for loan losses.

As described in Note 2 to the consolidated financial statements, effective January 1, 2023, the Corporation is adopting the required change in accounting for credit losses on loans receivable from an incurred loss methodology to an expected credit loss methodology commonly referred to as CECL. The allowance for credit losses will be based on the Corporation’s historical loss experience, borrower characteristics, forecasts of future economic conditions and other relevant factors. The Corporation will also apply qualitative factors to account for information that may not be reflected in quantitatively derived results or other relevant factors to ensure the allowance reflects management’s best estimate of current expected credit losses.

The Corporation is adopting CECL on January 1, 2023 using the modified retrospective approach.  Based on implementation efforts to date, management estimates CECL adoption will result in a reduction in retained earnings estimated at $1,000,000 to $3,000,000, net of

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tax. Management estimates CECL adoption will result in an increase in the allowance for credit losses of $2,000,000 to $4,000,000 over the balance in the allowance for loan losses of $16,615,000 at December 31, 2022.

The Corporation is in the process of finalizing its expected credit loss estimates and the operational and control structure supporting the process.

TABLE IX - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

(Dollars In Thousands)	Years Ended December 31,
	2022			2021			2020			2019			2018
Balance, beginning of year	$	13,537		$	11,385		$	9,836		$	9,309		$	8,856
Charge-offs:
Commercial		(4,092)			(1,464)			(2,343)			(6)			(165)
Residential mortgage		0			(11)			0			(190)			(158)
Consumer		(153)			(100)			(122)			(183)			(174)
Total charge-offs		(4,245)			(1,575)			(2,465)			(379)			(497)
Recoveries:
Commercial		0			22			16			6			317
Residential mortgage		19			6			44			12			8
Consumer		49			38			41			39			41
Total recoveries		68			66			101			57			366
Net charge-offs		(4,177)			(1,509)			(2,364)			(322)			(131)
Provision for loan losses		7,255			3,661			3,913			849			584
Balance, end of period	$	16,615		$	13,537		$	11,385		$	9,836		$	9,309
Net charge-offs as a % of average loans		0.26	%		0.09	%		0.16	%		0.03	%		0.02	%

TABLE X - COMPONENTS OF THE ALLOWANCE FOR LOAN LOSSES

(In Thousands)	As of December 31,
	2022		2021		2020		2019		2018
ASC 310 - Impaired loans - individually evaluated	$	453	$	740	$	925	$	1,051	$	1,605
ASC 450 - Collectively evaluated:
Commercial		10,845		7,553		5,545		3,913		3,102
Residential mortgage		4,073		4,338		4,091		4,006		3,870
Consumer		244		235		239		281		233
Unallocated		1,000		671		585		585		499
Total Allowance	$	16,615	$	13,537	$	11,385	$	9,836	$	9,309

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TABLE XI - PAST DUE AND IMPAIRED LOANS, NONPERFORMING ASSETS AND TROUBLED DEBT RESTRUCTURINGS (TDRs)

(Dollars In Thousands)	As of December 31,
	2022			2021			2020			2019			2018
Impaired loans with a valuation allowance	$	3,460		$	6,540		$	8,082		$	3,375		$	4,851
Impaired loans without a valuation allowance		14,871			2,636			2,895			1,670			4,923
Purchased credit impaired loans		1,027			6,558			6,841			441			0
Total impaired loans	$	19,358		$	15,734		$	17,818		$	5,486		$	9,774
Total loans past due 30-89 days and still accruing	$	7,079		$	5,106		$	5,918		$	8,889		$	7,142
Nonperforming assets:
Purchased credit impaired loans	$	1,027		$	6,558		$	6,841		$	441		$	0
Other nonaccrual loans		22,058			12,441			14,575			8,777			13,113
Total nonaccrual loans		23,085			18,999			21,416			9,218			13,113
Total loans past due 90 days or more and still accruing		2,237			2,219			1,975			1,207			2,906
Total nonperforming loans		25,322			21,218			23,391			10,425			16,019
Foreclosed assets held for sale (real estate)		275			684			1,338			2,886			1,703
Total nonperforming assets	$	25,597		$	21,902		$	24,729		$	13,311		$	17,722
Loans subject to troubled debt restructurings (TDRs):
Performing	$	571		$	288		$	166		$	889		$	655
Nonperforming		3,856			5,517			7,285			1,737			2,884
Total TDRs	$	4,427		$	5,805		$	7,451		$	2,626		$	3,539
Total nonperforming loans as a % of loans		1.46	%		1.36	%		1.42	%		0.88	%		1.94	%
Total nonperforming assets as a % of assets		1.04	%		0.94	%		1.10	%		0.80	%		1.37	%
Allowance for loan losses as a % of total loans		0.95	%		0.87	%		0.69	%		0.83	%		1.12	%
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (a)		1.06	%		1.08	%		1.05	%		0.93	%		1.12	%
Allowance for loan losses as a % of nonperforming loans		65.61	%		63.80	%		48.67	%		94.35	%		58.11	%
(a) Credit adjustment on purchased non-impaired loans at end of period	$	1,840		$	3,335		$	5,979		$	1,216		$	0
Allowance for loan losses		16,615			13,537			11,385			9,836			9,309
Total credit adjustment on purchased non-impaired loans at end of period and allowance for loan losses (1)	$	18,455		$	16,872		$	17,364		$	11,052		$	9,309
Total loans receivable	$	1,740,040		$	1,564,849		$	1,644,209		$	1,182,222		$	827,563
Credit adjustment on purchased non-impaired loans at end of period		1,840			3,335			5,979			1,216			0
Total (2)	$	1,741,880		$	1,568,184		$	1,650,188		$	1,183,438		$	827,563
Credit adjustment on purchased non-impaired loans and allowance for loan losses as a % of total loans and the credit adjustment (1)/(2)		1.06	%		1.08	%		1.05	%		0.93	%		1.12	%

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TABLE XII – FIVE-YEAR HISTORY OF LOAN LOSSES

(Dollars In Thousands)	2022			2021			2020			2019			2018			Average
Average gross loans	$	1,628,094		$	1,596,756		$	1,445,098		$	1,057,559		$	822,346		$	1,309,971
Year-end gross loans		1,740,040			1,564,849			1,644,209			1,182,222			827,563		$	1,391,777
Year-end allowance for loan losses		16,615			13,537			11,385			9,836			9,309		$	12,136
Year-end nonaccrual loans		23,085			18,999			21,416			9,218			13,113		$	17,166
Year-end loans 90 days or more past due and still accruing		2,237			2,219			1,975			1,207			2,906			2,109
Net charge-offs		4,177			1,509			2,364			322			131			1,701
Provision for loan losses		7,255			3,661			3,913			849			584			3,252
Earnings coverage of charge-offs		8	x		26	x		10	x		76	x		210	x		17	x
Allowance coverage of charge-offs		4	x		9	x		5	x		31	x		71	x		7	x
Net charge-offs as a % of provision for loan losses		57.57	%		41.22	%		60.41	%		37.93	%		22.43	%		52.31	%
Net charge-offs as a % of average gross loans		0.26	%		0.09	%		0.16	%		0.03	%		0.02	%		0.13	%
Income before income taxes on a fully taxable equivalent basis		33,576			38,822			24,192			24,453			27,564			29,721

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Corporation’s significant fixed and determinable contractual obligations as of December 31, 2022 include repayment obligations related to time deposits and borrowed funds. Information related to maturities of time deposits is provided in Note 11 to the consolidated financial statements. Information related to maturities of borrowed funds is provided in Note 12 to the consolidated financial statements. The Corporation’s operating lease commitments with terms of one year or less and other commitments at December 31, 2022 are immaterial. Information concerning operating lease commitments with terms greater than one year is provided in Note 17 to the consolidated financial statements. The Corporation’s significant off-balance sheet arrangements include commitments to extend credit and standby letters of credit. Off-balance sheet arrangements are described in Note 16 to the consolidated financial statements.

As described in more detail in the Financial Condition section of Management’s Discussion and Analysis, the Corporation sells residential mortgage loans for which the Corporation provides customary representations and warranties to investors that specify, among other things, that the loans have been underwritten to the standards established by the investor. The Corporation may be required to repurchase a loan and reimburse a portion of fees received or reimburse the investor for a credit loss incurred on a loan, if it is determined that the representations and warranties have not been met. At December 31, 2022, outstanding balances of such loans sold totaled $325,677,000.

Also, for loans sold under the MPF Original program, the Corporation provides a credit enhancement. At December 31, 2022, the Corporation’s maximum credit enhancement obligation under the MPF Original Program was $6,392,000, and the Corporation has recorded a related allowance for credit losses in the amount of $425,000 which is included in “Accrued interest and other liabilities” in the accompanying consolidated balance sheets.

As discussed in the Financial Condition section of Management’s Discussion and Analysis, the Corporation is a participating SBA lender and may originate loans to commercial borrowers, with full-or-partial guarantees by the SBA, subject to the SBA’s underwriting and documentation requirements. In some cases, the Corporation may sell the SBA-guaranteed portion of the loan back to the SBA subject to ongoing compliance with SBA underwriting and documentation requirements. If it is determined that the ongoing compliance requirements are not met, the Corporation could be subject to claim adjustments on SBA guaranteed loans. At December 31, 2022, the Corporation’s total exposure to SBA guarantees was $4,847,000 with a recorded claims adjustment allowance of $90,000, included in accrued interest and other liabilities in the consolidated balance sheets.

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LIQUIDITY

Liquidity is the ability to quickly raise cash at a reasonable cost. An adequate liquidity position permits the Corporation to pay creditors, compensate for unforeseen deposit fluctuations and fund unexpected loan demand. At December 31, 2022, the Corporation maintained overnight interest-bearing deposits with the Federal Reserve Bank of Philadelphia and other correspondent banks totaling $21,887,000.

The Corporation maintains overnight borrowing facilities with several correspondent banks that provide a source of day-to-day liquidity. Also, the Corporation maintains borrowing facilities with the Federal Home Loan Bank of Pittsburgh, secured by various mortgage loans.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. Management intends to use this line of credit as a contingency funding source. As collateral for the line, the Corporation has pledged available-for-sale securities with a carrying value of $24,113,000 at December 31, 2022.

The Corporation’s outstanding, available, and total credit facilities at December 31, 2022 and 2021 are as follows:

	Outstanding				Available				Total Credit
(In Thousands)	December 31,		December 31,		December 31,		December 31,		December 31,		December 31,
	2022		2021		2022		2021		2022		2021
Federal Home Loan Bank of Pittsburgh	$	150,099	$	33,311	$	689,279	$	723,557	$	839,378	$	756,868
Federal Reserve Bank Discount Window		0		0		23,107		13,642		23,107		13,642
Other correspondent banks		0		0		95,000		45,000		95,000		45,000
Total credit facilities	$	150,099	$	33,311	$	807,386	$	782,199	$	957,485	$	815,510

At December 31, 2022, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of overnight borrowing of $77,000,000, long-term borrowings of $62,272,000 and letters of credit totaling $10,827,000. At December 31, 2021, the Corporation’s outstanding credit facilities with the Federal Home Loan Bank of Pittsburgh consisted of long-term borrowings of $27,727,000 and letters of credit totaling $5,584,000.

Additionally, the Corporation uses “RepoSweep” arrangements to borrow funds from commercial banking customers on an overnight basis. If required to raise cash in an emergency situation, the Corporation could sell available-for-sale debt securities to meet its obligations. At December 31, 2022, the carrying value of available-for-sale debt securities in excess of amounts required to meet pledging or repurchase agreement obligations was $272,475,000.

Management believes the Corporation is well-positioned to meet its short-term and long-term obligations.

STOCKHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Details concerning capital ratios at December 31, 2022 and December 31, 2021 are presented in Note 18 to the consolidated financial statements. Management believes, as of December 31, 2022, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows the Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, the Corporation’s and C&N Bank’s capital ratios at December 31, 2022 and December 31, 2021 exceed the Corporation’s Board policy threshold levels. Management expects C&N Bank to maintain capital levels that exceed the regulatory standards for well-capitalized institutions for the next 12 months and for the foreseeable future.

Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, the Corporation and C&N Bank are subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. These restrictions are described in Note 18 to the consolidated financial statements. Further, although the Corporation is no longer subject to the specific consolidated capital requirements described herein, the Corporation’s ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if the Corporation fails to hold sufficient capital commensurate with its overall risk profile.

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To avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At December 31, 2022, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:

Minimum common equity tier 1 capital ratio	4.5	%
Minimum common equity tier 1 capital ratio plus capital conservation buffer	7.0	%
Minimum tier 1 capital ratio	6.0	%
Minimum tier 1 capital ratio plus capital conservation buffer	8.5	%
Minimum total capital ratio	8.0	%
Minimum total capital ratio plus capital conservation buffer	10.5	%

A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. Also, a banking organization is prohibited from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:

Capital Conservation Buffer	Maximum Payout
(as a % of risk-weighted assets)	(as a % of eligible retained income)
Greater than 2.5%	No payout limitation applies
≤2.5% and >1.875%	60	%
≤1.875% and >1.25%	40	%
≤1.25% and >0.625%	20	%
≤0.625%	0	%

At December 31, 2022, C&N Bank’s Capital Conservation Buffer (determined based on the minimum total capital ratio) was 6.68%.

As described in Note 2 to the consolidated financial statements, the Corporation is adopting CECL on January 1, 2023 using the modified retrospective approach.  Based on implementation efforts to date, management estimates CECL adoption will result in a reduction in retained earnings estimated at $1,000,000 to $3,000,000, net of tax. Management estimates CECL adoption will result in an increase in the allowance for credit losses of $2,000,000 to $4,000,000 over the balance in the allowance for loan losses of $16,615,000 at December 31, 2022.

Banking regulators permit transitional relief of incremental capital requirements from CECL adoption by utilizing a 3-year optional phase-in. Management does not expect to utilize the phased-in approach and expects to record the entire cumulative effect adjustment against regulatory capital at the time of adoption.

The Corporation’s total stockholders’ equity is affected by fluctuations in the fair values of available-for-sale debt securities. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive (loss) income within stockholders’ equity. Accumulated other comprehensive (loss) income is excluded from the Bank’s and Corporation’s regulatory capital ratios. The balance in accumulated other comprehensive loss related to unrealized losses on available-for-sale debt securities, net of deferred income tax, amounted to $50,370,000 at December 31, 2022 as compared to the balance in accumulated other comprehensive income related to unrealized gains on available-for-sale debt securities, net of deferred income tax of $4,809,000 at December 31, 2021 and $11,676,000 at December 31, 2020. The decrease in stockholders’ equity in 2022 from the change in accumulated other comprehensive (loss) income resulted from an increase in interest rates. Changes in accumulated other comprehensive (loss) income are excluded from earnings and directly increase or decrease stockholders’ equity. If available-for-sale debt securities are deemed to be other-than-temporarily impaired, unrealized losses are recorded as a charge against earnings, and amortized cost for the affected securities is reduced. The securities section of Management’s Discussion and Analysis and Note 7 to the consolidated financial statements provide additional information concerning management’s evaluation of available-for-sale debt securities for other-than-temporary impairment at December 31, 2022.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices of the Corporation’s financial instruments. In addition to the effects of interest rates, the market prices of the Corporation’s available-for-sale debt securities are affected by fluctuations in the risk premiums (amounts of spread over risk-free rates) demanded by investors. Management attempts to limit the risk that economic conditions would force the Corporation to sell securities for realized losses by maintaining a strong capital position (discussed in the “Stockholders’ Equity and Capital Adequacy” section of Management’s Discussion and Analysis) and ample sources of liquidity (discussed in the “Liquidity” section of Management’s Discussion and Analysis).

The Corporation’s major category of market risk, interest rate risk, is discussed in the following section.

INTEREST RATE RISK

The Corporation uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the economic value of equity. For purposes of these calculations, the economic value of equity includes the discounted present values of financial instruments, such as securities, loans, deposits and borrowed funds, and the book values of nonfinancial assets and liabilities, such as premises and equipment and accrued expenses. The model measures and projects the amount of potential changes in net interest income, and calculates the discounted present value of anticipated cash flows of financial instruments, assuming an immediate increase or decrease in interest rates. Management ordinarily runs a variety of scenarios within a range of plus or minus 100-400 basis points of current rates.

The projected results based on the model includes the impact of estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage-backed securities and call activity on other investment securities. Further, the projected results are impacted by assumptions regarding the run-off and the extent of sensitivity to interest rate changes of deposits with no stated maturity (checking, savings and money market accounts). Actual results could vary significantly from these estimates, which could result in significant differences in the calculations of projected changes in net interest income and economic value of equity. Also, the model does not make estimates related to changes in the composition of the deposit portfolio that could occur due to rate competition, and the table does not necessarily reflect changes that management would make to realign the portfolio as a result of changes in interest rates.

The Corporation’s Board of Directors has established policy guidelines for acceptable levels of interest rate risk, based on an immediate increase or decrease in interest rates. The policy limits acceptable fluctuations in net interest income from the baseline (flat rates) one-year scenario and variances in the economic value of equity from the baseline values based on current rates.

Table XIII, which follows this discussion, is based on the results of calculations performed using the simulation model as of December 31, 2022 and December 31, 2021. The table shows the Corporation’s net interest income profile is asset-sensitive, meaning net interest income increases in the upward rate scenarios and decreases in the downward rate scenarios. The table also shows that as of the respective dates, the changes in net interest income and changes in economic value were within the policy limits in all scenarios.

Under U.S. generally accepted accounting principles, available-for-sale debt securities are carried at fair value as of each balance sheet date. The difference between amortized cost and fair value of available-for-sale debt securities, net of deferred income tax, is included in accumulated other comprehensive income (loss) within stockholders’ equity. Increases in interest rates have caused the fair value of the Corporation’s available-for-sale debt securities to decrease, resulting in an accumulated other comprehensive loss of $50.4 million at December 31, 2022. In contrast, most of the Corporation’s other financial instruments, including loans receivable (held for investment), deposits and borrowed funds are carried on the balance sheet at historical cost without adjustment for the impact of changes in interest rates.

As noted above, for purposes of calculations based on the simulation model, the discounted present values of all of the Corporation’s financial instruments are estimated for each interest rate shock scenario. As shown in Table XIII, the results of the simulation model indicate the economic value of equity would increase by 1.1% or less in all upward rate shock scenarios except for the +200 basis point scenario for which it would decrease by 0.1%. The economic value of equity would decrease in the downward rate shock scenarios. In

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the upward rate shock scenarios, although the value of securities and fixed rate loans would decline, the magnitude of the projected economic benefit from changes in the value of deposits would approximately offset the negative impact related to securities and loans. Conversely, in the downward rate shock scenarios, the magnitude of the negative impact to the value of nonmaturity deposits would exceed the amount of appreciation in the value of securities and loans.

TABLE XIII – THE EFFECT OF HYPOTHETICAL CHANGES IN INTEREST RATES

December 31, 2022 Data
(In Thousands)	Period Ending December 31, 2023
Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	131,145	$	34,767		$	96,378		8.9	%	25.0	%
+300		125,127		30,816			94,311		6.6	%	20.0	%
+200		119,561		26,864			92,697		4.8	%	15.0	%
+100		113,703		22,912			90,791		2.6	%	10.0	%
0		107,451		18,961			88,490		0.0	%	0.0	%
-100		101,048		15,516			85,532		(3.3)	%	10.0	%
-200		94,854		13,240			81,614		(7.8)	%	15.0	%
	Economic Value of Equity at December 31, 2022
		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	498,368		0.3	%		50.0	%
+300		496,186		(0.1)	%		45.0	%
+200		501,422		1.0	%		35.0	%
+100		501,991		1.1	%		25.0	%
0		496,650		0.0	%		0.0	%
-100		485,332		(2.3)	%		25.0	%
-200		468,195		(5.7)	%		35.0	%

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December 31, 2021 Data
(In Thousands)	Period Ending December 31, 2022
Basis Point		Interest		Interest			Net Interest		NII		NII
Change in Rates		Income		Expense			Income (NII)		% Change		Risk Limit
+400	$	98,839	$	18,142		$	80,697		19.1	%	25.0	%
+300		92,438		15,061			77,377		14.2	%	20.0	%
+200		86,112		11,981			74,131		9.4	%	15.0	%
+100		79,740		8,900			70,840		4.5	%	10.0	%
0		73,536		5,760			67,776		0.0	%	0.0	%
-100		70,118		4,820			65,298		(3.7)	%	10.0	%
-200		68,824		4,503			64,321		(5.1)	%	15.0	%
	Economic Value of Equity at December 31, 2021
		Present		Present			Present
Basis Point		Value		Value			Value
Change in Rates		Equity		% Change			Risk Limit
+400	$	471,951		14.1	%		50.0	%
+300		459,810		11.1	%		45.0	%
+200		447,354		8.1	%		35.0	%
+100		431,856		4.4	%		25.0	%
0		413,767		0.0	%		0.0	%
-100		388,721		(6.1)	%		25.0	%
-200		365,331		(11.7)	%		35.0	%

41

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS

	December 31,		December 31,
(In Thousands, Except Share and Per Share Data)	2022		2021
ASSETS
Cash and due from banks:
Noninterest-bearing	$	25,811	$	16,729
Interest-bearing		29,237		88,219
Total cash and due from banks		55,048		104,948
Available-for-sale debt securities, at fair value		498,033		517,679
Loans receivable		1,740,040		1,564,849
Allowance for loan losses		(16,615)		(13,537)
Loans, net		1,723,425		1,551,312
Bank-owned life insurance		31,214		30,669
Accrued interest receivable		8,653		7,235
Bank premises and equipment, net		21,574		20,683
Foreclosed assets held for sale		275		684
Deferred tax asset, net		20,884		5,887
Goodwill		52,505		52,505
Core deposit intangibles, net		2,877		3,316
Other assets		39,819		32,730
TOTAL ASSETS	$	2,454,307	$	2,327,648
LIABILITIES
Deposits:
Noninterest-bearing	$	563,843	$	521,206
Interest-bearing		1,433,750		1,403,854
Total deposits		1,997,593		1,925,060
Short-term borrowings		80,062		1,803
Long-term borrowings - FHLB advances		62,347		28,042
Senior notes, net		14,765		14,701
Subordinated debt, net		24,607		33,009
Accrued interest and other liabilities		25,608		23,628
TOTAL LIABILITIES		2,204,982		2,026,243
STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value; authorized 30,000 shares; $1,000 liquidation
preference per share; no shares issued		0		0
Common stock, par value $1.00 per share; authorized 30,000,000 shares;
issued 16,030,172 and outstanding 15,518,819 at December 31, 2022;
issued 16,030,172 and outstanding 15,759,090 at December 31, 2021		16,030		16,030
Paid-in capital		143,950		144,453
Retained earnings		151,743		142,612
Treasury stock, at cost; 511,353 shares at December 31, 2022 and 271,082
shares at December 31, 2021		(12,520)		(6,716)
Accumulated other comprehensive (loss) income		(49,878)		5,026
TOTAL STOCKHOLDERS' EQUITY		249,325		301,405
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	2,454,307	$	2,327,648

The accompanying notes are an integral part of the consolidated financial statements.

42

Consolidated Statements of Income

	Years Ended December 31,
(In Thousands Except Per Share Data)	2022		2021		2020
INTEREST INCOME
Interest and fees on loans:
Taxable	$	78,599	$	74,549	$	67,384
Tax-exempt		1,965		1,770		1,768
Income from available-for-sale debt securities:
Taxable		8,360		5,114		5,534
Tax-exempt		3,001		2,684		2,143
Other interest and dividend income		722		384		331
Total interest and dividend income		92,647		84,501		77,160
INTEREST EXPENSE
Interest on deposits		6,638		4,538		7,231
Interest on short-term borrowings		429		23		367
Interest on long-term borrowings - FHLB advances		896		399		1,291
Interest on senior notes, net		477		293		0
Interest on subordinated debt, net		1,079		1,309		706
Total interest expense		9,519		6,562		9,595
Net interest income		83,128		77,939		67,565
Provision for loan losses		7,255		3,661		3,913
Net interest income after provision for loan losses		75,873		74,278		63,652
NONINTEREST INCOME
Trust revenue		6,994		7,234		6,321
Brokerage and insurance revenue		2,291		1,860		1,486
Service charges on deposit accounts		5,019		4,633		4,231
Interchange revenue from debit card transactions		4,148		3,855		3,094
Net gains from sale of loans		757		3,428		5,403
Loan servicing fees, net		960		694		(61)
Increase in cash surrender value of life insurance		545		573		515
Other noninterest income		3,698		3,580		3,355
Realized gains on available-for-sale debt securities, net		20		24		169
Total noninterest income		24,432		25,881		24,513
NONINTEREST EXPENSE
Salaries and employee benefits		41,833		37,603		33,062
Net occupancy and equipment expense		5,533		4,984		4,461
Data processing and telecommunications expense		6,806		5,903		5,316
Automated teller machine and interchange expense		1,601		1,433		1,231
Pennsylvania shares tax		1,956		1,951		1,689
Professional fees		2,005		2,243		1,692
Loss on prepayment of borrowings		0		0		1,636
Merger-related expenses		0		0		7,708
Other noninterest expense		8,221		8,355		8,158
Total noninterest expense		67,955		62,472		64,953
Income before income tax provision		32,350		37,687		23,212
Income tax provision		5,732		7,133		3,990
NET INCOME	$	26,618	$	30,554	$	19,222
EARNINGS PER COMMON SHARE - BASIC	$	1.71	$	1.92	$	1.30
EARNINGS PER COMMON SHARE - DILUTED	$	1.71	$	1.92	$	1.30

The accompanying notes are an integral part of consolidated financial statements.

43

Consolidated Statements of Comprehensive (Loss) Income

	Years Ended December 31,
(In Thousands)	2022		2021		2020
Net income	$	26,618	$	30,554	$	19,222
Available-for-sale debt securities:
Unrealized holding (losses) gains on available-for-sale debt securities		(69,828)		(8,669)		10,504
Reclassification adjustment for gains realized in income		(20)		(24)		(169)
Other comprehensive (loss) income on available-for-sale debt securities		(69,848)		(8,693)		10,335
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		389		140		(49)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(42)		(17)		(29)
Other comprehensive income (loss) on pension and postretirement obligations		347		123		(78)
Other comprehensive (loss) income before income tax		(69,501)		(8,570)		10,257
Income tax related to other comprehensive loss (income)		14,597		1,801		(2,153)
Net other comprehensive (loss) income		(54,904)		(6,769)		8,104
						���
Comprehensive (loss) income	$	(28,286)	$	23,785	$	27,326

The accompanying notes are an integral part of the consolidated financial statements.

44

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data)

									Accumulated
									Other
	Common	Treasury	Common		Paid-in		Retained		Comprehensive		Treasury
	Shares	Shares	Stock		Capital		Earnings		Income (Loss)		Stock		Total
Balance, January 1, 2020	13,934,996	218,551	$	13,935	$	104,519	$	126,480	$	3,691	$	(4,173)	$	244,452
Net income								19,222						19,222
Other comprehensive income, net										8,104				8,104
Cash dividends declared on common stock, $1.08 per share								(15,999)						(15,999)
Shares issued for dividend reinvestment plan		(77,525)				34						1,496		1,530
Shares issued from treasury and redeemed related to exercise of stock options		(10,407)				(70)						201		131
Restricted stock granted		(70,940)				(1,370)						1,370		0
Forfeiture of restricted stock		5,290				100						(100)		0
Stock-based compensation expense						1,050								1,050
Purchase of restricted stock for tax withholding		5,862										(163)		(163)
Shares issued for acquisition of Covenant Financial, Inc., net of equity issuance costs	2,047,819			2,048		39,381								41,429
Balance, December 31, 2020	15,982,815	70,831		15,983		143,644		129,703		11,795		(1,369)		299,756
Net income								30,554						30,554
Other comprehensive loss, net										(6,769)				(6,769)
Cash dividends declared on common stock, $1.11 per share								(17,645)						(17,645)
Shares issued for dividend reinvestment plan	36,368	(31,877)		36		845						788		1,669
Shares issued from treasury and redeemed related to exercise of stock options		(13,169)				(33)						245		212
Restricted stock granted	10,989	(67,402)		11		(1,319)						1,308		0
Forfeiture of restricted stock		5,290				102						(102)		0
Stock-based compensation expense						1,214								1,214
Purchase of restricted stock for tax withholding		8,350										(174)		(174)
Treasury stock purchases		299,059										(7,412)		(7,412)
Balance, December 31, 2021	16,030,172	271,082		16,030		144,453		142,612		5,026		(6,716)		301,405
Net income								26,618						26,618
Other comprehensive loss, net										(54,904)				(54,904)
Cash dividends declared on common stock, $1.12 per share								(17,487)						(17,487)
Shares issued for dividend reinvestment plan		(65,470)				8						1,614		1,622
Shares issued from treasury and redeemed related to exercise of stock options		(9,178)				(67)						227		160
Restricted stock granted		(78,243)				(1,932)						1,932		0
Forfeiture of restricted stock		10,782				228						(228)		0
Stock-based compensation expense						1,260								1,260
Purchase of restricted stock for tax withholding		6,964										(175)		(175)
Treasury stock purchases		375,416										(9,174)		(9,174)
Balance, December 31, 2022	16,030,172	511,353	$	16,030	$	143,950	$	151,743	$	(49,878)	$	(12,520)	$	249,325

The accompanying notes are an integral part of the consolidated financial statements.

45

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
(In Thousands)	2022		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	26,618	$	30,554	$	19,222
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		7,255		3,661		3,913
Loss on prepayment of borrowings		0		0		1,636
Realized gains on available-for-sale debt securities, net		(20)		(24)		(169)
Net amortization of securities		2,760		2,204		1,570
Increase in cash surrender value of life insurance		(545)		(573)		(515)
Depreciation and amortization of bank premises and equipment		2,389		2,130		1,981
Net accretion of purchase accounting adjustments		(1,181)		(2,124)		(2,524)
Stock-based compensation		1,260		1,214		1,050
Deferred income taxes		(400)		(1,381)		(361)
(Increase) decrease in fair value of servicing rights		(126)		68		576
Gains on sales of loans, net		(757)		(3,428)		(5,403)
Origination of loans held for sale		(26,231)		(105,523)		(158,909)
Proceeds from sales of loans held for sale		27,636		107,797		163,149
(Increase) decrease in accrued interest receivable and other assets		(3,532)		186		(2,645)
(Decrease) increase in accrued interest payable and other liabilities		(589)		210		2,473
Other		62		(127)		(260)
Net Cash Provided by Operating Activities		34,599		34,844		24,784
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash and cash equivalents provided by business combination		0		0		75,955
Purchase of certificates of deposit		(250)		(4,500)		(2,500)
Proceeds from maturities of certificates of deposit		2,000		1,240		740
Proceeds from sales of available-for-sale debt securities		4,100		2,027		28,941
Proceeds from calls and maturities of available-for-sale debt securities		58,673		61,684		94,486
Purchase of available-for-sale debt securities		(113,715)		(243,925)		(105,354)
Redemption of Federal Home Loan Bank of Pittsburgh stock		11,604		2,517		8,496
Purchase of Federal Home Loan Bank of Pittsburgh stock		(16,459)		(2,110)		(5,146)
Net (increase) decrease in loans		(178,203)		78,746		1,564
Proceeds from bank owned life insurance		0		287		0
Proceeds from sales of premises and equipment		0		627		0
Purchase of premises and equipment		(3,288)		(1,864)		(3,137)
Proceeds from sale of foreclosed assets		647		1,148		2,262
Other		203		228		273
Net Cash (Used in) Provided by Investing Activities		(234,688)		(103,895)		96,580
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		72,689		105,381		86,941
Net increase (decrease) in short-term borrowings		78,259		(18,154)		(99,969)
Proceeds from long-term borrowings - FHLB advances		50,000		0		25,891
Repayments of long-term borrowings - FHLB advances		(15,455)		(26,095)		(54,831)
Proceeds from issuance of senior notes, net of issuance costs		0		14,663		0
Proceeds from issuance of subordinated debt, net of issuance costs		0		24,437		0
Redemption of subordinated debt		(8,500)		(8,000)		0
Sale of treasury stock		160		212		131
Purchases of treasury stock		(9,349)		(7,586)		(163)
Common dividends paid		(15,865)		(15,976)		(14,469)
Net Cash Provided by (Used in) Financing Activities		151,939		68,882		(56,469)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(48,150)		(169)		64,895
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		95,848		96,017		31,122
CASH AND CASH EQUIVALENTS, END OF YEAR	$	47,698	$	95,848	$	96,017

46

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

	Years Ended December 31,
(In Thousands)	2022		2021		2020
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Increase (decrease) in accrued purchase of available-for-sale debt securities	$	2,000	$	(994)	$	994
Accrued income from life insurance claim	$	0	$	0	$	279
Assets acquired through foreclosure of real estate loans	$	51	$	394	$	273
Leased assets obtained in exchange for new operating lease liabilities	$	904	$	739	$	167
Interest paid	$	9,497	$	8,174	$	10,742
Income taxes paid	$	5,561	$	10,098	$	3,137
NONCASH INVESTING ASSETS ACQUIRED IN BUSINESS COMBINATION:
Available-for-sale debt securities	$	0	$	0	$	10,754
Loans receivable	$	0	$	0	$	464,236
Bank-owned life insurance	$	0	$	0	$	11,170
Foreclosed assets held for sale	$	0	$	0	$	860
NONCASH FINANCING ACTIVITY RELATED TO BUSINESS COMBINATION:
Common stock issued	$	0	$	0	$	41,429
Liabilities assumed:
Deposits	$	0	$	0	$	481,796
Short-term borrowings	$	0	$	0	$	33,950
Long-term borrowings	$	0	$	0	$	30,025
Subordinated debt	$	0	$	0	$	10,091

The accompanying notes are an integral part of the consolidated financial statements.

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION – The consolidated financial statements include the accounts of Citizens & Northern Corporation and its subsidiaries, Citizens & Northern Bank (“C&N Bank”), Bucktail Life Insurance Company and Citizens & Northern Investment Corporation (collectively, “Corporation”), as well as C&N Bank’s wholly-owned subsidiaries, C&N Financial Services, LLC and Northern Tier Holding LLC. C&N Bank is the sole member of C&N Financial Services, LLC and Northern Tier Holding LLC. All material intercompany balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS – The Corporation’s principal office is located in Wellsboro, Pennsylvania. The Corporation’s operations are conducted in the Northern tier/Northcentral region of Pennsylvania and Southern tier of New York, Southeastern Pennsylvania (offices in Bucks and Chester Counties) and Southcentral Pennsylvania (offices in York and Lancaster counties).

The Corporation provides banking and related services to individual and corporate customers. Lending products include commercial, mortgage and consumer loans, as well as specialized instruments such as commercial letters-of-credit. Deposit products include various types of checking accounts, passbook and statement savings, money market accounts, interest checking accounts, Individual Retirement Accounts and certificates of deposit.

The Corporation provides wealth management services through its trust department, including administration of trusts and estates, retirement plans, and other employee benefit plans, and investment management services. The Corporation offers a variety of personal and commercial insurance products through C&N Financial Services, LLC. C&N Financial Services, LLC also offers mutual funds, annuities, educational savings accounts and other investment products through registered agents.

Management has determined that the Corporation has one reportable segment, “Community Banking.” All of the Corporation’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Corporation supports the others.

The Corporation is subject to competition from other financial institutions. It is also subject to regulation by certain federal and state agencies and undergoes periodic examination by those regulatory authorities.

USE OF ESTIMATES – The financial information is presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In preparing financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. In addition, these estimates and assumptions affect revenues and expenses in the financial statements and as such, actual results could differ from those estimates.

Material estimates that are particularly susceptible to change include: (1) the allowance for loan losses and (2) fair values of available-for-sale debt securities based on estimates from independent valuation services or from brokers.

INVESTMENT SECURITIES – Investment securities are accounted for as follows:

Available-for-sale debt securities – includes debt securities not classified as held-to-maturity or trading. Such securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately through accumulated other comprehensive income (loss), net of tax. Premiums on non-amortizing available-for-sale debt securities are amortized using the level yield method to the earliest call date, while discounts on non-amortizing securities are amortized to the maturity date. Premiums and discounts on amortizing securities (mortgage-backed securities) are amortized using the level yield method over the remaining contractual life of the securities, adjusted for actual prepayments. Realized gains and losses on sales of available-for-sale securities are computed on the basis of specific identification of the adjusted cost of each security. Securities within the available-for-sale portfolio may be used as part of the Corporation’s asset and liability management strategy and may be sold in response to changes in interest rate risk, prepayment risk or other factors.

Other-than-temporary impairment – Credit-related declines in the fair value of available-for-sale debt securities that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment (OTTI) losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition

48

and near-term prospects of the issuer, (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value, and (4) whether the Corporation intends to sell the security or if it is more likely than not that the Corporation will be required to sell the security before the recovery of its amortized cost basis. The credit-related impairment is recognized in earnings and is the difference between a security’s amortized cost basis and the present value of expected future cash flows discounted at the security’s effective interest rate. For debt securities classified as held-to-maturity, if any, the amount of noncredit-related impairment is recognized in other comprehensive income and accreted over the remaining life of the debt security as an increase in the carrying value of the security.

Marketable equity security – The marketable equity security is carried at fair value with unrealized gains and losses included in other noninterest income in the consolidated statements of income.

Restricted equity securities – Restricted equity securities consist primarily of Federal Home Loan Bank of Pittsburgh stock, and are carried at cost and evaluated for impairment. Holdings of restricted equity securities are included in other assets in the consolidated balance sheets, and dividends received on restricted securities are included in Other Income in the consolidated statements of income.

DERIVATIVES – The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk.

Interest rate swaps with commercial banking customers were executed to enable the commercial banking customers to effectively exchange their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. Interest differentials paid or received under the swap agreements are reflected as adjustments to interest and fees on loans. The fair value of interest rate derivatives is included in the balance of other assets and other liabilities in the consolidated balance sheets.

The Corporation has entered into an RPA with another institutions as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed.  This type of derivative is referred to as an “RPA In.”  The fair value of the RPA In is included in accrued interest and other liabilities in the consolidated balance sheets.

In an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.”  The fair value of the RPA Out is included in other assets in the consolidated balance sheets.

Fees paid and received associated with RPAs, as well as changes in fair value of the related derivatives, are included in other noninterest income in the consolidated statements of income.

LOANS HELD FOR SALE – Mortgage loans held for sale are reported at the lower of cost or fair value, determined in the aggregate.

LOANS RECEIVABLE – Loans originated by the Corporation which management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at unpaid principal balances, less the allowance for loan losses and net deferred loan fees. Interest income is accrued on the unpaid principal balance. Loan origination and commitment fees, as well as certain direct origination costs, are deferred and amortized as a yield adjustment over the lives of the related loans using the interest method.

The loans receivable portfolio is segmented into residential mortgage, commercial and consumer loans. The residential mortgage segment includes the following classes: first and junior lien residential mortgages, home equity lines of credit and residential construction loans. The most significant classes of commercial loans are commercial loans secured by real estate, non-real estate secured commercial and industrial loans, loans to political subdivisions, commercial construction, multi-family residential and loans secured by farmland.

Loans are placed on nonaccrual status for all classes of loans when, in the opinion of management, collection of interest is doubtful. Any unpaid interest previously accrued on those loans is reversed from income. Interest income is not recognized on specific impaired

49

loans unless the likelihood of further loss is remote. Interest payments received on loans for which the risk of further loss is greater than remote are applied as a reduction of the loan principal balance. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments. Also, the amortization of deferred loan fees is discontinued when a loan is placed on nonaccrual status.

PURCHASED LOANS – The Corporation purchased loans in business combinations, some of which had, at the acquisition dates, shown evidence of credit deterioration since origination. The purchased loans that showed evidence of credit impairment were designated as the purchased credit impaired (“PCI”) loans and were recorded at fair value, with no carryover of the allowance for loan losses. The PCI loans acquired are secured by real estate and the fair value of each loan at the acquisition date was determined based on the estimated proceeds to be derived from selling the collateral, net of selling costs. PCI loans were placed into nonaccrual status upon acquisition (and remained in nonaccrual status at December 31, 2022 and 2021) as the Corporation could not reasonably estimate cash flows expected to be collected in order to compute yield on the loans.

The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable yield. The nonaccretable yield represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require us to evaluate the need for an allowance for credit losses. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the nonaccretable yield which we then reclassify as accretable yield that is recognized into interest income over the remaining life of the loan using the interest method. Our evaluation of the amount of future cash flows that we expect to collect is performed in a similar manner as that used to determine our allowance for credit losses. Charge-offs of the principal amount on acquired loans would be first applied to the nonaccretable yield portion of the fair value adjustment.

ALLOWANCE FOR LOAN LOSSES – The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the collection of all, or part, of the principal balance is highly unlikely. Non-residential consumer loans are generally charged off no later than when they are 120 days past due on a contractual basis, or earlier in the event of bankruptcy or if there is an amount deemed uncollectible.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize adjustments to the allowance based on their judgments of information available to them at the time of their examination. In the process of evaluating the loan portfolio, management also considers the Corporation’s exposure to losses from unfunded loan commitments. As of December 31, 2022 and 2021, management determined that no allowance for credit losses related to unfunded loan commitments was required.

The allowance consists primarily of two major components – (1) a specific component based on a detailed assessment of certain larger loan relationships, mainly commercial purpose, determined on a loan-by-loan basis; and (2) a general component for the remainder of the portfolio based on a collective evaluation of pools of loans with similar risk characteristics. The general component is assigned to each pool of loans based on both historical net charge-off experience, and an evaluation of certain qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the above methodologies for estimating specific and general losses in the portfolio.

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The specific component relates to loans that are classified as impaired based on a detailed assessment of certain larger loan relationships evaluated by a management committee referred to as the Watch List Committee. Specific loan relationships are identified for evaluation based on the related credit risk rating. For individual loans classified as impaired, an allowance is established when the collateral value less estimated selling costs, present value of discounted cash flows or observable market price of the impaired loan is lower than the carrying value of that loan.

The scope of loans reviewed individually each quarter to determine if they are impaired include all commercial loan relationships greater than $200,000 and any residential mortgage or consumer loans of $400,000 or more for which there is at least one extension of credit graded Special Mention, Substandard or Doubtful. Loans that are individually reviewed, but which are determined to not be impaired, are combined with all remaining loans that are not reviewed on a specific basis, and such loans are included within larger pools of loans based on similar risk and loss characteristics for purposes of determining the general component of the allowance. All loans classified as troubled debt restructurings (TDR) and all commercial loan relationships less than $200,000 or other loan relationships less than $400,000 in the aggregate, but with an estimated loss of $100,000 or more, are individually evaluated for impairment.

The general component covers pools of loans by loan class including commercial loans not considered individually impaired, as well as smaller balance homogeneous classes of loans, such as residential real estate, home equity lines of credit and other consumer loans. Accordingly, the Corporation generally does not separately identify individual consumer and residential loans for impairment disclosures, unless such a loan: (1) is subject to a restructuring agreement, (2) has an outstanding balance of $400,000 or more and a credit grade of Special Mention, Substandard or Doubtful, or (3) has an estimated loss of $100,000 or more. The pools of loans for each loan segment are evaluated for loss exposure based upon average historical net charge-off rates, adjusted for qualitative factors. The time period used in determining the average historical net charge-off rate for each loan class is based on management’s evaluation of an appropriate time period that captures an historical loss experience relevant to the current portfolio. Qualitative risk factors (described in the following paragraph) are evaluated for the impact on each of the three distinct segments (residential mortgage, commercial and consumer) within the loan portfolio. Each qualitative factor is assigned a value to reflect improving, stable or declining conditions based on management’s judgment using relevant information available at the time of the evaluation. Any adjustments to the factors are supported by a narrative documentation of changes in conditions accompanying the allowance for loan losses calculation.

The qualitative factors used in the general component calculations are designed to address credit risk characteristics associated with each segment. The Corporation’s credit risk associated with all of the segments is significantly impacted by these factors, which include economic conditions within its market area, the Corporation’s lending policies, changes or trends in the portfolio, risk profile, competition, regulatory requirements and other factors.

Purchased loans that did not show evidence of credit deterioration at the acquisition dates were initially recorded at fair value, including a discount for credit losses reflecting an estimate of the present value of credit losses based on market expectations. The general component of the allowance on purchased loans is evaluated separately from the rest of the portfolio.  This evaluation includes consideration of the qualitative risk factors described above as well as the remaining purchased discount.

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

For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

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For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging data or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

Loans whose terms are modified are classified as troubled debt restructurings if the Corporation grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve reductions in required payments, an extension of a loan’s stated maturity date or a temporary reduction in interest rate. Loans classified as troubled debt restructurings are designated as impaired. Nonaccrual troubled debt restructurings may be restored to accrual status if the ultimate collectability of principal and interest payments under the modified terms is not in doubt, and there has been a period (generally, for at least six consecutive months) of satisfactory payment performance by the borrower either immediately before or after the restructuring.

BANK PREMISES AND EQUIPMENT – Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Repair and maintenance expenditures which extend the useful lives of assets are capitalized, and other repair and maintenance expenditures are expensed as incurred. Depreciation and amortization expense is computed using the straight-line method.

IMPAIRMENT OF LONG-LIVED ASSETS – The Corporation reviews long-lived assets, such as premises and equipment and intangibles, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. These changes in circumstances may include a significant decrease in the market value of an asset or the manner in which an asset is used. If there is an indication the carrying value of an asset may not be recoverable, future undiscounted cash flows expected to result from use of the asset are estimated. If the sum of the expected cash flows is less than the carrying value of the asset, a loss is recognized for the difference between the carrying value and fair market value of the asset.

FORECLOSED ASSETS HELD FOR SALE – Foreclosed assets held for sale consist of real estate acquired by foreclosure and are initially recorded at fair value, less estimated selling costs, establishing a new cost basis.

GOODWILL – Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. Goodwill is tested at least annually at December 31 for impairment, or more often if events or circumstances indicate there may be impairment. The Corporation has the option of performing a qualitative assessment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually.

CORE DEPOSIT INTANGIBLES – Amortization of core deposit intangibles is calculated using an accelerated method. In determining amortization using the accelerated method for any given period, the amount of expected cash flows for that period that were used in determining the acquisition-date fair value is divided by the total amount of expected cash flows over the life of the asset. That percentage is multiplied by the initial carrying amount of the asset to arrive at amortization expense for that period. If the Corporation’s cash flow patterns differ significantly from the initial estimates, the amortization schedule would be adjusted prospectively.

SERVICING RIGHTS – The estimated fair value of servicing rights related to mortgage loans sold and serviced by the Corporation is recorded as an asset upon the sale of such loans. The valuation of servicing rights is adjusted quarterly, with changes in fair value included in Loan Servicing Fees, Net, in the consolidated statements of income. Significant inputs to the valuation include expected net servicing income to be received, the expected life of the underlying loans and the discount rate. The servicing rights asset is included in other assets in the consolidated balance sheets.

INCOME TAXES – Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases given the provisions of the enacted tax laws. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are not expected to be realized based upon available evidence. Tax benefits from investments in limited partnerships that have qualified for federal low-income tax credits are recognized as a reduction in the provision for income tax over the term of the investment using the effective yield method. The Corporation includes income tax penalties in the provision for income tax. The Corporation has no accrued interest related to unrecognized tax benefits.

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STOCK COMPENSATION PLANS – The Corporation’s stock-based compensation policy applies to all forms of stock-based compensation including stock options and restricted stock. All stock-based compensation is accounted for under the fair value method as required by U.S. GAAP. The expense associated with stock-based compensation is recognized over the vesting period of each individual arrangement.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option valuation model. The fair value of restricted stock is based on the current market price on the date of grant.

TREASURY STOCK – Common stock held in treasury is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity. The shares may be purchased in the open market or in privately negotiated transactions from time to time depending upon market conditions and other factors.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS – In the ordinary course of business, the Corporation has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

CASH FLOWS – The Corporation utilizes the net reporting of cash receipts and cash payments for certain deposit and lending activities. Cash equivalents include federal funds sold and all cash and amounts due from depository institutions and interest-bearing deposits in other banks with original maturities of three months or less.

REVENUE RECOGNITION – The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in the determination of the amount and timing of revenue from contracts with customers.

Additional disclosures related to the Corporation’s largest sources of noninterest income within the consolidated statements of income from contracts with customers that are subject to Accounting Standards Codification (ASC) Topic 606 are as follows:

Trust and financial management revenue – C&N Bank’s trust department provides a wide range of financial services, including wealth management services for individuals, businesses and retirement funds, administration of 401(k) and other retirement plans, retirement planning, estate planning and estate settlement services. Trust clients are located primarily within the Corporation’s geographic markets. Assets held in a fiduciary capacity by C&N Bank are not the Corporation’s assets and are therefore not included in the consolidated balance sheets. The fair value of trust assets under management was approximately $1,063,615,000 at December 31, 2022 and $1,232,919,000 at December 31, 2021. Trust revenue is included within noninterest income in the consolidated statements of income.

Trust revenue is recorded on a cash basis, which is not materially different from the accrual basis. The majority (approximately 83%, based on annual 2022 results) of trust revenue is earned and collected monthly, with the amount determined based on a percentage of the fair value of the trust assets under management. Wealth management fees are contractually agreed with each customer, and fee levels vary based mainly on the size of assets under management. The services provided under such a contract represent a single performance obligation under the Accounting Standards Updates (ASUs) because it embodies a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. None of the contracts with trust customers provide for incentive-based fees. In addition to wealth management fees, trust revenue includes fees for provision of services, including employee benefit plan administration, tax return preparation and estate planning and settlement. Fees for such services are billed based on contractual arrangements or established fee schedules and are typically billed upon completion of providing such services. The costs of acquiring trust customers are incremental and recognized within noninterest expense in the consolidated statements of income.

Service charges on deposit accounts – Deposits are included as liabilities in the consolidated balance sheets. Service charges on deposit accounts include: overdraft fees, which are charged when customers overdraw their accounts beyond available funds; automated teller machine (ATM) fees charged for withdrawals by deposit customers from other financial institutions’ ATMs; and a variety of other monthly or transactional fees for services provided to retail and business customers, mainly associated with checking accounts. All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. Incremental costs of obtaining deposit contracts are not significant and are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

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Interchange revenue from debit card transactions – The Corporation issues debit cards to consumer and business customers with checking, savings or money market deposit accounts. Debit card and ATM transactions are processed via electronic systems that involve several parties. The Corporation’s debit card and ATM transaction processing is executed via contractual arrangements with payment processing networks, a processor and a settlement bank. As described above, all deposit liabilities are considered to have one-day terms and therefore interchange revenue from customers’ use of their debit cards to initiate transactions are recognized in income at the time when the services are provided and related fees received in the Corporation’s deposit account with the settlement bank. Incremental costs associated with ATM and interchange processing are recognized as expense when incurred within noninterest expense in the consolidated statements of income.

2. RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) issues ASUs to the FASB ASC. This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the foreseeable future.

Recent Accounting Pronouncements – Adopted

ASU 2020-04, Reference Rate Reform (Topic 848) provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The amendments in Update 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The guidance includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. Some specific optional expedients are as follows:

● Simplifies accounting for contract modifications, including modifications to loans receivable and debt, by prospectively adjusting the effective interest rate.

● Simplifies the assessment of hedge effectiveness and allows hedging relationships affected by reference rate reform to continue.

The Corporation has elected to apply the optional expedients prospectively for applicable loan and other contracts, and implementation of this election did not have a material effect on the Corporation’s financial position or results of operations.

Recently Issued But Not Yet Effective Accounting Pronouncements

ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), as modified by subsequent ASUs, changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology commonly referred to as “CECL.” In addition, CECL amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The allowance for credit losses will be based on the Corporation’s historical loss experience, borrower characteristics, forecasts of future economic conditions and other relevant factors. The Corporation will also apply qualitative factors to account for information that may not be reflected in quantitatively derived results or other relevant factors to ensure the allowance reflects management’s best estimate of current expected credit losses.

The Corporation is adopting CECL on January 1, 2023 using the modified retrospective approach.  Based on implementation efforts to date, management estimates CECL adoption will result in a reduction in retained earnings estimated at $1,000,000 to $3,000,000, net of tax. Management estimates CECL adoption will result in an increase in the allowance for credit losses of $2,000,000 to $4,000,000 over the balance in the allowance for loan losses of $16,615,000 at December 31, 2022.

The Corporation is in the process of finalizing its expected credit loss estimates and the operational and control structure supporting the process.

Banking regulators permit transitional relief of incremental capital requirements from CECL adoption by utilizing a 3-year optional phase-in. Management does not expect to utilize the phased-in approach and expects to record the entire cumulative effect adjustment against regulatory capital at the time of adoption.

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ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This update reduces the complexity of accounting for TDRs by eliminating certain accounting guidance, enhancing disclosures and improving the consistency of vintage disclosures. The Corporation will adopt ASU 2022-02 on January 1, 2023. The Corporation does not expect the adoption of ASU 2022-02 to have a material impact on its consolidated financial statements.

3. BUSINESS COMBINATION

On July 1, 2020, the Corporation completed its acquisition of Covenant Financial, Inc. (“Covenant”), which operated banking offices in Bucks and Chester Counties of Pennsylvania. In connection with the transaction, the Corporation recorded goodwill of $24.1 million and a core deposit intangible asset of $3.1 million. Total loans acquired on July 1, 2020 were valued at $464.2 million, while total deposits assumed were valued at $481.8 million, borrowings were valued at $64.0 million and subordinated debt was valued at $10.1 million. The Corporation acquired available-for-sale debt securities valued at $10.8 million and bank-owned life insurance valued at $11.2 million. The assets purchased and liabilities assumed in the merger were recorded at their estimated fair values at the time of closing, subject to refinement for up to one year after the closing date. There were no adjustments to the fair value measurements of assets acquired or liabilities assumed subsequent to December 31, 2020.

Merger-related expenses related to the acquisition of Covenant totaled $7,708,000 in 2020. There were no merger-related expenses in 2021 and 2022.

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4. PER SHARE DATA

Basic earnings per common share are calculated using the two-class method to determine income attributable to common shareholders. Unvested restricted stock awards that contain nonforfeitable rights to dividends are considered participating securities under the two-class method. Distributed dividends and an allocation of undistributed net income to participating securities reduce the amount of income attributable to common shareholders. Income attributable to common shareholders is then divided by weighted-average common shares outstanding for the period to determine basic earnings per common share.

Diluted earnings per common share are calculated under the more dilutive of either the treasury method or the two-class method. Diluted earnings per common share is computed using weighted-average common shares outstanding, plus weighted-average common shares available from the exercise of all dilutive stock options, less the number of shares that could be repurchased with the proceeds of stock option exercises based on the average share price of the Corporation’s common stock during the period.

(In Thousands, Except Share and Per Share Data)	Years Ended
	December 31,		December 31,		December 31,
	2022		2021		2020
Basic
Net income	$	26,618	$	30,554	$	19,222
Less: Dividends and undistributed earnings allocated to participating securities		(237)		(241)		(116)
Net income attributable to common shares	$	26,381	$	30,313	$	19,106
Basic weighted-average common shares outstanding		15,455,432		15,765,639		14,743,386
Basic earnings per common share (a)	$	1.71	$	1.92	$	1.30
Diluted
Net income attributable to common shares	$	26,381	$	30,313	$	19,106
Basic weighted-average common shares outstanding		15,455,432		15,765,639		14,743,386
Dilutive effect of potential common stock arising from stock options		3,099		6,316		3,662
Diluted weighted-average common shares outstanding		15,458,531		15,771,955		14,747,048
Diluted earnings per common share (a)	$	1.71	$	1.92	$	1.30
Weighted-average nonvested restricted shares outstanding		138,617		125,539		89,718

(a) Basic and diluted earnings per share under the two-class method are determined on net income reported on the income statement less earnings allocated to nonvested restricted shares with nonforfeitable dividends (participating securities).

Anti-dilutive stock options are excluded from net income per share calculations. There were no anti-dilutive instruments in 2022 or 2021. Weighted-average common shares available from anti-dilutive instruments totaled 32,538 shares in 2020.

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5. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is the total of (1) net income, and (2) all other changes in equity from non-stockholder sources, which are referred to as other comprehensive income (loss). The components of other comprehensive income (loss), and the related tax effects, are as follows:

(In Thousands)	Before-Tax		Income Tax		Net-of-Tax
	Amount		Effect		Amount
2022
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities	$	(69,828)	$	14,665	$	(55,163)
Reclassification adjustment for (gains) realized in income		(20)		4		(16)
Other comprehensive loss from available-for-sale debt securities		(69,848)		14,669		(55,179)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		389		(81)		308
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(42)		9		(33)
Other comprehensive income on unfunded retirement obligations		347		(72)		275
Total other comprehensive loss	$	(69,501)	$	14,597	$	(54,904)
2021
Available-for-sale debt securities:
Unrealized holding losses on available-for-sale debt securities	$	(8,669)	$	1,821	$	(6,848)
Reclassification adjustment for (gains) realized in income		(24)		5		(19)
Other comprehensive loss from available-for-sale debt securities		(8,693)		1,826		(6,867)
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		140		(29)		111
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(17)		4		(13)
Other comprehensive income on unfunded retirement obligations		123		(25)		98
Total other comprehensive loss	$	(8,570)	$	1,801	$	(6,769)
2020
Available-for-sale debt securities:
Unrealized holding gains on available-for-sale debt securities	$	10,504	$	(2,205)	$	8,299
Reclassification adjustment for (gains) realized in income		(169)		35		(134)
Other comprehensive income from available-for-sale debt securities		10,335		(2,170)		8,165
Unfunded pension and postretirement obligations:
Changes from plan amendments and actuarial gains and losses		(49)		11		(38)
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost		(29)		6		(23)
Other comprehensive loss on unfunded retirement obligations		(78)		17		(61)
Total other comprehensive income	$	10,257	$	(2,153)	$	8,104

Items reclassified out of each component of accumulated other comprehensive (loss) income are as follows:

	Affected Line Item in the
Description	Consolidated Statements of Income
Reclassification adjustment for (gains) realized in income (before-tax)	Realized gains on available-for-sale debt securities, net
Amortization of prior service cost and net actuarial loss included in net periodic benefit cost (before-tax)	Other noninterest expense
Income tax effect	Income tax provision

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Changes in the components of accumulated other comprehensive (loss) income, included in stockholders’ equity, are as follows:

(In Thousands)					Accumulated
	Unrealized		Unfunded		Other
	(Losses) Gains		Retirement		Comprehensive
	on Securities		Obligations		(Loss) Income
2022
Balance, beginning of period	$	4,809	$	217	$	5,026
Other comprehensive (loss) during year ended December 31, 2022		(55,179)		275		(54,904)
Balance, end of period	$	(50,370)	$	492	$	(49,878)
2021
Balance, beginning of period	$	11,676	$	119	$	11,795
Other comprehensive (loss) during year ended December 31, 2021		(6,867)		98		(6,769)
Balance, end of period	$	4,809	$	217	$	5,026
2020
Balance, beginning of period	$	3,511	$	180	$	3,691
Other comprehensive income during year ended December 31, 2020		8,165		(61)		8,104
Balance, end of period	$	11,676	$	119	$	11,795

6. CASH AND DUE FROM BANKS

Cash and due from banks at December 31, 2022 and 2021 include the following:

(In Thousands)	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	47,698	$	95,848
Certificates of deposit		7,350		9,100
Total cash and due from banks	$	55,048	$	104,948

Certificates of deposit are issues by U.S. banks with original maturities greater than three months. Each certificate of deposit is fully FDIC-insured. The Corporation maintains cash and cash equivalents with certain financial institutions in excess of the FDIC insurance limit. The Corporation has not experienced any losses in such accounts.

Historically, C&N Bank has been required to maintain reserves against deposit liabilities in the form of cash and balances with the Federal Reserve Bank of Philadelphia. The reserves are based on deposit levels, account activity, and other services provided by the Federal Reserve Bank. In March 2020, the Federal Reserve Board reduced reserve requirements for U.S. banks to 0%. Accordingly, C&N Bank had no required reserves at December 31, 2022 or December 31, 2021.

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7. SECURITIES

Amortized cost and fair value of available-for-sale debt securities at December 31, 2022 and 2021 are summarized as follows:

(In Thousands)	December 31, 2022
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value
Obligations of the U.S. Treasury	$	35,166	$	0	$	(3,330)	$	31,836
Obligations of U.S. Government agencies		25,938		0		(2,508)		23,430
Bank holding company debt securities		28,945		0		(3,559)		25,386
Obligations of states and political subdivisions:
Tax-exempt		146,149		319		(13,845)		132,623
Taxable		68,488		0		(11,676)		56,812
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		112,782		0		(12,841)		99,941
Residential collateralized mortgage obligations		44,868		0		(4,572)		40,296
Commercial mortgage-backed securities		91,388		0		(11,702)		79,686
Private label commercial mortgage-backed securities		8,070		2		(49)		8,023
Total available-for-sale debt securities	$	561,794	$	321	$	(64,082)	$	498,033

(In Thousands)	December 31, 2021
			Gross		Gross
			Unrealized		Unrealized
	Amortized		Holding		Holding		Fair
	Cost		Gains		Losses		Value
Obligations of the U.S. Treasury	$	25,058	$	52	$	(198)	$	24,912
Obligations of U.S. Government agencies		23,936		563		(408)		24,091
Bank holding company debt securities		18,000		18		(31)		17,987
Obligations of states and political subdivisions:
Tax-exempt		143,427		4,749		(148)		148,028
Taxable		72,182		1,232		(649)		72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		98,048		705		(572)		98,181
Residential collateralized mortgage obligations		44,015		437		(205)		44,247
Commercial mortgage-backed securities		86,926		1,548		(1,006)		87,468
Total available-for-sale debt securities	$	511,592	$	9,304	$	(3,217)	$	517,679

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The following table presents gross unrealized losses and fair value of available-for-sale debt securities with unrealized loss positions that are not deemed to be other-than-temporarily impaired, aggregated by length of time that individual securities have been in a continuous unrealized loss position at December 31, 2022 and 2021:

December 31, 2022	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	20,192	$	(1,939)	$	11,644	$	(1,391)	$	31,836	$	(3,330)
Obligations of U.S. Government agencies		8,509		(430)		12,921		(2,078)		21,430		(2,508)
Bank holding company debt securities		14,248		(1,697)		11,138		(1,862)		25,386		(3,559)
Obligations of states and political subdivisions:
Tax-exempt		106,204		(11,023)		15,153		(2,822)		121,357		(13,845)
Taxable		28,901		(4,739)		27,761		(6,937)		56,662		(11,676)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		45,410		(4,226)		54,531		(8,615)		99,941		(12,841)
Residential collateralized mortgage obligations		28,670		(2,042)		11,626		(2,530)		40,296		(4,572)
Commercial mortgage-backed securities		40,408		(2,585)		39,278		(9,117)		79,686		(11,702)
Private label commercial mortgage-backed securities		4,762		(49)		0		0		4,762		(49)
Total temporarily impaired available-for-sale debt securities	$	297,304	$	(28,730)	$	184,052	$	(35,352)	$	481,356	$	(64,082)

December 31, 2021	Less Than 12 Months				12 Months or More				Total
(In Thousands)	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Obligations of the U.S. Treasury	$	18,886	$	(198)	$	0	$	0	$	18,886	$	(198)
Obligations of U.S. Government agencies		9,735		(264)		4,856		(144)		14,591		(408)
Bank holding company debt securities		12,969		(31)		0		0		12,969		(31)
Obligations of states and political subdivisions:
Tax-exempt		17,852		(141)		549		(7)		18,401		(148)
Taxable		31,261		(517)		3,277		(132)		34,538		(649)
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		71,451		(572)		0		0		71,451		(572)
Residential collateralized mortgage obligations		15,117		(205)		0		0		15,117		(205)
Commercial mortgage-backed securities		52,867		(1,006)		0		0		52,867		(1,006)
Total temporarily impaired available-for-sale debt securities	$	230,138	$	(2,934)	$	8,682	$	(283)	$	238,820	$	(3,217)

Gross realized gains and losses from available-for-sale securities and the related income tax provision were as follows:

(In Thousands)	2022		2021		2020
Gross realized gains from sales	$	48	$	27	$	222
Gross realized losses from sales		(28)		(3)		(53)
Net realized gains	$	20	$	24	$	169
Income tax provision related to net realized gains	$	4	$	5	$	35

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The amortized cost and fair value of available-for-sale debt securities by contractual maturity are shown in the following table as of December 31, 2022. Actual maturities may differ from contractual maturities because counterparties may have the right to call or prepay obligations with or without call or prepayment penalties.

(In Thousands)	December 31, 2022
	Amortized		Fair
	Cost		Value
Due in one year or less	$	13,568	$	13,431
Due from one year through five years		74,983		70,160
Due from five years through ten years		89,023		79,404
Due after ten years		127,112		107,092
Sub-total		304,686		270,087
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		112,782		99,941
Residential collateralized mortgage obligations		44,868		40,296
Commercial mortgage-backed securities		91,388		79,686
Private label commercial mortgage-backed securities		8,070		8,023
Total	$	561,794	$	498,033

The Corporation’s mortgage-backed securities have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

Investment securities carried at $277,302,000 at December 31, 2022 and $241,428,000 at December 31, 2021 were pledged as collateral for public deposits, trusts and certain other deposits, as provided by law, totaling $196,760,000 at December 31, 2022 and $189,383,000 at December 31, 2021. See Note 12 for information concerning securities pledged to secure borrowing arrangements and Note 20 for information related to securities pledged against interest rate swap obligations.

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Corporation intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery.

A summary of information management considered in evaluating debt and equity securities for OTTI at December 31, 2022 and 2021 is provided below.

Debt Securities

At December 31, 2022 and 2021, management performed an assessment for possible OTTI of the Corporation’s debt securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Corporation’s investment, as well as management’s perception of the credit risk associated with each security. As reflected in the table above, gross unrealized holding losses on available-for-sale debt securities totaled $64,082,000 at December 31, 2022 and $3,217,000 at December 31, 2021. The increase in gross unrealized holding losses in 2022 was consistent with the significant increase in market interest rates that occurred during the period. Based on the results of the assessment, management believes there were no credit-related declines in fair value and that impairment of debt securities in an unrealized loss position at December 31, 2022 and 2021 is temporary.

Equity Securities

C&N Bank is a member of the Federal Home Loan Bank of Pittsburgh (FHLB-Pittsburgh), which is one of 11 regional Federal Home Loan Banks. As a member, C&N Bank is required to purchase and maintain stock in FHLB-Pittsburgh. There is no active market for FHLB-Pittsburgh stock, and it must ordinarily be redeemed by FHLB-Pittsburgh in order to be liquidated. C&N Bank’s investment in

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FHLB-Pittsburgh stock, included in other assets in the consolidated balance sheets, was $14,168,000 at December 31, 2022 and $9,313,000 at December 31, 2021. The Corporation evaluated its holding of FHLB-Pittsburgh stock for impairment and deemed the stock to not be impaired at December 31, 2022 and December 31, 2021. In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected. The decision was based on review of financial information that FHLB-Pittsburgh has made publicly available.

The Corporation’s marketable equity security, with a carrying value of $859,000 at December 31, 2022 and $971,000 at December 31, 2021 consisted exclusively of one mutual fund. There was an unrealized loss of $141,000 on the mutual fund at December 31, 2022 and $29,000 at December 31, 2021 and no unrealized gain/loss at December 31, 2020. The increase in the unrealized loss of $112,000 in 2022 and $29,000 in 2021 and the decrease in the unrealized loss of $21,000 in 2020 are included in other noninterest income in the consolidated statements of income.  There were no sales of equity securities in 2022, 2021 and 2020.

8. LOANS

The loans receivable portfolio is segmented into commercial, residential mortgage and consumer loans. Loans outstanding at December 31, 2022 and December 31, 2021 are summarized by segment, and by classes within each segment, as follows:

Summary of Loans by Type

(In Thousands)

	December 31,		December 31,
	2022		2021
Commercial:
Commercial loans secured by real estate	$	682,249	$	569,840
Commercial and industrial		178,271		159,073
Paycheck Protection Program - 1st Draw		5		1,356
Paycheck Protection Program - 2nd Draw		163		25,508
Political subdivisions		90,719		81,301
Commercial construction and land		73,963		60,579
Loans secured by farmland		12,950		11,121
Multi-family (5 or more) residential		55,886		50,089
Agricultural loans		2,435		2,351
Other commercial loans		14,857		17,153
Total commercial		1,111,498		978,371
Residential mortgage:
Residential mortgage loans - first liens		509,782		483,629
Residential mortgage loans - junior liens		24,949		23,314
Home equity lines of credit		43,798		39,252
1-4 Family residential construction		30,577		23,151
Total residential mortgage		609,106		569,346
Consumer		19,436		17,132
Total		1,740,040		1,564,849
Less: allowance for loan losses		(16,615)		(13,537)
Loans, net	$	1,723,425	$	1,551,312

In the table above, outstanding loan balances are presented net of deferred loan origination fees of $4,725,000 at December 31, 2022 and $4,247,000 at December 31, 2021.

The Corporation grants loans to individuals as well as commercial and tax-exempt entities. Commercial, residential and personal loans are made to customers geographically concentrated in Northcentral Pennsylvania, the Southern tier of New York State, Southeastern Pennsylvania and Southcentral Pennsylvania. Although the Corporation has a diversified loan portfolio, a significant portion of its debtors’ ability to honor their contracts is dependent on the local economic conditions within the region.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is a $2 trillion stimulus package designed to provide relief to U.S. businesses and consumers struggling as a result of the pandemic. A

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provision in the CARES Act includes creation of the Paycheck Protection Program (“PPP”) through the Small Business Administration (“SBA”) and Treasury Department. Under the PPP, the Corporation, as an SBA-certified lender, provided SBA-guaranteed loans to small businesses to pay their employees, rent, mortgage interest, and utilities. PPP loans are forgiven subject to clients’ providing documentation evidencing their compliant use of funds and otherwise complying with the terms of the program.  Information related to PPP loans advanced pursuant to the CARES Act are labeled “1st Draw” within the tables.

On December 27, 2020, the President of the United States signed into law the Consolidated Appropriations Act, 2021 (the “CAA”), which includes provisions that broadly address additional COVID-19 responses and relief. Among the additional relief measures included are certain extensions to elements of the CARES Act, including extension of relief from troubled debt restructurings reporting established under Section 4013 of the CARES Act to 60 days after the date on which the national COVID-19 emergency terminates. The CAA also included additional funding for the PPP with additional eligibility requirements for borrowers with generally the same loan terms as provided under the CARES Act. Information related to PPP loans advanced pursuant to the CAA are labeled “2nd Draw” within the tables.

The maximum term of PPP loans is five years. Most of the Corporation’s 1st Draw PPP loans have two-year terms, while 2nd Draw PPP loans have  five-year terms and the Corporation is repaid sooner to the extent the loans are forgiven. The interest rate on PPP loans is 1%, and the Corporation has received fees from the SBA ranging between 1% and 5% per loan, depending on the size of the loan. Fees on PPP loans, net of origination costs and a market rate adjustment on acquired PPP loans, are recognized in interest income as a yield adjustment over the term of the loans.

As of December 31, 2022, the recorded investment in PPP loans was $168,000, including contractual principal balances of $195,000, reduced by net deferred origination fees of $27,000. Interest and fees on PPP loans which are included in taxable interest and fees on loans in the consolidated statements of income totaled $958,000 in 2022, $6,530,000 in 2021 and $2,924,000 in 2020.

Loans acquired in business combinations were recorded at their initial fair value, with adjustments made to the gross amortized cost of loans based on movements in interest rates (market rate adjustment) and based on credit fair value adjustments on non-impaired loans and impaired loans. Subsequent to the acquisitions, the Corporation has recognized amortization and accretion of a portion of the market rate adjustments and credit adjustments on non-impaired (performing) loans, and a partial recovery of purchased credit impaired (PCI) loans. For the years ended December 31, 2022 and 2021, adjustments to the initial market rate and credit fair value adjustments of performing loans were recognized as follows:

(In Thousands)	Year Ended
	December 31,		December 31,
	2022		2021
Market Rate Adjustment
Adjustments to gross amortized cost of loans at beginning of period	$	(637)	$	718
Amortization recognized in interest income		(279)		(1,355)
Adjustments to gross amortized cost of loans at end of period	$	(916)	$	(637)
Credit Adjustment on Non-impaired Loans
Adjustments to gross amortized cost of loans at beginning of period	$	(3,335)	$	(5,979)
Accretion recognized in interest income		1,495		2,644
Adjustments to gross amortized cost of loans at end of period	$	(1,840)	$	(3,335)

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A summary of PCI loans held at December 31, 2022 and December 31, 2021 is as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Outstanding balance	$	1,833	$	9,802
Carrying amount		1,027		6,558

Transactions within the allowance for loan losses, summarized by segment and class, were as follows:

	December 31,								December 31,
Year Ended December 31, 2022	2021						Provision		2022
(In Thousands)	Balance		Charge-offs		Recoveries		(Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	4,405	$	(3,942)	$	0	$	6,611	$	7,074
Commercial and industrial		2,723		(150)		0		336		2,909
Commercial construction and land		637		0		0		10		647
Loans secured by farmland		115		0		0		(3)		112
Multi-family (5 or more) residential		215		0		0		196		411
Agricultural loans		25		0		0		(4)		21
Other commercial loans		173		0		0		(49)		124
Total commercial		8,293		(4,092)		0		7,097		11,298
Residential mortgage:
Residential mortgage loans - first liens		3,650		0		4		(241)		3,413
Residential mortgage loans - junior liens		184		0		0		(17)		167
Home equity lines of credit		302		0		15		(35)		282
1-4 Family residential construction		202		0		0		9		211
Total residential mortgage		4,338		0		19		(284)		4,073
Consumer		235		(153)		49		113		244
Unallocated		671		0		0		329		1,000
Total Allowance for Loan Losses	$	13,537	$	(4,245)	$	68	$	7,255	$	16,615

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	December 31,								December 31,
Year Ended December 31, 2021	2020						Provision		2021
(In Thousands)	Balance		Charge-offs		Recoveries		(Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	3,051	$	0	$	2	$	1,352	$	4,405
Commercial and industrial		2,245		(1,464)		20		1,922		2,723
Commercial construction and land		454		0		0		183		637
Loans secured by farmland		120		0		0		(5)		115
Multi-family (5 or more) residential		236		0		0		(21)		215
Agricultural loans		34		0		0		(9)		25
Other commercial loans		168		0		0		5		173
Total commercial		6,308		(1,464)		22		3,427		8,293
Residential mortgage:
Residential mortgage loans - first liens		3,524		(11)		4		133		3,650
Residential mortgage loans - junior liens		349		0		0		(165)		184
Home equity lines of credit		281		0		2		19		302
1-4 Family residential construction		99		0		0		103		202
Total residential mortgage		4,253		(11)		6		90		4,338
Consumer		239		(100)		38		58		235
Unallocated		585		0		0		86		671
Total Allowance for Loan Losses	$	11,385	$	(1,575)	$	66	$	3,661	$	13,537

	December 31,								December 31,
Year Ended December 31, 2020	2019						Provision		2020
(In Thousands)	Balance		Charge-offs		Recoveries		(Credit)		Balance
Allowance for Loan Losses:
Commercial:
Commercial loans secured by real estate	$	1,921	$	0	$	0	$	1,130	$	3,051
Commercial and industrial		1,391		(2,236)		16		3,074		2,245
Commercial construction and land		966		(107)		0		(405)		454
Loans secured by farmland		158		0		0		(38)		120
Multi-family (5 or more) residential		156		0		0		80		236
Agricultural loans		41		0		0		(7)		34
Other commercial loans		155		0		0		13		168
Total commercial		4,788		(2,343)		16		3,847		6,308
Residential mortgage:
Residential mortgage loans - first liens		3,405		0		39		80		3,524
Residential mortgage loans - junior liens		384		0		1		(36)		349
Home equity lines of credit		276		0		4		1		281
1-4 Family residential construction		117		0		0		(18)		99
Total residential mortgage		4,182		0		44		27		4,253
Consumer		281		(122)		41		39		239
Unallocated		585		0		0		0		585
Total Allowance for Loan Losses	$	9,836	$	(2,465)	$	101	$	3,913	$	11,385

For the year ended December 31, 2022, the provision for loan losses was $7,255,000, an increase in expense of $3,594,000 as compared to $3,661,000 recorded in the year ended December 31, 2021. The provision for 2022 includes $3,890,000 related to specific loans (net charge-offs of $4,177,000 and net decrease in specific allowances on loans of $287,000), an increase of $3,036,000 in the collectively determined portion of the allowance and a $329,000 increase in the unallocated portion.

In 2022, the provision for loan losses includes the impact of partial charge-offs totaling $3,942,000 on a commercial real estate secured participation loan to a borrower in the health care industry. The charge-offs resulted from the borrower’s default due to deterioration in

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financial performance. The recorded investment in the loan at December 31, 2022 (principal balance, net of partial charge-offs) was $2,654,000 based on a settlement agreement reached with the borrower.

The provision for loan losses in 2021 includes $1,324,000 related to specific loans (net charge-offs of $1,509,000 and a decrease in specific allowances on loans of $185,000), an increase of $2,251,000 in the collectively determined portion of the allowance and an $86,000 increase in the unallocated portion. In 2020, the provision included a $2,219,000 charge-off on one commercial loan.

In determining the larger loan relationships for detailed assessment under the specific allowance component, the Corporation uses an internal risk rating system. Under the risk rating system, the Corporation classifies problem or potential problem loans as “Special Mention,” “Substandard,” or “Doubtful” on the basis of currently existing facts, conditions and values. Loans that do not currently expose the Corporation to sufficient risk to warrant classification as Substandard or Doubtful, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention. Substandard loans include those characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Risk ratings are updated any time that conditions or the situation warrants. Loans not classified are included in the “Pass” column in the table that follows.

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The following tables summarize the aggregate credit quality classification of outstanding loans by risk rating as of December 31, 2022 and 2021:

December 31, 2022									Purchased
(In Thousands)			Special						Credit
	Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	666,442	$	4,589	$	10,231	$	0	$	987	$	682,249
Commercial and Industrial		156,042		910		21,279		0		40		178,271
Paycheck Protection Program - 1st Draw		5		0		0		0		0		5
Paycheck Protection Program - 2nd Draw		163		0		0		0		0		163
Political subdivisions		90,719		0		0		0		0		90,719
Commercial construction and land		73,179		517		267		0		0		73,963
Loans secured by farmland		11,136		519		1,295		0		0		12,950
Multi-family (5 or more) residential		55,034		0		852		0		0		55,886
Agricultural loans		1,831		28		576		0		0		2,435
Other commercial loans		14,857		0		0		0		0		14,857
Total commercial		1,069,408		6,563		34,500		0		1,027		1,111,498
Residential Mortgage:
Residential mortgage loans - first liens		496,156		7,125		6,501		0		0		509,782
Residential mortgage loans - junior liens		24,495		164		290		0		0		24,949
Home equity lines of credit		43,289		59		450		0		0		43,798
1-4 Family residential construction		30,577		0		0		0		0		30,577
Total residential mortgage		594,517		7,348		7,241		0		0		609,106
Consumer		19,350		0		86		0		0		19,436
Totals	$	1,683,275	$	13,911	$	41,827	$	0	$	1,027	$	1,740,040

December 31, 2021									Purchased
(In Thousands)			Special						Credit
	Pass		Mention		Substandard		Doubtful		Impaired		Total
Commercial:
Commercial loans secured by real estate	$	538,966	$	10,510	$	16,220	$	0	$	4,144	$	569,840
Commercial and Industrial		142,775		10,841		4,694		0		763		159,073
Paycheck Protection Program - 1st Draw		1,356		0		0		0		0		1,356
Paycheck Protection Program - 2nd Draw		25,508		0		0		0		0		25,508
Political subdivisions		81,301		0		0		0		0		81,301
Commercial construction and land		59,816		715		48		0		0		60,579
Loans secured by farmland		10,011		186		924		0		0		11,121
Multi-family (5 or more) residential		47,638		0		873		0		1,578		50,089
Agricultural loans		1,802		0		549		0		0		2,351
Other commercial loans		17,150		3		0		0		0		17,153
Total commercial		926,323		22,255		23,308		0		6,485		978,371
Residential Mortgage:
Residential mortgage loans - first liens		469,044		7,981		6,534		0		70		483,629
Residential mortgage loans - junior liens		22,914		114		283		0		3		23,314
Home equity lines of credit		38,652		59		541		0		0		39,252
1-4 Family residential construction		23,151		0		0		0		0		23,151
Total residential mortgage		553,761		8,154		7,358		0		73		569,346
Consumer		17,092		0		40		0		0		17,132
Totals	$	1,497,176	$	30,409	$	30,706	$	0	$	6,558	$	1,564,849

The increase in substandard loans at December 31, 2022 as compared to December 31, 2021 includes advances under lines of credit to a commercial borrower totaling $10,799,000 at December 31, 2022, which were classified as impaired and nonaccrual. Based on an

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analysis of the liquidation value of business assets that collateralize the lines of credit, there was no specific allowance related to these advances at December 31, 2022.

The following tables present a summary of loan balances and the related allowance for loan losses summarized by portfolio segment and class for each impairment method used as of December 31, 2022 and 2021:

December 31, 2022	Loans:						Allowance for Loan Losses:
(In Thousands)
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals
Commercial:
Commercial loans secured by real estate	$	7,154	$	675,095	$	682,249	$	427	$	6,647	$	7,074
Commercial and industrial		11,223		167,048		178,271		26		2,883		2,909
Paycheck Protection Program - 1st Draw		0		5		5		0		0		0
Paycheck Protection Program - 2nd Draw		0		163		163		0		0		0
Political subdivisions		0		90,719		90,719		0		0		0
Commercial construction and land		244		73,719		73,963		0		647		647
Loans secured by farmland		76		12,874		12,950		0		112		112
Multi-family (5 or more) residential		0		55,886		55,886		0		411		411
Agricultural loans		57		2,378		2,435		0		21		21
Other commercial loans		0		14,857		14,857		0		124		124
Total commercial		18,754		1,092,744		1,111,498		453		10,845		11,298
Residential mortgage:
Residential mortgage loans - first liens		506		509,276		509,782		0		3,413		3,413
Residential mortgage loans - junior liens		30		24,919		24,949		0		167		167
Home equity lines of credit		68		43,730		43,798		0		282		282
1-4 Family residential construction		0		30,577		30,577		0		211		211
Total residential mortgage		604		608,502		609,106		0		4,073		4,073
Consumer		0		19,436		19,436		0		244		244
Unallocated												1,000
Total	$	19,358	$	1,720,682	$	1,740,040	$	453	$	15,162	$	16,615

68

December 31, 2021	Loans:						Allowance for Loan Losses:
(In Thousands)
	Individually		Collectively				Individually		Collectively
	Evaluated		Evaluated		Totals		Evaluated		Evaluated		Totals
Commercial:
Commercial loans secured by real estate	$	10,926	$	558,914	$	569,840	$	669	$	3,736	$	4,405
Commercial and industrial		2,503		156,570		159,073		71		2,652		2,723
Paycheck Protection Program - 1st Draw		0		1,356		1,356		0		0		0
Paycheck Protection Program - 2nd Draw		0		25,508		25,508		0		0		0
Political subdivisions		0		81,301		81,301		0		0		0
Commercial construction and land		0		60,579		60,579		0		637		637
Loans secured by farmland		83		11,038		11,121		0		115		115
Multi-family (5 or more) residential		1,578		48,511		50,089		0		215		215
Agricultural loans		0		2,351		2,351		0		25		25
Other commercial loans		0		17,153		17,153		0		173		173
Total commercial		15,090		963,281		978,371		740		7,553		8,293
Residential mortgage:
Residential mortgage loans - first liens		630		482,999		483,629		0		3,650		3,650
Residential mortgage loans - junior liens		14		23,300		23,314		0		184		184
Home equity lines of credit		0		39,252		39,252		0		302		302
1-4 Family residential construction		0		23,151		23,151		0		202		202
Total residential mortgage		644		568,702		569,346		0		4,338		4,338
Consumer		0		17,132		17,132		0		235		235
Unallocated												671
Total	$	15,734	$	1,549,115	$	1,564,849	$	740	$	12,126	$	13,537

Summary information related to impaired loans as of December 31, 2022 and 2021 is as follows:

(In Thousands)	December 31, 2022						December 31, 2021
	Unpaid						Unpaid
	Principal		Recorded		Related		Principal		Recorded		Related
	Balance		Investment		Allowance		Balance		Investment		Allowance
With no related allowance recorded:
Commercial loans secured by real estate	$	8,563	$	3,754	$	0	$	6,600	$	4,458	$	0
Commercial and industrial		12,926		11,163		0		5,213		2,431		0
Residential mortgage loans - first liens		506		506		0		656		630		0
Residential mortgage loans - junior liens		68		30		0		124		14		0
Home equity lines of credit		68		68		0		0		0		0
Loans secured by farmland		76		76		0		83		83		0
Agricultural loans		57		57		0		0		0		0
Construction and other land loans		244		244		0		0		0		0
Multi-family (5 or more) residential		0		0		0		2,734		1,578		0
Total with no related allowance recorded		22,508		15,898		0		15,410		9,194		0
With a related allowance recorded:
Commercial loans secured by real estate		3,400		3,400		427		6,468		6,468		668
Commercial and industrial		60		60		26		72		72		72
Total with a related allowance recorded		3,460		3,460		453		6,540		6,540		740
Total	$	25,968	$	19,358	$	453	$	21,950	$	15,734	$	740

69

The average balance of impaired loans and interest income recognized on impaired loans is as follows:

(In Thousands)							Interest Income Recognized on
	Average Investment in						on Impaired Loans
	Impaired Loans						on a Cash Basis
	Year Ended December 31,						Year Ended December 31,
	2022		2021		2020		2022		2021		2020
Commercial:
Commercial loans secured by real estate	$	9,757	$	11,617	$	5,266	$	657	$	557	$	258
Commercial and industrial		2,078		2,636		2,542		210		34		34
Commercial construction and land		72		48		521		3		3		15
Loans secured by farmland		80		84		319		0		1		27
Multi-family (5 or more) residential		197		1,583		202		1,156		133		0
Agricultural loans		60		67		76		4		4		4
Other commercial loans		0		0		18		0		0		1
Total commercial		12,244		16,035		8,944		2,030		732		339
Residential mortgage:
Residential mortgage loans - first lien		575		1,647		1,853		24		78		116
Residential mortgage loans - junior lien		33		361		392		7		11		22
Home equity lines of credit		43		0		57		4		0		3
Total residential mortgage		651		2,008		2,302		35		89		141
Total	$	12,895	$	18,043	$	11,246	$	2,065	$	821	$	480

The increase in interest income recognized on a cash basis on impaired loans in 2022 resulted mainly from repayments received on loans that had been classified as purchased credit impaired at December 31, 2021.

The breakdown by portfolio segment and class of nonaccrual loans and loans past due ninety days or more and still accruing is as follows:

(In Thousands)	December 31, 2022				December 31, 2021
	Past Due				Past Due
	90+ Days and				90+ Days and
	Accruing		Nonaccrual		Accruing		Nonaccrual
Commercial:
Commercial loans secured by real estate	$	612	$	7,153	$	738	$	10,885
Commercial and industrial		80		11,165		30		2,299
Commercial construction and land		0		244		0		48
Loans secured by farmland		0		76		28		83
Multi-family (5 or more) residential		0		0		0		1,578
Agricultural loans		57		0		65		0
Total commercial		749		18,638		861		14,893
Residential mortgage:
Residential mortgage loans - first liens		1,288		4,259		1,144		4,005
Residential mortgage loans - junior liens		54		0		69		3
Home equity lines of credit		102		129		102		82
Total residential mortgage		1,444		4,388		1,315		4,090
Consumer		44		59		43		16
Totals	$	2,237	$	23,085	$	2,219	$	18,999

The amounts shown in the table immediately above include loans classified as troubled debt restructurings (described in more detail below), if such loans are past due ninety days or more or nonaccrual. PCI loans with a total recorded investment of $1,027,000 at December 31, 2022 and $6,558,000 at December 31, 2021 are classified as nonaccrual.

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The table below presents a summary of the contractual aging of loans as of December 31, 2022 and 2021.

(In Thousands)	As of December 31, 2022								As of December 31, 2021
	Current &								Current &
	Past Due		Past Due		Past Due				Past Due		Past Due		Past Due
	Less than		30-89		90+				Less than		30-89		90+
	30 Days		Days		Days		Total		30 Days		Days		Days		Total
Commercial:
Commercial loans secured by real estate	$	676,779	$	1,105	$	4,365	$	682,249	$	563,658	$	762	$	5,420	$	569,840
Commercial and industrial		177,747		319		205		178,271		158,188		72		813		159,073
Paycheck Protection Program - 1st Draw		5		0		0		5		1,339		17		0		1,356
Paycheck Protection Program - 2nd Draw		163		0		0		163		25,508		0		0		25,508
Political subdivisions		90,719		0		0		90,719		81,301		0		0		81,301
Commercial construction and land		73,766		0		197		73,963		60,509		70		0		60,579
Loans secured by farmland		12,856		18		76		12,950		11,010		0		111		11,121
Multi-family (5 or more) residential		55,886		0		0		55,886		48,532		0		1,557		50,089
Agricultural loans		2,378		0		57		2,435		2,279		7		65		2,351
Other commercial loans		14,857		0		0		14,857		17,153		0		0		17,153
Total commercial		1,105,156		1,442		4,900		1,111,498		969,477		928		7,966		978,371
Residential mortgage:
Residential mortgage loans - first liens		500,778		5,323		3,681		509,782		475,637		5,038		2,954		483,629
Residential mortgage loans - junior liens		24,702		193		54		24,949		23,229		16		69		23,314
Home equity lines of credit		42,952		652		194		43,798		38,830		279		143		39,252
1-4 Family residential construction		30,577		0		0		30,577		23,151		0		0		23,151
Total residential mortgage		599,009		6,168		3,929		609,106		560,847		5,333		3,166		569,346
Consumer		19,169		164		103		19,436		17,001		72		59		17,132
Totals	$	1,723,334	$	7,774	$	8,932	$	1,740,040	$	1,547,325	$	6,333	$	11,191	$	1,564,849

Nonaccrual loans are included in the contractual aging immediately above. A summary of the contractual aging of nonaccrual loans at December 31, 2022 and 2021 is as follows:

(In Thousands)	Current &
	Past Due		Past Due		Past Due
	Less than		30-89		90+
	30 Days		Days		Days		Total
December 31, 2022 Nonaccrual Totals	$	15,695	$	695	$	6,695	$	23,085
December 31, 2021 Nonaccrual Totals	$	8,800	$	1,227	$	8,972	$	18,999

Loans whose terms are modified are classified as TDRs if the Corporation grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Loans classified as TDRs are designated as impaired. The outstanding balance of loans subject to TDRs, as well as the contractual aging information at December 31, 2022 and 2021 is as follows:

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Troubled Debt Restructurings (TDRs):

(In Thousands)	Current &
	Past Due		Past Due		Past Due
	Less than		30-89		90+
	30 Days		Days		Days		Nonaccrual		Total
December 31, 2022 Totals	$	503	$	68	$	57	$	3,799	$	4,427
December 31, 2021 Totals	$	248	$	40	$	65	$	5,452	$	5,805

At December 31, 2022 and 2021, there were no commitments to loan additional funds to borrowers whose loans have been classified as TDRs.

A summary of TDRs that occurred during 2022, 2021 and 2020 is as follows:

(Balances in Thousands)	2022			2021			2020
		Post-			Post-			Post-
	Number	Modification		Number	Modification		Number	Modification
	of	Recorded		of	Recorded		of	Recorded
	Loans	Investment		Loans	Investment		Loans	Investment
Residential mortgage - first liens:
Reduced monthly payments and extended maturity date	0	$	0	1	$	12	0	$	0
Reduced monthly payments for a fifteen-month period	0		0	1		116	0		0
Residential mortgage - junior liens:
Reduced monthly payments and extended maturity date	1		48	0		0	0		0
New loan at lower than risk-adjusted market rate to borrower from whom short sale of other collateral was accepted	0		0	0		0	1		30
Home equity lines of credit:
Reduced monthly payments and extended maturity date	0		0	1		24	0		0
Reduced monthly payments for an eighteen-month period	0		0	1		70	0		0
Commercial loans secured by real estate:
Interest only payments for a nine-month period	0		0	0		0	1		240
Principal and interest payment deferral non-COVID related	0		0	0		0	2		4,831
Multi-family (5 or more) residential,
Principal and interest payment deferral non-COVID related	0		0	0		0	3		2,170
Loans secured by farmland,
Deferral of principal and interest payments for 12 months with a balloon payment at maturity	1		268	0		0	0		0
Total	2	$	316	4	$	222	7	$	7,271

In the year ended December 31, 2020, the Corporation recorded a specific allowance for loan losses of $416,000 related to a loan secured by commercial real estate for which a TDR concession was made in 2020 and included in the table above. In 2021, the allowance on this loan with a recorded investment of $3,405,000 at December 31, 2021 was increased to $427,000. At December 31, 2022 the allowance on this loan with a recorded investment of $3,400,000 remained $427,000. The other loans for which TDRs were granted in 2022, 2021 and 2020 had no specific impact on the provision or allowance for loan losses.

In 2022, 2021 and 2020, payment defaults on loans for which modifications considered to be TDRs were entered into within the previous 12 months are summarized as follows:

	2022			2021			2020
	Number			Number			Number
	of	Recorded		of	Recorded		of	Recorded
(Balances in Thousands)	Loans	Investment		Loans	Investment		Loans	Investment
Commercial loans secured by real estate	0	$	0	1	$	3,405	1	$	240
Total	0	$	0	1	$	3,405	1	$	240

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The default that occurred in 2021 was on the loan referred to above with a specific allowance of $427,000 at December 31, 2022. The loan for which a default occurred in 2020 was repaid in full in 2021.

The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession (included in Foreclosed assets held for sale in the consolidated balance sheets) is as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Foreclosed residential real estate	$	0	$	256

The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process is as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Residential real estate in process of foreclosure	$	1,229	$	1,260

9. BANK PREMISES AND EQUIPMENT

(In Thousands)	December 31,
	2022		2021
Land	$	3,623	$	3,623
Buildings and improvements		32,332		32,606
Furniture and equipment		14,886		15,162
Construction in progress		1,532		835
Total		52,373		52,226
Less: accumulated depreciation		(30,799)		(31,543)
Net	$	21,574	$	20,683

Depreciation and amortization expense is included in the following line items of the consolidated statements of income:

(In Thousands)	2022		2021		2020
Net occupancy and equipment expense	$	2,049	$	1,723	$	1,595
Data processing and telecommunications expense		340		407		386
Total	$	2,389	$	2,130	$	1,981

10. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill represents the excess of the cost of acquisitions over the fair value of the net assets acquired. There were no changes in the carrying amount of goodwill in 2022 and 2021. The balance in goodwill was $52,505,000 at December 31, 2022 and 2021. The Corporation did not complete any acquisitions in 2022 or 2021.

In testing goodwill for impairment at December 31, 2022, the Corporation by-passed performing a qualitative assessment and performed a quantitative assessment based on comparison of the Corporation’s market capitalization to its stockholders’ equity, resulting in the determination that the fair value of its reporting unit, its community banking operation, exceeded its carrying amount. Accordingly, there was no goodwill impairment at December 31, 2022.

73

There were no goodwill impairment charges recorded in the years ended December 31, 2022, 2021 and 2020.

Information related to the core deposit intangibles is as follows:

(In Thousands)	December 31,
	2022		2021
Gross amount	$	6,639	$	6,639
Accumulated amortization		(3,762)		(3,323)
Net	$	2,877	$	3,316

Amortization expense related to core deposit intangibles is included in other noninterest expense in the consolidated statements of income, as follows:

(In Thousands)	Year Ended December 31,
	2022		2021		2020
Amortization expense	$	439	$	535	$	540

The amount of amortization expense to be recognized in each of the ensuing five years is as follows:

(In Thousands)
2023	$	408
2024		390
2025		424
2026		396
2027		361

11. DEPOSITS

At December 31, 2022 the scheduled maturities of time deposits are as follows:

(In Thousands)
2023	$	152,889
2024		102,120
2025		22,679
2026		8,796
2027		8,705
Total	$	295,189

Time deposits of more than $250,000 totaled $85,640,000 at December 31, 2022 and $75,375,000 at December 31, 2021. As of December 31, 2022, the remaining maturities or time to next re-pricing of time deposits more than $250,000 was as follows:

(In Thousands)
Three months or less	$	13,685
Over 3 months through 12 months		26,543
Over 1 year through 3 years		44,089
Over 3 years		1,323
Total	$	85,640

74

12. BORROWED FUNDS

SHORT-TERM BORROWINGS

Short-term borrowings (initial maturity within one year) include the following:

(In Thousands)	December 31,		December 31,
	2022		2021
FHLB-Pittsburgh borrowings	$	77,000	$	0
Customer repurchase agreements		3,062		1,803
Total short-term borrowings	$	80,062	$	1,803

The weighted average interest rate on total short-term borrowings outstanding was 4.28% at December 31, 2022 and 0.10% at December 31, 2021. The maximum amount of total short-term borrowings outstanding at any month-end was $90,042,000 in 2022, $17,353,000 in 2021 and $56,647,000 in 2020.

The Corporation had available credit with other correspondent banks totaling $95,000,000 at December 31, 2022 and $45,000,000 at December 31, 2021. These lines of credit are primarily unsecured. No amounts were outstanding at December 31, 2022 or 2021.

The Corporation has a line of credit with the Federal Reserve Bank of Philadelphia’s Discount Window. At December 31, 2022, the Corporation had available credit in the amount of $23,107,000 on this line with no outstanding advances. At December 31, 2021, the Corporation had available credit in the amount of $13,642,000 on this line with no outstanding advances. As collateral for this line, the Corporation has pledged available-for-sale securities with a carrying value of $24,113,000 at December 31, 2022 and $14,034,000 at December 31, 2021.

The Corporation engages in repurchase agreements with certain commercial customers. These agreements provide that the Corporation sells specified investment securities to the customers on an overnight basis and repurchases them on the following business day. The weighted average rate paid by the Corporation on customer repurchase agreements was 0.10% at December 31, 2022 and 2021. The carrying value of the underlying securities was $3,080,000 at December 31, 2022 and $1,820,000 at December 31, 2021.

The FHLB-Pittsburgh loan facility is collateralized by qualifying loans secured by real estate with a book value totaling $1,209,179,000 at December 31, 2022 and $1,046,242,000 at December 31, 2021. Also, the FHLB-Pittsburgh loan facility requires the Corporation to invest in established amounts of FHLB-Pittsburgh stock. The carrying values of the Corporation’s holdings of FHLB-Pittsburgh stock (included in other assets) were $14,168,000 at December 31, 2022 and $9,313,000 at December 31, 2021. The Corporation’s total credit facility with FHLB-Pittsburgh was $839,378,000 at December 31, 2022, including an unused (available) amount of $689,279,000. At December 31, 2021, the Corporation’s total credit facility with FHLB-Pittsburgh was $756,868,000, including an unused (available) amount of $723,557,000.

At December 31, 2022, the overnight borrowing from FHLB-Pittsburgh was $77,000,000 at an interest rate of 4.45% with no other short-term advances. At December 31, 2021 there were no overnight borrowings or short-term advances from FHLB-Pittsburgh.

LONG-TERM BORROWINGS – FHLB ADVANCES

Long-term borrowings from FHLB-Pittsburgh are as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Loans matured in 2022	$	0	$	15,452
Loans maturing in 2023 with a weighted-average rate of 1.35%		9,303		7,119
Loans maturing in 2024 with a weighted-average rate of 2.89%		29,813		5,099
Loans maturing in 2025 with a weighted-average rate of 3.94%		23,231		372
Total long-term FHLB-Pittsburgh borrowings	$	62,347	$	28,042

Note: Weighted-average rates are presented as of December 31, 2022.

75

SENIOR NOTES

On May 19, 2021, the Corporation issued and sold $15.0 million in aggregate principal amount of 2.75% Fixed Rate Senior Unsecured Notes due 2026 (the "Senior Notes"). The Senior Notes mature on June 1, 2026 and bear interest at a fixed annual rate of 2.75%. The Corporation is not entitled to redeem the Senior Notes, in whole or in part, at any time prior to maturity and the Senior Notes are not subject to redemption by the holders. The Senior Notes are unsecured and unsubordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation.

The Senior Notes were recorded, net of debt issuance costs of $337,000, at an initial carrying amount of $14,663,000. Debt issuance costs are amortized over the term of the Senior Notes as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Senior Notes totaling $64,000 in 2022 and $38,000 in 2021 was included in interest expense in the consolidated statements of income.  

At December 31, 2022 and December 31, 2021, outstanding Senior Notes are as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Senior Notes with an aggregate par value of $15,000,000; bearing interest at 2.75% with an effective interest rate of 3.23%; maturing in June 2026	$	14,765	$	14,701
Total carrying value	$	14,765	$	14,701

SUBORDINATED DEBT

On May 19, 2021, the Corporation issued and sold $25.0 million in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Subordinated Notes"). The Subordinated Notes mature on June 1, 2031 and bear interest at a fixed annual rate of 3.25%, to June 1, 2026. From June 1, 2026 to maturity or early redemption, the interest rate will reset quarterly to an interest rate per annum equal to the three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York plus 259 basis points. The Corporation is entitled to redeem the Subordinated Notes, in whole or in part, at any time on or after June 1, 2026, and to redeem the Subordinated Notes at any time in whole upon certain other events. Any redemption of the Subordinated Notes will be subject to prior regulatory approval to the extent required.

The Subordinated Notes are not subject to redemption at the option of the holders. The Subordinated Notes are unsecured, subordinated obligations of the Corporation only and are not obligations of, and are not guaranteed by, any subsidiary of the Corporation. The Subordinated Notes rank junior in right to payment to the Corporation's current and future senior indebtedness, including the Senior Notes (described above). The Subordinated Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.

The Subordinated Notes were recorded, net of debt issuance costs of $563,000, at an initial carrying amount of $24,437,000. Debt issuance costs are amortized through June 1, 2026 as an adjustment of the effective interest rate. Amortization of debt issuance costs associated with the Subordinated Notes totaling $106,000 in 2022 and $63,000 in 2021 was included in interest expense in the consolidated statements of income.

At December 31, 2022 and 2021, outstanding subordinated debt agreements are as follows:

(In Thousands)	December 31,		December 31,
	2022		2021
Agreements with an aggregate par value of $6,500,000; bearing interest at 6.50%; maturing in April 2027 and redeemed at par in April 2022	$	0	$	6,500
Agreement with a par value of $2,000,000; bearing interest at 6.50% with an effective interest rate of 5.60%; maturing in July 2027 and redeemed at par in June 2022		0		2,008
Agreements with a par value of $25,000,000; bearing interest at 3.25% with an effective interest rate of 3.74%; maturing in June 2031 and redeemable at par in June 2026		24,607		24,501
Total carrying value	$	24,607	$	33,009

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13. EMPLOYEE AND POSTRETIREMENT BENEFIT PLANS

DEFINED BENEFIT PLANS

The Corporation sponsors a defined benefit health care plan that provides postretirement medical benefits and life insurance to employees who meet certain age and length of service requirements. Full-time employees no longer accrue service time toward the Corporation-subsidized portion of the medical benefits. The plan contains a cost-sharing feature which causes participants to pay for all future increases in costs related to benefit coverage. Accordingly, actuarial assumptions related to health care cost trend rates do not significantly affect the liability balance at December 31, 2022 and 2021 and are not expected to significantly affect the Corporation’s future expenses. The Corporation uses a December 31 measurement date for the postretirement plan.

In an acquisition in 2007, the Corporation assumed the Citizens Trust Company Retirement Plan, a defined benefit pension plan. This plan covers certain employees who were employed by Citizens Trust Company on December 31, 2002, when the plan was amended to discontinue admittance of any future participant and to freeze benefit accruals. Information related to the Citizens Trust Company Retirement Plan has been included in the tables that follow. The Corporation uses a December 31 measurement date for this plan.

The following table shows the funded status of the defined benefit plans:

	Pension				Postretirement
(In Thousands)	2022		2021		2022		2021
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year	$	1,128	$	1,101	$	1,297	$	1,347
Service cost		0		0		63		63
Interest cost		22		20		34		33
Plan participants' contributions		0		0		137		148
Actuarial (gain) loss		(199)		12		(394)		(65)
Benefits paid		(5)		(5)		(202)		(229)
Benefit obligation at end of year	$	946	$	1,128	$	935	$	1,297
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year	$	1,175	$	1,062	$	0	$	0
Actual return on plan assets		(169)		118		0		0
Employer contribution		0		0		65		81
Plan participants' contributions		0		0		137		148
Benefits paid		(5)		(5)		(202)		(229)
Fair value of plan assets at end of year	$	1,001	$	1,175	$	0	$	0
Funded status at end of year	$	55	$	47	$	(935)	$	(1,297)

At December 31, 2022 and 2021, the following pension plan and postretirement plan asset and liability amounts were recognized in the consolidated balance sheets:

	Pension				Postretirement
(In Thousands)	2022		2021		2022		2021
Other assets	$	55	$	47	$	0	$	0
Accrued interest and other liabilities		0		0		935		1,297

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At December 31, 2022 and 2021, the following items included in accumulated other comprehensive (loss) income had not been recognized as components of expense:

	Pension				Postretirement
(In Thousands)	2022		2021		2022		2021
Prior service cost	$	0	$	0	$	(155)	$	(186)
Net actuarial loss (gain)		179		182		(646)		(271)
Total	$	179	$	182	$	(801)	$	(457)

For the defined benefit pension plan, amortization of the net actuarial loss is expected to be $11,000 in 2023. For the postretirement plan, the estimated amount of prior service cost that will be amortized from accumulated other comprehensive (loss) income into net periodic benefit cost in 2023 is a reduction in expense of $31,000, and net actuarial gain of $36,000 is expected to be amortized in 2023.

The accumulated benefit obligation for the defined benefit pension plan was $946,000 at December 31, 2022 and $1,128,000 at December 31, 2021.

The components of net periodic benefit costs from defined benefit plans are as follows:

	Pension						Postretirement
(In Thousands)	2022		2021		2020		2022		2021		2020
Service cost	$	0	$	0	$	0	$	63	$	63	$	46
Interest cost		22		20		23		34		33		39
Expected return on plan assets		(35)		(30)		(27)		0		0		0
Amortization of prior service cost		0		0		0		(31)		(31)		(31)
Recognized net actuarial loss (gain)		8		19		16		(19)		(5)		(14)
Total net periodic benefit cost	$	(5)	$	9	$	12	$	47	$	60	$	40

The weighted-average assumptions used to determine net periodic benefit cost are as follows:

	Pension						Postretirement
	2022		2021		2020		2022		2021		2020
Discount rate	2.60	%	2.30	%	3.10	%	3.00	%	2.50	%	3.25	%
Expected return on plan assets	5.00	%	4.81	%	4.99	%	N/A		N/A		N/A
Rate of compensation increase	N/A		N/A		N/A		N/A		N/A		N/A

The weighted-average assumptions used to determine benefit obligations as of December 31, 2022 and 2021 are as follows:

	Pension				Postretirement
	2022		2021		2022		2021
Discount rate	5.05	%	2.60	%	5.25	%	3.00	%
Rate of compensation increase	N/A		N/A		N/A		N/A

Estimated future benefit payments, including only estimated employer contributions for the postretirement plan, which reflect expected future service, are as follows:

(In Thousands)	Pension		Postretirement
2023	$	646	$	64
2024		8		74
2025		8		81
2026		13		92
2027		8		87
2028-2032		291		398

No estimated minimum contribution to the defined benefit pension plan is required in 2023, though the Corporation may make discretionary contributions.

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The expected return on pension plan assets is a significant assumption used in the calculation of net periodic benefit cost. This assumption reflects the average long-term rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation.

The fair values of pension plan assets at December 31, 2022 and 2021 are as follows:

	2022		2021
Mutual funds invested principally in:
Cash and cash equivalents	3	%	3	%
Debt securities	39	%	38	%
Equity securities	50	%	51	%
Alternative funds	8	%	8	%
Total	100	%	100	%

C&N Bank’s Wealth Management Department manages the investment of the pension plan assets. The Plan’s securities include mutual funds invested principally in debt securities, a diversified mix of large, mid- and small-capitalization U.S. stocks, foreign stocks and alternative asset classes such as real estate, commodities, and inflation-protected securities. The fair values of plan assets are determined based on Level 1 inputs (as described in Note 21). The Plan’s assets do not include any shares of the Corporation’s common stock.

PROFIT SHARING AND DEFERRED COMPENSATION PLANS

The Corporation has a profit sharing plan that incorporates the deferred salary savings provisions of Section 401(k) of the Internal Revenue Code. The Corporation’s matching contributions to the Plan depend upon the tax deferred contributions of employees. The Corporation’s total basic and matching contributions were $1,415,000 in 2022, $1,299,000 in 2021 and $1,050,000 in 2020.

The Corporation has an Employee Stock Ownership Plan (ESOP). Contributions to the ESOP are discretionary, and the ESOP uses funds contributed to purchase Corporation stock for the accounts of ESOP participants. These purchases are made in the market (not directly from the Corporation), and employees are not permitted to purchase Corporation stock under the ESOP. The ESOP includes a diversification feature, which allows participants, upon reaching age 55 and 10 years of service (as defined), to sell up to 50% of their Corporation shares over a period of 6 years. As of December 31, 2022 and 2021, there were no shares allocated for repurchase by the ESOP.

Dividends paid on shares held by the ESOP are charged to retained earnings. All Corporation shares owned through the ESOP are included in the calculation of weighted-average shares outstanding for purposes of calculating earnings per share – basic and diluted. The ESOP held 564,353 shares of Corporation stock at December 31, 2022, 513,494 shares at December 31, 2021 and 481,478 shares at December 31, 2020, all of which had been allocated to Plan participants. The Corporation’s contributions to the ESOP totaled $1,170,000 in 2022, $1,040,000 in 2021 and $912,000 in 2020.

The Corporation has a nonqualified supplemental deferred compensation arrangement with its key officers. Charges to operating expense for officers’ supplemental deferred compensation were $391,000 in 2022, $301,000 in 2021 and $286,000 in 2020.

In connection with the Covenant acquisition, the Corporation assumed an obligation to provide a supplemental retirement benefit to a former Covenant executive. Under the terms of the agreement, the executive or his heirs will receive monthly payments totaling $1 million over a 10-year period starting in October 2025. Effective July 1, 2020, the Corporation recorded a liability of $499,000 representing the present value of the obligation prior to the executive fully vesting in the benefit. In 2020, the Corporation recorded expense of $360,000, which is included in merger-related expenses in the consolidated statements of income, representing the impact of the executive fully vesting upon the change in control. In addition, the Corporation recorded expense of $14,000 in 2022, $13,000 in 2021 and $6,000 in 2020, which is included in pensions and other employee benefits in the consolidated statements of income, representing the effective interest cost on the obligation. The discount rate used to measure the liability is 1.5%. The balance of the liability, which is included in accrued interest and other liabilities in the consolidated balance sheets, is $892,000 at December 31, 2022 and $878,000 at December 31, 2021.

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The Corporation also has a nonqualified deferred compensation plan that allows selected officers the option to defer receipt of cash compensation, including base salary and any cash bonuses or other cash incentives. This nonqualified deferred compensation plan does not provide for Corporation contributions.

STOCK-BASED COMPENSATION PLANS

The Corporation has a Stock Incentive Plan for a selected group of senior officers. A total of 850,000 shares of common stock may be issued under the Stock Incentive Plan. Awards may be made under the Stock Incentive Plan in the form of qualified options (“Incentive Stock Options,” as defined in the Internal Revenue Code), nonqualified options, stock appreciation rights or restricted stock. Historically through December 31, 2022, all awards made under this Plan have consisted of Incentive Stock Options or restricted stock. Incentive Stock Options have an exercise price equal to the market value of the stock at the date of grant, vest after 6 months and expire after 10 years. There are 52,128 shares available for issuance under the Stock Incentive Plan as of December 31, 2022.

Also, the Corporation has an Independent Directors Stock Incentive Plan. This plan permits awards of nonqualified stock options and/or restricted stock to non-employee directors. A total of 235,000 shares of common stock may be issued under the Independent Directors Stock Incentive Plan. The recipients’ rights to exercise stock options under this plan expire 10 years  from the date of grant. The exercise prices of all stock options awarded under the Independent Directors Stock Incentive Plan are equal to market value as of the dates of grant. There are 87,520 shares available for issuance under the Independent Directors Stock Incentive Plan as of December 31, 2022.

Total stock-based compensation expense is as follows:

(In Thousands)	2022		2021		2020
Restricted stock	$	1,260	$	1,214	$	1,050
Stock options		0		0		0
Total	$	1,260	$	1,214	$	1,050

The following summarizes non-vested restricted stock activity for the year ended December 31, 2022:

		Weighted
		Average
	Number	Grant Date
	of Shares	Fair Value
Outstanding, December 31, 2021	127,027	$	21.37
Granted	78,243	$	25.03
Vested	(59,268)	$	21.54
Forfeited	(10,782)	$	23.71
Outstanding, December 31, 2022	135,220	$	23.23

Compensation cost related to restricted stock is recognized based on the market price of the stock at the grant date over the vesting period, adjusted for estimated and actual forfeitures. As of December 31, 2022, there was $1,678,000 total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 1.4 years.

In 2022 and 2021, the Corporation awarded shares of restricted stock under the Stock Incentive Plan, as follows:

	2022	2021
Time-based awards to independent directors	9,588	10,989
Time-based awards to employees	51,638	50,178
Performance-based awards to employees	17,017	17,224
Total	78,243	78,391

Time-based restricted stock awards granted under the Independent Directors Stock Incentive Plan in 2022 and 2021 vest over one-year terms. Time-based restricted stock awards granted to employees in 2022 and 2021 vest ratably over three-year terms, subject to continued employment and satisfactory job performance. Performance-based restricted stock awards granted in 2022 and 2021 vest ratably over three-year terms, with vesting contingent upon meeting conditions based on the Corporation’s earnings as specified in the agreements.

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There were no stock options granted in 2022, 2021, or 2020. A summary of stock option activity is presented below:

	2022			2021			2020
		Weighted			Weighted			Weighted
		Average			Average			Average
		Exercise			Exercise			Exercise
	Shares	Price		Shares	Price		Shares	Price
Outstanding, beginning of year	24,218	$	20.01	57,111	$	18.92	75,897	$	18.69
Granted	0			0			0
Exercised	(13,654)	$	19.67	(22,429)	$	18.96	(17,222)	$	18.25
Forfeited	0			(3,156)	$	19.20	(1,564)	$	15.06
Expired	0			(7,308)	$	15.06	0	$
Outstanding, end of year	10,564	$	20.45	24,218	$	20.01	57,111	$	18.92
Options exercisable at year-end	10,564	$	20.45	24,218	$	20.01	57,111	$	18.92
Weighted-average fair value of options forfeited			N/A		$	4.59		$	4.26

The weighted-average remaining contractual term of outstanding stock options at December 31, 2022 was 1.0 years. The aggregate intrinsic value of stock options outstanding was $25,000 at December 31, 2022. The total intrinsic value of options exercised was $76,000 in 2022, $97,000 in 2021 and $128,000 in 2020.

The Corporation has issued shares from treasury stock for almost all stock option exercises through December 31, 2022. Management does not anticipate that stock repurchases will be necessary to accommodate stock option exercises in 2023.

In January 2023, the Corporation awarded 42,788 shares of restricted stock under the Stock Incentive Plan and 11,000 shares of restricted stock under the Independent Directors Stock Incentive Plans. The January 2023 restricted stock awards under the Stock Incentive Plan vest ratably over three years. The 2023 restricted stock issued under the Independent Directors Stock Incentive Plan vests over one year. Total estimated stock-based compensation expense for 2023 is $1,500,000. The restricted stock awards made in January 2023 are not included in the tables above.

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14. INCOME TAXES

The net deferred tax asset at December 31, 2022 and 2021 represents the following temporary difference components:

	December 31,		December 31,
(In Thousands)	2022		2021
Deferred tax assets:
Unrealized holding losses on securities	$	13,391	$	0
Allowance for loan losses		3,648		2,935
Purchase accounting adjustments on loans		938		1,621
Deferred compensation		1,149		965
Operating leases liability		907		821
Deferred loan origination fees		779		333
Net operating loss carryforward		659		778
Accrued incentive compensation		354		529
Other deferred tax assets		1,115		1,433
Total deferred tax assets		22,940		9,415
Deferred tax liabilities:
Unrealized holding gains on securities		0		1,278
Defined benefit plans - ASC 835		129		57
Bank premises and equipment		298		460
Core deposit intangibles		633		725
Right-of-use assets from operating leases		907		821
Other deferred tax liabilities		89		187
Total deferred tax liabilities		2,056		3,528
Deferred tax asset, net	$	20,884	$	5,887

The provision for income taxes includes the following:

(In Thousands)	2022		2021		2020
Currently payable	$	5,998	$	8,386	$	4,230
Tax expense resulting from allocations of certain tax benefits to equity or as a reduction in other assets		134		128		121
Deferred		(400)		(1,381)		(361)
Total provision	$	5,732	$	7,133	$	3,990

A reconciliation of income tax at the statutory rate to the Corporation’s effective rate is as follows:

	2022			2021			2020
(Dollars In Thousands)	Amount		%	Amount		%	Amount		%
Expected provision	$	6,794	21.0	$	7,914	21.0	$	4,875	21.0
Tax-exempt interest income		(1,029)	(3.2)		(921)	(2.4)		(808)	(3.5)
Increase in cash surrender value and other income from life insurance, net		(103)	(0.3)		(118)	(0.3)		(170)	(0.7)
ESOP dividends		(130)	(0.4)		(120)	(0.3)		(110)	(0.5)
State income tax, net of Federal benefit		296	0.9		375	1.0		172	0.7
Other, net		(96)	(0.3)		3	0.0		31	0.1
Effective income tax provision	$	5,732	17.7	$	7,133	18.9	$	3,990	17.2

In connection with the 2020 Covenant merger, the Corporation received a net operating loss (“NOL”) available to be carried forward against future federal taxable income of $4.6 million. Availability of the NOL does not expire; however, the amount that may be offset against taxable income is limited to approximately $563,000 per year and further limited annually to no more than 80% of taxable income without regard to the NOL. At December 31, 2022, the unused amount of the NOL is $3.1 million.

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The Corporation has no unrecognized tax benefits, nor pending examination issues related to tax positions taken in preparation of its income tax returns. With limited exceptions, the Corporation is no longer subject to examination by the Internal Revenue Service for years prior to 2019.

15. RELATED PARTY TRANSACTIONS

Loans to executive officers, directors of the Corporation and its subsidiaries and any associates of the foregoing persons are as follows:

	Beginning		New				Other		Ending
(In Thousands)	Balance		Loans		Repayments		Changes		Balance
13 directors, 10 executive officers 2022	$	13,911	$	1,949	$	(1,886)	$	530	$	14,504
13 directors, 9 executive officers 2021	$	18,445	$	1,249	$	(6,034)	$	251	$	13,911
13 directors, 9 executive officers 2020	$	14,455	$	242	$	(2,150)	$	5,898	$	18,445

In the table above, other changes represent net changes in the balance of existing lines of credit and transfers in and out of the related party category.

Deposits from related parties held by the Corporation amounted to $10,882,000 at December 31, 2022 and $10,124,000 at December 31, 2021.

16. OFF-BALANCE SHEET RISK

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate or liquidity risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of these instruments express the extent of involvement the Corporation has in particular classes of financial instruments.

The Corporation’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 Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Financial instruments whose contract amounts represent credit risk at December 31, 2022 and 2021 are as follows:

(In Thousands)	2022		2021
Commitments to extend credit	$	433,725	$	366,076
Standby letters of credit		15,822		10,079

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 Corporation evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation, for extensions of credit is based on management’s credit assessment of the counterparty.

Standby letters of credit are conditional commitments issued by the Corporation guaranteeing performance by a customer to a third party. Those guarantees are issued primarily to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Some of the standby letters of credit are collateralized by real estate or other assets, and others are unsecured. The extent to which proceeds from liquidation of collateral would be expected to cover the maximum potential amount of future payments related to standby letters of credit is not estimable. The Corporation has recorded no liability associated with standby letters of credit as of December 31, 2022 and 2021.

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Standby letters of credit as of December 31, 2022 expire as follows:

Year of Expiration	(In Thousands)
2023	$	15,110
2024		311
2025		348
2026		25
2028		28
Total	$	15,822

17. OPERATING LEASE COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Operating leases in which the Corporation is the lessee are recorded as operating lease Right of Use ("ROU") assets and operating lease liabilities, included in other assets and other liabilities, respectively, on the consolidated balance sheets. The Corporation does not currently have any finance leases. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities were recognized as of the date of adoption of ASU 2017-02 based on the present value of the remaining lease payments using a discount rate that represented the then Corporation’s incremental borrowing rate at the date of initial application.

Operating lease expense, which is comprised of amortization of the ROU assets and the implicit interest accreted on the operating lease liability, is recognized on a straight line basis over the remaining lease term of the operating lease, and is recorded in office occupancy expense in the consolidated statements of income. The leases relate to Bank branches with remaining lease terms of generally 1 to 10 years.

The Corporation leases certain branch locations, office space and equipment. All leases are classified as operating leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term.

Certain leases include options to renew, with renewal terms that can extend the lease term from one to eight years that are reasonably certain of being exercised. The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded with the remaining lease term as of January 1, 2019 for leases that existed at adoption and as of the lease commencement date for leases subsequently entered into after January 1, 2019. At December 31, 2022, discount rates ranged from 0.84% to 3.50% with a weighted-average discount rate of 1.98%. At December 31, 2022, the weighted-average remaining lease term was 5.1 years. At December 31, 2021, the weighted-average discount rate was 1.90% and the weighted-average remaining lease term was 4.8 years.

As shown in the table below, at December 31, 2022, right-of-use assets of $4,133,000 were included in other assets, and the related lease liabilities totaling the same amount were included in accrued interest and other liabilities, in the consolidated balance sheets. At December 31, 2021, right of use assets and the related liabilities totaled $3,751,000.

	December 31,		December 31,
(In Thousands)	2022		2021
Other assets	$	4,133	$	3,751
Other liabilities	$	4,133	$	3,751

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In 2022, 2021 and 2020, operating lease expenses are included in the following line item of the consolidated statements of income:

(In Thousands)	2022		2021		2020
Net occupancy and equipment expense	$	599	$	492	$	371
Total	$	599	$	492	$	371

A maturity analysis of the Corporation’s lease liabilities at December 31, 2022 is as follows:

(In Thousands)

Lease Payments Due

2023	$	643
2024		622
2025		593
2026		532
2027		509
Thereafter		1,565
Total lease payments		4,464
Discount on cash flows		(331)
Total lease liabilities	$	4,133

Litigation Matters

In the normal course of business, the Corporation is subject to pending and threatened litigation in which claims for monetary damages are asserted. In management’s opinion, the Corporation’s financial position and results of operations would not be materially affected by the outcome of these legal proceedings.

Trust Department Tax Reporting Contingency

The Corporation has incurred operational losses from compliance oversight related to trust department tax preparation and administration activities that occurred prior to 2020. In 2020, the Corporation made changes in internal controls and personnel responsible for trust department tax administration activities. Management implemented the changes in internal controls and personnel in an effort to mitigate and prevent the likelihood of new instances of non-compliance from trust department tax administration activities. In 2022, the Corporation recorded a net reduction in expense of $459,000 related to trust department tax compliance matters, resulting mainly from favorable rulings on two matters. Losses related to trust department tax compliance matters totaled $164,000 in 2021 and $571,000 in 2020. The net reduction in expense in 2022 and the losses in 2021 and 2020 are included in other noninterest expense in the consolidated statements of income. The balance of accrued interest and other liabilities in the consolidated balance sheets includes $122,000 at December 31, 2022 and $465,000 at December 31, 2021 related to trust department tax compliance matters.

18. REGULATORY MATTERS

In August 2018, the Federal Reserve Board issued an interim final rule that expanded applicability of the Board’s small bank holding company policy statement. The interim final rule raised the policy statement’s asset threshold from $1 billion to $3 billion in total consolidated assets for a bank holding company or savings and loan holding company that: (1) is not engaged in significant nonbanking activities; (2) does not conduct significant off-balance sheet activities; and (3) does not have a material amount of debt or equity securities, other than trust-preferred securities, outstanding. The interim final rule provides that, if warranted for supervisory purposes, the Federal Reserve may exclude a company from the threshold increase. Management believes the Corporation meets the conditions of the Federal Reserve’s small bank holding company policy statement and is therefore excluded from consolidated capital requirements at December 31, 2022; however, C&N Bank remains subject to regulatory capital requirements administered by the federal banking agencies.

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Details concerning capital ratios at December 31, 2022 and December 31, 2021 are presented below. Management believes, as of December 31, 2022, that C&N Bank meets all capital adequacy requirements to which it is subject and maintains a capital conservation buffer (described in more detail below) that allows the Bank to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Further, as reflected in the table below, the Corporation’s and C&N Bank’s capital ratios at December 31, 2022 and December 31, 2021 exceed the Corporation’s Board policy threshold levels.

											Minimum To Be Well
					Minimum			Minimum To Maintain			Capitalized Under			Minimum To Meet
					Capital			Capital Conservation			Prompt Corrective			the Corporation's
	Actual				Requirement			Buffer at Reporting Date			Action Provisions			Policy Thresholds
(Dollars In Thousands)		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount	Ratio		Amount		Ratio
December 31, 2022:
Total capital to risk-weighted assets:
Consolidated	$	285,397	15.72	%	N/A	N/A		N/A	N/A		N/A	N/A		$	190,590	³10.5	%
C&N Bank		265,784	14.68	%	144,873	³8	%	190,145	³10.5	%	181,091	³10	%		190,145	³10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		243,750	13.43	%	N/A	N/A		N/A	N/A		N/A	N/A			154,287	³8.5	%
C&N Bank		248,744	13.74	%	108,654	³6	%	153,927	³8.5	%	144,873	³8	%		153,927	³8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		243,750	13.43	%	N/A	N/A		N/A	N/A		N/A	N/A			127,060	³7	%
C&N Bank		248,744	13.74	%	81,491	³4.5	%	126,764	³7.0	%	117,709	³6.5	%		126,764	³7	%
Tier 1 capital to average assets:
Consolidated		243,750	10.11	%	N/A	N/A		N/A	N/A		N/A	N/A			192,941	³8	%
C&N Bank		248,744	10.38	%	95,826	³4	%	N/A	N/A		119,783	³5	%		191,652	³8	%
December 31, 2021:
Total capital to risk-weighted assets:
Consolidated	$	287,614	18.21	%	N/A	N/A		N/A	N/A		N/A	N/A		$	165,846	³10.5	%
C&N Bank		252,606	16.04	%	126,012	³8	%	165,390	³10.5	%	157,514	³10	%		165,390	³10.5	%
Tier 1 capital to risk-weighted assets:
Consolidated		240,433	15.22	%	N/A	N/A		N/A	N/A		N/A	N/A			134,256	³8.5	%
C&N Bank		238,434	15.14	%	94,509	³6	%	133,887	³8.5	%	126,012	³8	%		133,887	³8.5	%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		240,433	15.22	%	N/A	N/A		N/A	N/A		N/A	N/A			110,564	³7	%
C&N Bank		238,434	15.14	%	70,881	³4.5	%	110,260	³7.0	%	102,384	³6.5	%		110,260	³7	%
Tier 1 capital to average assets:
Consolidated		240,433	10.53	%	N/A	N/A		N/A	N/A		N/A	N/A			182,683	³8	%
C&N Bank		238,434	10.52	%	90,688	³4	%	N/A	N/A		113,360	³5	%		181,376	³8	%

Federal regulatory authorities impose a capital rule providing that, to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization subject to the rule must hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. The buffer is measured relative to risk-weighted assets. At December 31, 2022, the minimum risk-based capital ratios, and the capital ratios including the capital conservation buffer, are as follows:

Minimum common equity tier 1 capital ratio	4.5	%
Minimum common equity tier 1 capital ratio plus capital conservation buffer	7.0	%
Minimum tier 1 capital ratio	6.0	%
Minimum tier 1 capital ratio plus capital conservation buffer	8.5	%
Minimum total capital ratio	8.0	%
Minimum total capital ratio plus capital conservation buffer	10.5	%

A banking organization with a buffer greater than 2.5% over the minimum risk-based capital ratios would not be subject to additional limits on dividend payments or discretionary bonus payments; however, a banking organization with a buffer less than 2.5% would be subject to increasingly stringent limitations as the buffer approaches zero. Also, a banking organization is prohibited from making dividend payments or discretionary bonus payments if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% as of the beginning of that quarter. Eligible net income is defined as net income for the four calendar

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quarters preceding the current calendar quarter, net of any distributions and associated tax effects not already reflected in net income. A summary of payout restrictions based on the capital conservation buffer is as follows:

Capital Conservation Buffer	Maximum Payout
(as a % of risk-weighted assets)	(as a % of eligible retained income)
Greater than 2.5%	No payout limitation applies
≤2.5% and >1.875%	60	%
≤1.875% and >1.25%	40	%
≤1.25% and >0.625%	20	%
≤0.625%	0	%

At December 31, 2022, C&N Bank’s Capital Conservation Buffer, determined based on the minimum total capital ratio, was 6.68%.

Banking regulators limit the amount of dividends that may be paid by C&N Bank to the Corporation. Retained earnings against which dividends may be paid without prior approval of the banking regulators amounted to approximately $96,803,000 at December 31, 2022, subject to the minimum capital ratio requirements noted above.

Restrictions imposed by federal law prohibit the Corporation from borrowing from C&N Bank unless the loans are secured in specific amounts. Such secured loans to the Corporation are generally limited to 10% of C&N Bank’s tangible stockholder’s equity (excluding accumulated other comprehensive income) or $24,614,000 at December 31, 2022.

19. PARENT COMPANY ONLY

The following is condensed financial information for Citizens & Northern Corporation:

CONDENSED BALANCE SHEET	Dec. 31,		Dec. 31,
(In Thousands)	2022		2021
ASSETS
Cash	$	17,867	$	33,518
Investment in subsidiaries:
Citizens & Northern Bank		254,809		298,797
Citizens & Northern Investment Corporation		12,453		13,085
Bucktail Life Insurance Company		3,637		3,825
Other assets		33		33
TOTAL ASSETS	$	288,799	$	349,258
LIABILITIES AND STOCKHOLDERS' EQUITY
Senior notes, net	$	14,765	$	14,701
Subordinated debt, net		24,607		33,009
Other liabilities		102		143
Stockholders' equity		249,325		301,405
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	288,799	$	349,258

CONDENSED INCOME STATEMENT
(In Thousands)	2022		2021		2020
Dividends from Citizens & Northern Bank	$	19,483	$	20,200	$	38,507
Expenses		(1,695)		(1,691)		(1,488)
Income before equity in undistributed income (excess distributions) of subsidiaries		17,788		18,509		37,019
Equity in undistributed income (excess distributions) of subsidiaries		8,830		12,045		(17,797)
NET INCOME	$	26,618	$	30,554	$	19,222

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CONDENSED STATEMENT OF CASH FLOWS
(In Thousands)	2022		2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	26,618	$	30,554	$	19,222
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of purchase accounting adjustment		(14)		(43)		(38)
Amortization of debt issuance costs		170		101		0
Equity in (undistributed income) excess distributions of subsidiaries		(8,830)		(12,045)		17,797
(Increase) decrease in other assets		0		(29)		105
(Decrease) increase in other liabilities		(41)		(16)		13
Net Cash Provided by Operating Activities		17,903		18,522		37,099
CASH FLOWS FROM INVESTING ACTIVITIES,
Net cash used in business combination		0		0		(21,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior notes and subordinated debt		0		39,100		0
Repayment of subordinated debt		(8,500)		(8,000)		0
Proceeds from sale of treasury stock		160		212		131
Purchase of treasury stock		(9,349)		(7,586)		(163)
Dividends paid		(15,865)		(15,976)		(14,469)
Net Cash (Used in) Provided by Financing Activities		(33,554)		7,750		(14,501)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(15,651)		26,272		761
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		33,518		7,246		6,485
CASH AND CASH EQUIVALENTS, END OF YEAR	$	17,867	$	33,518	$	7,246
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Investment of net assets acquired in business combination in Citizens & Northern Bank	$	0	$	0	$	73,426
Common equity issued in business combination	$	0	$	0	$	41,429
Subordinated debt assumed in business combination	$	0	$	0	$	10,091
Other liabilities assumed in business combination	$	0	$	0	$	69
Interest paid	$	1,433	$	1,567	$	655

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20. DERIVATIVE FINANCIAL INSTRUMENTS

The Corporation is a party to derivative financial instruments. These financial instruments consist of interest rate swap agreements and risk participation agreements (RPAs) which contain master netting and collateral provisions designed to protect the party at risk.

Interest rate swaps with commercial loan banking customers were executed to facilitate their respective risk management strategies. Under the terms of these arrangements, the commercial banking customers effectively exchanged their floating interest rate exposures on loans into fixed interest rate exposures. Those interest rate swaps have been simultaneously economically hedged by offsetting interest rate swaps with a third party, such that the Corporation has effectively exchanged its fixed interest rate exposures for floating rate exposures. These derivatives are not designated as hedges and are not speculative. Rather, these derivatives result from a service provided to certain customers. As the interest rate swaps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

The aggregate notional amount of interest rate swaps was $155,214,000 at December 31, 2022 and $123,094,000 at December 31, 2021. The Corporation originated one interest rate swap with a notional amount of $24,000,000 in 2022 and originated no interest rate swaps in 2021. There were no gross amounts of interest rate swap-related assets and liabilities not offset in the consolidated balance sheets at December 31, 2022. The net impact of interest rate swaps on interest income on loans was a reduction of $342,000 in 2022, $1,347,000 in 2021 and $698,000 in 2020. Fee income on the interest swap originated in 2022 of $290,000 is included in other noninterest income in the consolidated statements of income.

The Corporation has entered into an RPA with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed.  This type of derivative is referred to as an “RPA In.” In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation purchased an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA Out.”  The net impact on the consolidated statements of income from RPAs was a reduction in other noninterest income of $14,000 in 2022.  The Corporation did not enter into any RPAs prior to 2022.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets at December 31, 2022 and 2021:

(In Thousands)	At December 31, 2022								At December 31, 2021
	Asset Derivatives				Liability Derivatives				Asset Derivatives				Liability Derivatives
	Notional		Fair		Notional		Fair		Notional		Fair		Notional		Fair
	Amount		Value (1)		Amount		Value (2)		Amount		Value (1)		Amount		Value (2)
Interest rate swap agreements	$	77,607	$	3,638	$	77,607	$	3,638	$	61,547	$	3,104	$	61,547	$	3,104
RPA Out		7,200		0		0		0		0		0		0		0
RPA In		0		0		10,000		19		0		0		0		0

(1) Included in other assets in the consolidated balance sheets.

(2) Included in accrued interest and other liabilities in the consolidated balance sheets.

The Corporation’s agreements with its derivative counterparties provide that if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations. Further, if the Corporation were to fail to maintain its status as a well or adequately capitalized institution, then the counterparties could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements. Available-for-sale securities with a carrying value of $2,259,000 were pledged as collateral against the Corporation’s liability related to the interest rate swaps at December 31, 2022.

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21. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation measures certain assets at fair value. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Corporation for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets and other observable inputs.

Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows and other similar techniques.

The Corporation monitors and evaluates available data relating to fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date of an event or change in circumstances that affects the valuation method chosen. Examples of such changes may include the market for a particular asset becoming active or inactive, changes in the availability of quoted prices, or changes in the availability of other market data.

At December 31, 2022 and 2021, assets measured at fair value and the valuation methods used are as follows:

	December 31, 2022
	Quoted
	Prices		Other
	in Active		Observable		Unobservable		Total
	Markets		Inputs		Inputs		Fair
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	31,836	$	0	$	0	$	31,836
Obligations of U.S. Government agencies		0		23,430		0		23,430
Bank holding company debt securities		0		25,386		0		25,386
Obligations of states and political subdivisions:
Tax-exempt		0		132,623		0		132,623
Taxable		0		56,812		0		56,812
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		99,941		0		99,941
Residential collateralized mortgage obligations		0		40,296		0		40,296
Commercial mortgage-backed securities		0		79,686		0		79,686
Private label commercial mortgage-backed securities		0		8,023		0		8,023
Total available-for-sale debt securities		31,836		466,197		0		498,033
Marketable equity security		859		0		0		859
Servicing rights		0		0		2,653		2,653
Interest rate swap agreements, assets		0		3,638		0		3,638
Total recurring fair value measurements, assets	$	32,695	$	469,835	$	2,653	$	505,183
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	3,638	$	0	$	3,638
Nonrecurring fair value measurements, assets:
Impaired loans, net	$	0	$	0	$	3,007	$	3,007
Foreclosed assets held for sale		0		0		275		275
Total nonrecurring fair value measurements, assets	$	0	$	0	$	3,282	$	3,282

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	December 31, 2021
	Quoted
	Prices		Other
	in Active		Observable		Unobservable		Total
	Markets		Inputs		Inputs		Fair
(In Thousands)	(Level 1)		(Level 2)		(Level 3)		Value
Recurring fair value measurements, assets:
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligations of the U.S. Treasury	$	24,912	$	0	$	0	$	24,912
Obligations of U.S. Government agencies		0		24,091		0		24,091
Bank holding company debt securities		0		17,987		0		17,987
Obligations of states and political subdivisions:
Tax-exempt		0		148,028		0		148,028
Taxable		0		72,765		0		72,765
Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:
Residential pass-through securities		0		98,181		0		98,181
Residential collateralized mortgage obligations		0		44,247		0		44,247
Commercial mortgage-backed securities		0		87,468		0		87,468
Total available-for-sale debt securities		24,912		492,767		0		517,679
Marketable equity security		971		0		0		971
Servicing rights		0		0		2,329		2,329
Interest rate swap agreements, assets		0		3,104		0		3,104
Total recurring fair value measurements, assets	$	25,883	$	495,871	$	2,329	$	524,083
Recurring fair value measurements, liabilities,
Interest rate swap agreements, liabilities	$	0	$	3,104	$	0	$	3,104
Nonrecurring fair value measurements, assets:
Impaired loans, net	$	0	$	0	$	5,800	$	5,800
Foreclosed assets held for sale		0		0		684		684
Total nonrecurring fair value measurements, assets	$	0	$	0	$	6,484	$	6,484

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Management’s evaluation and selection of valuation techniques and the unobservable inputs used in determining the fair values of assets valued using Level 3 methodologies include sensitive assumptions. Other market participants might use substantially different assumptions, which could result in calculations of fair values that would be substantially different than the amount calculated by management. The following table shows quantitative information regarding significant techniques and inputs used at December 31, 2022 and 2021 for servicing rights assets measured using unobservable inputs (Level 3 methodologies) on a recurring basis:

	Fair Value at
	12/31/2022		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				12/31/2022
Servicing rights	$	2,653	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		133.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late
						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs

	Fair Value at
	12/31/2021		Valuation	Unobservable				Method or Value As of
Asset	(In Thousands)		Technique	Input(s)				12/31/2021
Servicing rights	$	2,329	Discounted cash flow	Discount rate		13.00	%	Rate used through modeling period
				Loan prepayment speeds		209.00	%	Weighted-average PSA
				Servicing fees		0.25	%	of loan balances
						4.00	%	of payments are late
						5.00	%	late fees assessed
					$	1.94		Miscellaneous fees per account per month
				Servicing costs	$	6.00		Monthly servicing cost per account
					$	24.00		Additional monthly servicing cost per loan on loans more than 30 days delinquent
						1.50	%	of loans more than 30 days delinquent
						3.00	%	annual increase in servicing costs

The fair value of servicing rights is affected by expected future interest rates. Increases (decreases) in future expected interest rates tend to increase (decrease) the fair value of the Corporation’s servicing rights because of changes in expected prepayment behavior by the borrowers on the underlying loans.

Following is a reconciliation of activity for Level 3 assets (servicing rights) measured at fair value on a recurring basis:

(In Thousands)	Years Ended December 31,
	2022		2021		2020
Servicing rights balance, beginning of period	$	2,329	$	1,689	$	1,277
Originations of servicing rights		198		708		988
Unrealized gain (loss) included in earnings		126		(68)		(576)
Servicing rights balance, end of period	$	2,653	$	2,329	$	1,689

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Loans are classified as impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Foreclosed assets held for sale consist of real estate acquired by foreclosure. For impaired commercial loans secured by real estate and foreclosed assets held for sale, estimated fair values are determined primarily using values from third-party appraisals. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

At December 31, 2022 and 2021, quantitative information regarding significant techniques and inputs used for nonrecurring fair value measurements using unobservable inputs (Level 3 methodologies) are as follows:

(Dollars In Thousands)									Weighted
			Valuation						Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at
Asset	12/31/2022		12/31/2022		12/31/2022		Technique	Inputs	12/31/2022
Impaired loans:
Commercial:
Commercial loans secured by real estate	$	3,400	$	427	$	2,973	Sales comparison	Discount to appraised value	25	%
Commercial and industrial		60		26		34	Liquidation of assets	Discount to appraised value	33	%
Total impaired loans	$	3,460	$	453	$	3,007
Foreclosed assets held for sale - real estate:
Commercial real estate	$	275	$	0	$	275	Sales comparison	Discount to appraised value	50	%
Total foreclosed assets held for sale	$	275	$	0	$	275

(Dollars In Thousands)									Weighted
			Valuation						Average
	Balance at		Allowance at		Fair Value at		Valuation	Unobservable	Discount at
Asset	12/31/2021		12/31/2021		12/31/2021		Technique	Inputs	12/31/2021
Impaired loans:
Commercial:
Commercial loans secured by real estate	$	6,468	$	668	$	5,800	Sales comparison	Discount to appraised value	27	%
Commercial and industrial		72		72		0	Liquidation of assets	Discount to appraised value	100	%
Total impaired loans	$	6,540	$	740	$	5,800
Foreclosed assets held for sale - real estate:
Commercial real estate	$	428	$	0	$	428	Sales comparison	Discount to appraised value	50	%
Residential (1-4 family)		256		0		256	Sales comparison	Discount to appraised value	53	%
Total foreclosed assets held for sale	$	684	$	0	$	684

Certain of the Corporation’s financial instruments are not measured at fair value in the consolidated financial statements. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from disclosure requirements. Therefore, the aggregate fair value amounts presented may not represent the underlying fair value of the Corporation.

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The estimated fair values, and related carrying amounts, of the Corporation’s financial instruments that are not recorded at fair value are as follows:

(In Thousands)	Fair Value	December 31, 2022				December 31, 2021
	Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	47,698	$	47,698	$	95,848	$	95,848
Certificates of deposit	Level 2		7,350		6,956		9,100		9,142
Restricted equity securities (included in other assets)	Level 2		14,418		14,418		9,562		9,562
Loans, net	Level 3		1,723,425		1,674,002		1,551,312		1,573,955
Accrued interest receivable	Level 2		8,653		8,653		7,235		7,235
Financial liabilities:
Deposits with no stated maturity	Level 2		1,702,404		1,702,404		1,639,167		1,639,167
Time deposits	Level 2		295,189		293,814		285,893		286,962
Short-term borrowings	Level 2		80,062		80,062		1,803		1,603
Long-term borrowings	Level 2		62,347		60,944		28,042		28,347
Senior debt	Level 2		14,765		9,712		14,701		15,016
Subordinated debt	Level 2		24,607		16,186		33,009		33,171
Accrued interest payable	Level 2		461		461		205		205

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Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors of

Citizens & Northern Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Citizens & Northern Corporation and subsidiaries (collectively the "Corporation") as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Corporation’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Corporation’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation's consolidated financial statements and an opinion on the Corporation’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

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

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Loan Losses – Qualitative Factors

Critical Audit Matter Description

As described in Note 1 and Note 8 to the Corporation’s consolidated financial statements, the allowance for loan losses consists of two major components: (1) a specific component consisting of the valuation allowance for loans individually evaluated for impairment (“specific component”) and (2) a general component consisting of the valuation allowance for pools of loans with similar risk characteristics collectively evaluated for impairment (“general reserves”). The general reserves are further broken down as reserves assigned to each pool of loans based on both historical net charge-off experience and reserves related to qualitative factors.

The determination of the allowance for loan losses requires significant estimates and subjective assumptions which require a high degree of judgment relating to how those assumptions impact probable incurred credit losses within the loan portfolio. Changes in these assumptions could have a material effect on the Corporation’s financial results. Qualitative risk factors are evaluated for the impact on each of the three distinct loan segments (residential mortgage, commercial and consumer) within the loan portfolio. Each qualitative factor is assigned a value to reflect improving, stable or declining conditions based on management’s judgment using relevant information available at the time of the evaluation. Management has designed qualitative factors that include such factors as 1) economic conditions within its market area, 2) the Corporation’s lending policies, 3) changes or trends in the portfolio, 4) risk profile, 5) competition, and 6) regulatory requirements. To formulate the additional allocations to the allowance for loan losses for general reserve qualitative factors, management multiplies the outstanding principal balance of the various loan classes by the applicable qualitative factor.

Management’s identification and analysis of these issues requires significant judgment. We identified the estimate of the general reserve's qualitative factors of the allowance for loan losses as a critical audit matter as auditing the underlying qualitative factors requires significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included, among others:

● Obtaining an understanding of the management review control over the determination, review and approval of the qualitative factors, including controls over the underlying internal and external data inputs, and testing such control for design and operating effectiveness.

● Evaluating the reasonableness of management’s judgments related to qualitative factor adjustments to determine if they are calculated in accordance with management’s policies and consistently applied.

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● Evaluating the relevance and reliability of underlying internal and external data inputs used as a basis for the qualitative factor adjustments and corroborating these inputs by comparing to the Corporation’s lending practices, historical loan portfolio performance, and third-party macroeconomic data, as well as considering current economic factors.

● Analytically evaluate changes that occurred in the allowance for loan losses.

/s/ Baker Tilly US, LLP

We have served as the Corporation’s auditor since 1979.

Pittsburgh, Pennsylvania
March 16, 2023

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to ensure that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Corporation’s management is responsible for establishing and maintaining effective internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Corporation’s system of internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Corporation’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Corporation’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of the Corporation’s management and directors; and (3) provide reasonable assurance regarding prevention, or timely detection and correction of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements.

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

There were no changes in the Corporation’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

The Corporation’s management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on that assessment, we concluded that, as of December 31, 2022, the Corporation’s internal control over financial reporting is effective based on the criteria established in Internal Control – Integrated Framework (2013).

Baker Tilly US, LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements, has issued an audit report on the Corporation’s internal control over financial reporting as of December 31, 2022. That report appears immediately prior to this report.

March 16, 2023	By:	/s/ J. Bradley Scovill
Date		President and Chief Executive Officer
March 16, 2023	By:	/s/ Mark A. Hughes
Date		Treasurer and Chief Financial Officer

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ITEM 9B. OTHER INFORMATION

There was no information the Corporation was required to disclose in a report on Form 8-K during the fourth quarter 2022 that was not disclosed.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning Directors and Executive Officers is incorporated herein by reference to disclosure under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Information Concerning Security Ownership” and “Meetings and Committees of the Board of Directors” of the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders to be held on April 20, 2023.

The Corporation’s Board of Directors has adopted a Code of Ethics, available on the Corporation’s web site at www.cnbankpa.com for the Corporation’s employees, officers and directors. (The provisions of the Code of Ethics are also included in the Corporation’s employee handbook.)

ITEM 11. EXECUTIVE COMPENSATION

Information concerning executive compensation is incorporated herein by reference to disclosure under the captions “Compensation Discussion and Analysis” and “Executive Compensation Tables” of the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders to be held on April 20, 2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference to disclosure under the caption “Beneficial Ownership of Executive Officers and Directors” of the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders to be held on April 20, 2023.

“Equity Compensation Plan Information” as required by Item 201(d) of Regulation S-K is incorporated by reference herein from Item 5 (Market for Registrant’s Common Equity and Related Stockholder Matters) of this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning loans and deposit balances with Directors and Executive Officers is provided in Note 15 to the Consolidated Financial Statements, which is included in Part II, Item 8 of this Annual Report on Form 10-K. Additional information, including information concerning director independence, is incorporated herein by reference to disclosure appearing under the captions “Director Independence” and “Related Person Transaction and Policies” of the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders to be held on April 20, 2023.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning services provided by the Corporation’s independent auditor Baker Tilly US, LLP, the audit committee’s pre-approval policies and procedures for such services, and fees paid by the Corporation to that firm, is incorporated herein by reference to disclosure under the caption “Fees of Independent Public Accountants” of the Corporation’s proxy statement dated March 10, 2023 for the annual meeting of stockholders to be held on April 20, 2023.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1). The following consolidated financial statements are set forth in Part II, Item 8:

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 23)	94-97
Financial Statements:
Consolidated Balance Sheets - December 31, 2022 and 2021	42
Consolidated Statements of Income - Years Ended December 31, 2022, 2021 and 2020	43
Consolidated Statements of Comprehensive (Loss) Income - Years Ended December 31, 2022, 2021 and 2020	44
Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2022, 2021 and 2020	45
Consolidated Statements of Cash Flows - Years Ended December 31, 2022, 2021 and 2020	46-47
Notes to Consolidated Financial Statements	48-94

(a) (2) Financial statement schedules are not applicable or included in the financial statements or related notes.

2. Plan of acquisition, reorganization, arrangement, liquidation or succession:
2.1 Agreement and Plan of Merger dated December 18, 2019, between the Corporation and Covenant Financial, Inc.	Incorporated by reference to Exhibit 2.1 of the Corporation’s Form 8-K filed December 18, 2019
3.1 Articles of Incorporation	Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 10-Q filed May 6, 2022
3.2 By-laws	Incorporated by reference to Exhibit 3.1 of the Corporation's Form 8-K filed February 18, 2022
4. Instruments defining the rights of securities holders, including Indentures
4.1 Indenture, dated May 19, 2021 between Citizens & Northern Corporation and UMB Bank, National Association, as trustee	Incorporated by reference to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021
4.2 Form of Subordinated Note	Incorporated by reference to Exhibit A-2 to Exhibit 4.1 of the Corporation’s Form 8-K filed May 19, 2021
4.3 Form of Senior Note	Incorporated by reference to Exhibit 4.3 of the Corporation’s Form 8-K filed May 19, 2021
4.4 Description of registrant’s securities	Incorporated by reference to Exhibit 4.(vi) of the Corporation’s Form 10-K filed February 20, 2020
9. Voting trust agreement	Not applicable
10. Material contracts:
10.1 Form of Time-Based Restricted Stock agreement dated January 31, 2023 between the Corporation and	Filed herewith

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Executive Officers pursuant to the Citizens & Northern Corporation Stock Incentive Plan
10.2 Form of Performance-Based Restricted Stock Agreement dated January 31, 2023 between the Corporation and Executive Officers pursuant to the Citizens & Northern Corporation Stock Incentive Plan	Filed herewith
10.3 Form of Restricted Stock agreement dated January 31, 2023 between the Corporation and its independent directors pursuant to the Citizens & Northern Corporation Independent Directors Stock Incentive Plan	Filed herewith
10.4 2023 Annual Performance Incentive Award Plan	Filed herewith
10.5 2023 Annual Performance Incentive Award Plan - Mortgage Lenders	Filed herewith
10.6 First Amendment to Deferred Compensation Agreement dated June 17, 2021	Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 22, 2022
10.7 Deferred Compensation Agreement dated December 17, 2015	Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on February 15, 2018
10.8 Second Amendment to Employment Agreement dated August 24, 2018 between the Corporation and J. Bradley Scovill	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on August 24, 2018
10.9 First Amendment to Employment Agreement dated June 26, 2017 between the Corporation and J. Bradley Scovill	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on June 27, 2017
10.10 Employment agreement dated March 2, 2015 between the Corporation and J. Bradley Scovill	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 8-K on February 9, 2015
10.11 Employment agreement dated September 19, 2013 between the Corporation and Mark A. Hughes	Incorporated by reference to Exhibit 10.2 filed with Corporation’s Form 8-K on September 19, 2013
10.12 Employment agreement dated September 19, 2013 between the Corporation and Harold F. Hoose, III	Incorporated by reference to Exhibit 10.3 filed with Corporation’s Form 8-K on September 19, 2013
10.13 Employment agreement dated December 18, 2019 between the Corporation and Blair T. Rush	Incorporated by reference to Exhibit 10.15 filed with Corporation’s Form 10-K on March 5, 2021
10.14 Employment agreement dated April 6, 2021 between the Corporation and Alexander Balagour	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on August 6, 2021
10.15 Form of Indemnification Agreement dated September 20, 2018 between the Corporation and J. Bradley Scovill	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on November 1, 2018

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10.16 Form of Indemnification Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins	Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 10-K on February 15, 2018
10.17 Form of Indemnification Agreement dated February 11, 2015 between the Corporation and Stan R. Dunsmore	Incorporated by reference to Exhibit 10.9 filed with Corporation’s Form 10-K on February 26, 2015
10.18 Form of Indemnification Agreement dated January 19, 2011 between the Corporation and John M. Reber	Incorporated by reference to Exhibit 10.8 filed with Corporation’s Form 10-K on March 1, 2011
10.19 Form of Indemnification Agreements dated May 2004 between the Corporation and the Directors and certain officers	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-K on March 14, 2005
10.20 Form of Indemnification Agreement dated February 16, 2021 between the Corporation and Blair T. Rush	Incorporated by reference to Exhibit 10.23 filed with Corporation’s Form 10-K on March 5, 2021
10.21 Change in Control Agreement dated January 9, 2018 between the Corporation and Tracy E. Watkins	Incorporated by reference to Exhibit 10.7 filed with Corporation’s Form 10-K on February 15, 2018
10.22 Change in Control Agreement dated March 17, 2015 between the Corporation and Stan R. Dunsmore	Incorporated by reference to Exhibit 10.1 filed with Corporation’s Form 10-Q on May 8, 2015
10.23 Change in Control Agreement dated January 20, 2005 between the Corporation and John M. Reber	Incorporated by reference to Exhibit 10.18 filed with Corporation’s Form 10-K on February 18, 2016
10.24 Change in Control Agreement dated December 31, 2003 between the Corporation and Thomas L. Rudy, Jr.	Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-K on March 14, 2005
10.25 Executive Compensation Recoupment Policy dated September 19, 2013	Incorporated by reference to Exhibit 10.5 filed with Corporation’s Form 8-K on September 19, 2013
10.26 Fifth Amendment to Citizens & Northern Corporation Stock Incentive Plan	Incorporated by reference to Exhibit 10.1 filed with Form 8-K on December 21, 2018
10.27 Fourth Amendment to Citizens & Northern Corporation Stock Incentive Plan and Annual Incentive Plan	Incorporated by reference to Exhibit 10.6 filed with Corporation’s Form 8-K on September 19, 2013
10.28 Third Amendment to Citizens & Northern Corporation Stock Incentive Plan	Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008
10.29 Second Amendment to Citizens & Northern Corporation Stock Incentive Plan	Incorporated by reference to Exhibit 10.5 filed with the Corporation’s Form 10-K on March 10, 2004
10.30 First Amendment to Citizens & Northern Corporation Stock Incentive Plan	Incorporated by reference to Exhibit 10.6 filed with the Corporation’s Form 10-K on March 10, 2004

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10.31 Citizens & Northern Corporation Stock Incentive Plan	Incorporated by reference to Exhibit 10.7 filed with the Corporation’s Form 10-K on March 10, 2004
10.32 Second Amendment to Citizens & Northern Independent Directors Stock Incentive Plan	Incorporated by reference to Exhibit 10.2 filed with Form 8-K on December 21, 2018
10.33 First Amendment to Citizens & Northern Corporation Independent Directors Stock Incentive Plan	Incorporated by reference to Exhibit B to the Corporation’s proxy statement dated March 18, 2008 for the annual meeting of stockholders held on April 15, 2008
10.34 Citizens & Northern Corporation Independent Directors Stock Incentive Plan	Incorporated by reference to Exhibit A to the Corporation’s proxy statement dated March 19, 2001 for the annual meeting of stockholders held on April 17, 2001.
10.35 Citizens & Northern Corporation Supplemental Executive Retirement Plan (as amended and restated)	Incorporated by reference to Exhibit 10.21 filed with the Corporation’s Form 10-K on March 6, 2009
10.36 Form of Indemnification Agreements dated May 24, 2018 between the Corporation and Directors Bobbi J. Kilmer, Terry L. Lehman, Frank G. Pellegrino and Aaron K. Singer	Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q filed August 6, 2018
10.37 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Stephen M. Dorwart	Incorporated by reference to Exhibit 10.4 filed with the Corporation's Form 10-Q on August 6, 2020
10.38 Form of Indemnification Agreement dated July 16, 2020 between the Corporation and Robert G. Loughery	Incorporated by reference to Exhibit 10.5 filed with the Corporation's Form 10-Q on August 6, 2020
10.39 Form of Indemnification Agreement dated April 27, 2021 between the Corporation and Helen S. Santiago	Incorporated by reference to Exhibit 10.2 filed with the Corporation’s Form 10-Q on August 6, 2021
10.40 Form of Indemnification Agreement dated July 12, 2021 between the Corporation and Kate Shattuck	Incorporated by reference to Exhibit 10.1 filed with the Corporation’s Form 10-Q on November 8, 2021
11. Statement re: computation of per share earnings	Information concerning the computation of earnings per share is provided in Note 4 to the Consolidated Financial Statements, which is included in Part II, Item 8 of Form 10-K
12. Statements re: computation of ratios	Not applicable
13. Annual report to security holders, Form 10-Q or quarterly report to security holders	Not applicable
14. Code of ethics	The Code of Ethics is available through the Corporation’s website at www.cnbankpa.com. To access the Code of Ethics, click on “About,” “Investor Relations,” “Corporate Governance Policies,” and “Code of Ethics.”

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16. Letter re: change in certifying accountant	Not applicable
18. Letter re: change in accounting principles	Not applicable
21. Subsidiaries of the registrant	Filed herewith
22. Published report regarding matters submitted to vote of security holders	Not applicable
23. Consent of Independent Registered Public Accounting Firm	Filed herewith
24. Power of attorney	Not applicable
31. Rule 13a-14(a)/15d-14(a) certifications:
31.1 Certification of Chief Executive Officer	Filed herewith
31.2 Certification of Chief Financial Officer	Filed herewith
32. Section 1350 certifications	Filed herewith
33. Report on assessment of compliance with servicing criteria for asset-backed securities	Not applicable
34. Attestation report on assessment of compliance with servicing criteria for asset-backed securities	Not applicable
35. Service compliance statement	Not applicable
99. Additional exhibits:
99.1 Additional information mailed or made available online to shareholders with proxy statement and Form 10-K on March 16, 2023	Filed herewith
101.INS Inline XBRL Instance Document.	Filed herewith
101.SCH Inline XBRL Schema Document.	Filed herewith
101.CAL Inline XBRL Calculation Linkbase Document.	Filed herewith
101.DEF Inline XBRL Definition Linkbase Document.	Filed herewith
101.LAB Inline XBRL Label Linkbase Document.	Filed herewith
101.PRE Inline XBRL Presentation Linkbase Document.	Filed herewith
104. Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

By:	/s/ J. Bradley Scovill
President and Chief Executive Officer
Date: March 16, 2023
By:	/s/ Mark A. Hughes
Treasurer and Principal Accounting Officer
Date: March 16, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

BOARD OF DIRECTORS

/s/	Stephen M. Dorwart	/s/	Frank G. Pellegrino
	Stephen M. Dorwart		Frank G. Pellegrino
	Date: March 16, 2023		Date: March 16, 2023
/s/	Robert G. Loughery	/s/	Helen S. Santiago
	Robert G. Loughery		Helen S. Santiago
	Date: March 16, 2023		Date: March 16, 2023
/s/	Susan E. Hartley	/s/	Timothy E. Schoener
	Susan E. Hartley		Timothy E. Schoener
	Date: March 16, 2023		Date: March 16, 2023
/s/	Bobbi J. Kilmer	/s/	J. Bradley Scovill
	Bobbi J. Kilmer		J. Bradley Scovill
	Date: March 16, 2023		Date: March 16, 2023
/s/	Leo F. Lambert	/s/	Kate Shattuck
	Leo F. Lambert		Kate Shattuck
	Date: March 16, 2023		Date: March 16, 2023
/s/	Terry L. Lehman	/s/	Aaron K. Singer
	Terry L. Lehman		Aaron K. Singer
	Date: March 16, 2023		Date: March 16, 2023

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