TABLE OF CONTENTS Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three Year Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 4 5 6 7 8 Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Form 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Management and Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Offices of Jersey Shore State Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 1 To Our Shareholders Dear Shareholder: Looking back over 2007, I see an organization that continued to be a strong performer in an uncertain economic landscape while also building for the future. In last years letter I discussed our focus to better serve customers and to increase operating efficiencies through the implementation of electronically submitting and receiving checks from the Federal Reserve Bank, also known as Check 21. This task was accomplished in 2007 and has provided immediate benefits such as, but not limited to, elimination of daily transaction cut-off times at most branches, same day credit for customer deposits, decreased fraud and check losses due to quicker notification of fraudulent or non-sufficient fund checks, and the ability to reduce or even eliminate various pieces of equipment and associated maintenance contracts. Further focus on electronic initiatives led to the implementation of remote deposit capture for our commercial customers. The product has been well received and is serving as a building block to not only strengthen ties with current customers, but also to attract new customers. These are just two examples of initiatives that your company has undertaken to prepare and build for the future. While there were initiatives being taken to build efficiencies there were also challenges that were met and conquered. These challenges ranged from continued competition to softening loan demand and national economic and credit quality concerns. Competition as we are all aware will always be a factor, however, as in the past we fought the competition by leading with a strong array of products, a high level of customer service, and a willing and able ear to listen to the needs and desires of our customers. Despite a softening loan market, we were able to maintain $360 million in gross loans, while not sacrificing loan quality. We will continue to hold our ground on credit quality as it is the foundation on which we stand. Granted, the national economic outlook is not positive, but our market area, to date, has not been greatly impacted by drastic swings in real estate prices nor has the market area witnessed a substantial economic slow down. This has shielded us, to some degree, from the issues facing much of the country, however, we continue to monitor the national and local economies and are prepared to adjust our path as changes in the economic landscape occur. During the fourth quarter, the financial sector was negatively impacted as one large institution after another announced sub prime loan related write downs. We, as a community bank, take pride in not participating in subprime lending or the purchase of investment securities with subprime loans as underlying collateral. However, we, as with other banks and individuals, do invest in financial sector companies with the majority of these investments currently having a market value below our cost basis. As a result, we determined that certain equity investments had declined in value to a point that their market price recovery would not occur in the near term and therefore was deemed to be other than temporary in nature. This decision resulted in a fourth quarter charge of $834,000 to earnings to reduce our carrying value of these investments. We will continue to mange the investment portfolio for total return and will continuously select additional investments that enhance the portfolio, while reducing overall risk. Regarding the asset quality of the loan portfolio, our continued commitment to sound lending practices and credit standards has produced a nonperforming loans to total loans ratio of only 0.37% at December 31, 2007 and annualized net loan charge-offs to average loans of only 0.06% for the twelve month period, while maintaining a sound allowance for loan losses to loans of 1.15% compared to 1.16% at December 31, 2006. Net income for 2007 was $8,877,000 compared to $9,647,000 for 2006, which resulted in basic earnings per share of $2.28 and $2.45, respectively. Return on average assets was 1.49% as compared to 1.67% and return on average equity was 12.14% and 12.93%, respectively. Cash dividends per share increased 3.5% to $1.79 from $1.73 for 2006. Our continued strong capital position and current earnings provided the means to increase the cash dividends and to purchase 28,530 treasury shares on the open market. Our focus in 2008 will include the installation of a new teller platform. The new platform will increase efficiencies as it will more seamlessly tie into our existing systems. In addition, the new features will supplement our existing fraud detection systems. We will also continue developing new products to fit the needs of our customers, while utilizing current products, such as remote deposit capture, to attract new customers and to expand current relationships. Our business revolves around solid customer relationships and we will continue to emphasize our customer sensitive service to build and strengthen these relationships. Shareholder value is built on consistent performance from year to year, while strategically focusing on asset growth, operational profitability, and total return to shareholders. Our long term shareholders have realized a significant return on their investment over the past ten years. For example, if you had invested $6,350 in 100 shares on December 31, 1997, your investment at December 31, 2007 would equate to 290 shares with a market value of $9,438. The change in market value over the ten year period ending December 31, 2007 equates to an average annual return in excess of 7%. The initiatives already undertaken coupled with our commitment to both credit quality and to product enhancement and new product development will lead the company to continued strong earnings. We may not be able to control outside forces such as the economy, but we will do our part to take care of our business as we stay true to what has made our company a top performer; our values, our customers, our excellent employees, and the communities that we serve. Sincerely, Ronald A. Walko President and Chief Executive Officer 2 Three Year Financial Highlights DILUTED EARNINGS PER SHARE RETURN ON AVERAGE EQUITY (Percent) 2.74 2.45 2.28 $3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 12.93 12.14 18.00 15.00 14.54 12.00 9.00 6.00 3.00 0.00 DIVIDENDS PER SHARE $ 2.00 1.56 1.50 1.73 1.79 1.00 0.50 0.00 ’05 ’06 ’07 ’05 ’06 ’07 ’05 ’06 ’07 YEAR-END DEPOSITS (In Millions) $ 450 375 353 395 389 300 225 150 75 0 RETURN ON AVERAGE ASSETS (Percent) YEAR-END LOANS (In Millions) 1.67 1.49 2.50 2.00 1.97 1.50 1.00 0.50 0.00 360 360 338 $ 450 375 300 225 150 75 0 ’05 ’06 ’07 ’05 ’06 ’07 ’05 ’06 ’07 3 Penns Woods Bancorp, Inc. Consolidated Balance Sheet (In Thousands, Except Share Data) December 31, 2007 2006 ASSETS: Noninterest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits in other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 15,417 16 15,433 Investment securities, available for sale, at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities, held to maturity, (fair value of $279 and $286) . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in limited partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES: Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings, Federal Home Loan Bank (FHLB) . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SHAREHOLDERS’ EQUITY: Common stock, par value $8.33; 10,000,000 shares authorized; 4,006,934 and 4,003,514 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive (loss) income: Net unrealized (loss) gain on available for sale securities . . . . . . . . . . . . . . . . . . . Defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Treasury stock at cost, 131,302 and 102,772 shares . . . . . . . . . . . . . . . . . . . . . . . . TOTAL SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 214,455 277 4,214 360,478 4,130 356,348 6,774 3,343 12,375 5,439 3,032 6,448 628,138 314,351 74,671 389,022 55,315 106,378 1,744 5,120 557,579 33,391 17,888 27,707 (2,159) (1,375) (4,893) 70,559 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . $ 628,138 $ See Accompanying Notes to the Consolidated Financial Statements. 15,348 25 15,373 185,200 283 3,716 360,384 4,185 356,199 6,737 2,939 11,346 4,950 3,032 2,510 592,285 322,031 73,160 395,191 34,697 82,878 1,532 3,393 517,691 33,362 17,810 25,783 2,139 (579) (3,921) 74,594 592,285 4 Penns Woods Bancorp, Inc. Consolidated Statement of Income (In Thousands, Except Per Share Data) INTEREST AND DIVIDEND INCOME: Loans including fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Investment Securities: Taxable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend and other interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL INTEREST AND DIVIDEND INCOME . . . . . . . . . . . . . . . INTEREST EXPENSE: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL INTEREST EXPENSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INTEREST INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROVISION FOR LOAN LOSSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INTEREST INCOME AFTER PROVISION Year Ended December 31, 2007 2006 2005 26,099 $ 24,878 $ 22,126 4,098 4,357 1,395 35,949 10,951 1,639 3,857 16,447 19,502 150 3,577 4,027 1,271 33,753 8,908 1,503 3,799 14,210 19,543 635 4,351 3,223 1,203 30,903 5,774 931 3,676 10,381 20,522 720 FOR LOAN LOSSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,352 18,908 19,802 NON-INTEREST INCOME: Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities (losses) gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NON-INTEREST INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . NON-INTEREST EXPENSES: Salaries and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of investment in limited partnerships . . . . . . . . . . . . . . . . . . . . Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,246 (54) 410 921 2,222 1,733 7,478 9,078 1,306 1,126 643 761 4,402 TOTAL NON-INTEREST EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . 17,316 INCOME BEFORE INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ NET INCOME PER SHARE – BASIC . . . . . . . . . . . . . . . . . . . . . . . . . . . $ NET INCOME PER SHARE – DILUTED . . . . . . . . . . . . . . . . . . . . . . . . $ 9,514 637 8,877 2.28 2.28 $ $ $ 2,366 1,679 374 853 2,281 1,476 9,029 8,833 1,137 1,201 598 245 4,315 16,329 11,608 1,961 9,647 2.45 2.45 $ $ $ 2,228 2,190 568 864 2,327 1,254 9,431 8,314 1,089 973 549 90 4,093 15,108 14,125 3,224 10,901 2.75 2.74 WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC . . . . . . . WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED . . . . 3,886,277 3,886,514 3,934,138 3,934,617 3,971,926 3,974,055 See Accompanying Notes to the Consolidated Financial Statements. 5 Penns Woods Bancorp, Inc. Consolidated Statement of Changes In Shareholders’ Equity (In Thousands, Except Per Share Data) Balance, December 31, 2004 Stock split fractional shares Comprehensive income: Net income Other comprehensive loss Total comprehensive income Dividends declared ($1.56 per share) Stock options exercised Purchase of treasury stock (14,000 shares) Balance, December 31, 2005 Comprehensive income: Net income Other comprehensive income Total comprehensive income Cumulative effect of change in accounting for pension obligations, net of tax benefit of $298 Dividends declared ($1.73 per share) Common shares issued for employee stock purchase plan Purchase of treasury stock (76,400 shares) Balance, December 31, 2006 Comprehensive income: Net income Other comprehensive loss Total comprehensive income Dividends declared ($1.79 per share) Purchase of treasury stock (28,530 shares) Stock options exercised Common shares issued for employee stock purchase plan Common Stock Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders’ Equity 3,998,204 $ 33,318 $ 17,700 $ 18,262 $ 4,331 $ (446 ) $ 73,165 (293) (2) 2 10,901 (6,225) (3,481 ) 4,248 35 70 4,002,159 33,351 17,772 22,938 850 9,647 (6,802) 1,289 (579 ) 1,355 11 38 4,003,514 33,362 17,810 25,783 1,560 8,877 (6,953) (5,094 ) 330 3,090 3 26 5 73 — 10,901 (3,481) 7,420 (6,225) 105 (546) 73,919 9,647 1,289 10,936 (579) (6,802) 49 (2,929) 74,594 8,877 (5,094) 3,783 (6,953) (972) 8 99 (546 ) (992 ) (2,929 ) (3,921 ) (972 ) Balance, December 31, 2007 4,006,934 $ 33,391 $ 17,888 $ 27,707 $ (3,534 ) $ (4,893 ) $ 70,559 Penns Woods Bancorp, Inc. Consolidated Statement of Comprehensive Income Net Income Other comprehensive (loss) income, net of tax: Change in unrealized gain (loss) on available for sale securities Net realized (gain) loss included in net income, net of (benefit) taxes of $(18), $571, and $745 Defined benefit pension plan: Net transition asset Prior service cost Net loss 2007 $ 8,877 Years Ended December 31, 2006 $ 9,647 2005 $ 10,901 (4,334) 36 (4,298) (2) 17 (811) 2,397 (1,108) 1,289 — — — (2,036) (1,445) (3,481) — — — Other comprehensive (loss) income, net of tax Comprehensive income (5,094) 3,783 $ 1,289 10,936 $ (3,481) 7,420 $ 6 See Accompanying Notes to the Consolidated Financial Statements Penns Woods Bancorp, Inc. Consolidated Statement of Cash Flows (In Thousands) OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion and amortization of investment security discounts and premiums, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities losses (gains), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Originations of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain of sale of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . INVESTING ACTIVITIES: Investment securities available for sale: Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from calls and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities held to maturity: Proceeds from calls and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of bank premises and equipment . . . . . . . . . . . . . . . . . . . . . Proceeds from the sale of foreclosed assets . . . . . . . . . . . . . . . . . . . . . . Proceeds from bank-owned life insurance death benefit. . . . . . . . . . . . . Purchase of bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in limited partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from redemption of regulatory stock . . . . . . . . . . . . . . . . . . . . Purchases of regulatory stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2006 2007 2005 $ 8,877 $ 9,647 $ 10,901 680 150 (1,011) 54 (43,783) 44,206 (921) (410) (214) 7,628 60,485 5,233 (98,799) 12 – (374) (717) 65 – (619) (1,250) 5,081 (6,816) 744 635 (784) (1,679) (37,192) 37,874 (853) (374) (29) 7,989 76,249 7,477 (78,241) 25 (25) (22,353) (1,072) 329 – (254) (1,646) 3,630 (2,899) 549 720 (453) (2,190) (30,353) 32,296 (864) (568) 254 10,292 123,546 12,664 (141,798) 328 (35) (14,745) (2,076) 329 826 – (3,124) 4,862 (4,760) Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . (37,699) ________________ (18,780) ________________ (23,983) ________________ FINANCING ACTIVITIES: Net (decrease) increase in interest-bearing deposits . . . . . . . . . . . . . . . . Net increase (decrease) in noninterest-bearing deposits . . . . . . . . . . . . . Net increase (decrease) in short-term borrowings . . . . . . . . . . . . . . . . . . Proceeds from long-term borrowings, FHLB . . . . . . . . . . . . . . . . . . . . . Repayment of long-term borrowings, FHLB. . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . NET INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . CASH AND CASH EQUIVALENTS, BEGINNING . . . . . . . . . . . . . . . . . . CASH AND CASH EQUIVALENTS, ENDING . . . . . . . . . . . . . . . . . . . . . . SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: (7,680) 1,511 20,618 40,000 (16,500) (6,953) 99 8 (972) ________________ 30,131 ________________ 60 15,373 ________________ 15,433 $ ________________ ________________ 40,881 1,781 (19,306) – (1,600) (6,802) 49 – (2,929) ________________ 12,074 ________________ 1,283 14,090 ________________ 15,373 $ ________________ ________________ (1,636) (2,671) 17,528 10,000 (1,400) (6,225) – 105 (546) ________________ 15,155 ________________ 1,464 12,626 ________________ 14,090 $ ________________ ________________ Interest paid Income taxes paid Transfer of loans to foreclosed real estate $ $ 16,235 1,610 75 $ 13,786 2,645 278 10,123 2,625 433 See Accompanying Notes to the Consolidated Financial Statements 7 PENNS WOODS BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. and its wholly owned subsidiaries, Jersey Shore State Bank (the “Bank”), Woods Real Estate Development Co., Inc., Woods Investment Company, Inc., and The M Group Inc. D/B/A The Comprehensive Financial Group (“The M Group”), a wholly owned subsidiary of the Bank (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated. Nature of Business The Bank engages in a full-service commercial banking business, making available to the community a wide range of financial services including, but not limited to, installment loans, credit cards, mortgage and home equity loans, lines of credit, construction financing, farm loans, community development loans, loans to non-profit entities and local government, and various types of time and demand deposits including, but not limited to, checking accounts, savings accounts, clubs, money market deposit accounts, certificates of deposit, and IRAs. Deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent provided by law. The financial services are provided by the Bank to individuals, partnerships, non-profit organizations, and corporations through its thirteen offices located in Clinton, Lycoming, and Centre Counties, Pennsylvania. Woods Real Estate Development Co., Inc. engages in real estate transactions on behalf of Penns Woods Bancorp, Inc. and the Bank. Woods Investment Company, Inc., a Delaware holding company, is engaged in investing activities. The M Group engages in securities brokerage and financial planning services, which include the sale of life insurance products, annuities, and estate planning services. Operations are managed and financial performance is evaluated on a corporate-wide basis. Accordingly, all financial service operations are considered by management to be aggregated in one reportable operating segment. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, deferred tax assets and liabilities, and the valuation of real estate acquired through, or in lieu of, foreclosure on settlement of debt. Stock Split During the fourth quarter of 2005, the Company initiated a 6 for 5 stock split. Previously reported share and per share amounts have been adjusted to reflect the split. Cash and Cash Equivalents Cash equivalents include cash on hand and in banks and interest-earning deposits. Interest-earning deposits mature within one year and are carried at cost. Net cash flows are reported for loan, deposit, and short-term borrowing transactions. Restrictions on Cash and Cash Equivalents Based on deposit levels, the Company must maintain cash and other reserves with the Federal Reserve Bank of Philadelphia (FRB). Investment Securities Investment securities are classified as available for sale or held to maturity. Securities held to maturity include bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost. Available for sale securities consist of bonds, notes, debentures, and certain equity securities not classified as trading securities nor as held to maturity securities. Unrealized holding gains and losses, net of tax, on available for sale securities are reported as a net amount in a separate component of shareholders’ equity until realized. Gains and losses on the sale of equity securities are determined using the average cost method, while all other investment securities use the specific cost method. All investment securities, regardless of classification, are monitored and tested for impairment. An investment security is considered to be impaired when the unrealized loss is considered to be other than temporary. When this occurs, the investment is written down to the current fair market value with the write-down being reflected as a realized loss. Premiums and discounts on all securities are recognized in interest income using the level yield method over the period to maturity. Investment securities fair values are based on observed market prices. Certain investment securities do not have observed bid prices and their fair value is based on instruments with similar risk elements. Since regulatory stock is redeemable at par, the Company carries it at cost. Loans Loans are stated at the principal amount outstanding, net of deferred fees, unamortized loan fees and costs, and the allowance for loan losses. Interest on loans is recognized as income when earned on the accrual method. The Company’s general policy has been to stop accruing interest on loans when it is determined a reasonable doubt exists as to the collectibility of additional interest. Income is subsequently recognized only to the extent that cash payments are received provided the loan is not delinquent in payment and, in management’s judgment, the borrower has the ability and intent to make future principal payments. Loan origination and commitment fees as well as certain direct loan origination costs are being deferred and amortized as an adjustment to the related loan’s yield over the contractual lives of the related loans. 8 Allowance for Loan Losses The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio, as of the balance sheet date. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses charged to operations. The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identification and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, historical loan loss experience, and general economic conditions. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with specific lending segments. Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 2007, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy, rising unemployment, or negative performance trends in financial information from borrowers could be indicators of subsequent increased levels of nonperforming assets and possible charge-offs, which would normally require increased loan loss provisions. An integral part of the periodic regulatory examination process is the review of the adequacy of the Bank’s loan loss allowance. The regulatory agencies could require the Bank, based on their evaluation of information available at the time of their examination, to provide additional loan loss provisions to further supplement the allowance. Impaired loans are commercial and commercial real estate loans for which it is probable the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Bank individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “nonaccrual loans,” although the two categories overlap. The Bank may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility, while not classifying the loan as impaired if the loan is not a commercial or commercial real estate loan. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral. Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Loans Held for Sale In general, fixed rate residential mortgage loans originated by the Bank are held for sale and are carried at cost due to their short holding period, which can range from less than two weeks to a maximum of thirty days. Sold loans are not serviced by the Bank. Proceeds from the sale of loans in excess of the carrying value are accounted for as a gain. Total gains on the sale of loans are shown as a component of non-interest income within the Consolidated Statement of Income. Foreclosed Assets Held for Sale Foreclosed assets held for sale are carried at the lower of cost or fair value minus estimated selling costs. Prior to foreclosure, the value of the underlying loan is written down to the fair value of the real estate to be acquired by a charge to the allowance for loan losses, if necessary. Any subsequent write-downs are charged against operating expenses. Net operating expenses and gains and losses realized from disposition are included in non-interest expense and income, respectively. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the related assets, which range from five to ten years for furniture, fixtures, and equipment and fifteen to forty years for buildings and improvements. Costs incurred for routine maintenance and repairs are charged to operations as incurred. Costs of major additions and improvements are capitalized. Bank-Owned Life Insurance The Company has purchased life insurance policies on certain officers and directors. Bank-owned life insurance is recorded at its cash surrender value, or the amount that can be realized. Increases in the cash surrender value are recognized as a component of non-interest income within the Consolidated Statement of Income. Goodwill The Company accounts for goodwill in accordance with Statement of Financial Accounting Standards (“FAS”) No. 142, Goodwill and Other Intangible Assets. This statement, among other things, requires a two-step process for testing the impairment of goodwill on at least an annual basis. This approach could cause more volatility in the Company’s reported net income because impairment losses, if any, could occur irregularly and in varying amounts. The Company performs an annual impairment analysis of goodwill for its purchased subsidiary, The M Group. Based on the fair value of this reporting unit, estimated using the expected present value of future cash flows, no impairment of goodwill was recognized in 2007 and 2006. Investments in Limited Partnerships The Company is a limited partner in four partnerships at December 31, 2007 that provide low income elderly housing in the Company’s geographic market area. The carrying value of the Company’s investments in limited partnerships was $5,439,000 at December 31, 2007 and $4,950,000 at December 31, 2006. The Company is fully amortizing the investment in the partnership entered into prior to 2005 over the fifteen-year holding period. The partnerships entered into after 2004 are being fully amortized over the ten-year tax credit receipt period utilizing the straight-line method. The partnerships began being amortized once the 9 projects reached the level of occupancy needed to begin the ten year tax credit recognition period. Amortization of limited partnership investments amounted to $761,000 in 2007, $245,000 in 2006, and $90,000 in 2005. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Company enters into off-balance sheet financial instruments. Those instruments consist of commitments to extend credit and standby letters of credit. When those instruments are funded or become payable, the Company reports the amounts in its financial statements. Advertising Cost Advertising costs are generally expensed as incurred. Income Taxes The Company adopted the provisions of FIN No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109, effective January 1, 2007. FIN No. 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. FIN No. 48 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. Adoption of FIN No. 48 did not have a significant impact on the Company’s financial statements. Deferred tax assets and liabilities result from temporary differences in financial and income tax methods of accounting, and are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Earnings Per Share The Company provides dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated utilizing net income as reported in the numerator and weighted average shares outstanding in the denominator. The computation of diluted earnings per share differs in that the dilutive effects of any stock options are adjusted in the denominator. Employee Benefits Pension and employee benefits include contributions, determined actuarially, to a defined benefit retirement plan covering the eligible employees of the Bank. The plan is funded on a current basis to the extent that it is deductible under existing federal tax regulations. Pension and other employee benefits also include contributions to a defined contribution Section 401(k) plan covering eligible employees. Contributions matching those made by eligible employees are funded throughout the year. In addition, an elective contribution is made annually at the discretion of the Board of Directors. The M Group Products and Income Recognition The M Group product line is comprised primarily of annuities, life insurance, and mutual funds. The revenues generated from life insurance sales are commission only, as The M Group does not underwrite the policies. Life insurance sales include permanent and term policies with the majority of the policies written being permanent. Term life insurance policies are written for 10, 15, 20, and 30 year terms with the majority of the policies being written for 20 years. None of these products are offered as an integral part of lending activities. Commissions from the sale of annuities are recognized at the time notice is received from the third party broker/dealer or an insurance company that the transaction has been accepted and approved, which is also the time when commission income is received. Life insurance commissions are recognized at varying points based on the payment option chosen by the customer. Commissions from monthly and annual payment plans are recognized at the start of each annual period for the life insurance, while quarterly and semi-annual premium payments are recognized quarterly and semi-annually when the earnings process is complete. For example, semi-annual payments on the first of January and July would result in commission income recognition on the first of January and July, while payments on the first of January, April, July, and October would result in commission income recognition on those dates. The potential for chargebacks only exists for those policies on a monthly payment plan since income is recognized at the beginning of the annual coverage period versus at the time of each monthly payment. No liability is maintained for chargebacks as these are removed from income at the time of the occurrence. Stock Options The Company maintains a stock option plan for directors and certain officers and employees. For all options granted prior to January 1, 2006, when the exercise price of the Company’s stock options was greater than or equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized in the Company’s financial statements. Accumulated Other Comprehensive Income The Company is required to present accumulated other comprehensive income in a full set of general-purpose financial statements for all periods presented. Accumulated other comprehensive income is comprised of unrealized holding gains (losses) on the available for sale securities portfolio and the unrecognized components of net periodic benefit costs of the defined benefit pension plan. Segment Reporting SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, requires that public business enterprises report financial and descriptive information about their reportable operating segments. Based on the guidance provided by the Statement, the Company has determined that its only reportable segment is Community Banking. Reclassification of Comparative Amounts Certain items previously reported have been reclassified to conform to the current year’s reporting format. Such reclassifications did not affect net income or shareholders’ equity. Recent Accounting Pronouncements In December 2007, the Financial Accounting Standards Board (“FASB”) issued FAS No. 141 (revised 2007), Business Combinations 10 (“FAS 141(R)”), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. FAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. In September 2006, the FASB issued FAS No. 157, Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115, which provides all entities with an option to report selected financial assets and liabilities at fair value. The objective of the FAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting. FAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007 provided the entity also elects to apply the provisions of FAS No. 157, Fair Value Measurements. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51. FAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a It clarifies that a noncontrolling interest in a subsidiary, which is sometimes subsidiary and for the deconsolidation of a subsidiary. referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include It also requires disclosure, on the face of the consolidated the amounts attributable to both the parent and the noncontrolling interest. income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. FAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position. In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-4 (“EITF 06-4”), Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. The guidance is applicable to endorsement split-dollar life insurance arrangements, whereby the employer owns and controls the insurance policy, that are associated with a postretirement benefit. EITF 06-4 requires that for a split-dollar life insurance arrangement within the scope of the Issue, an employer should recognize a liability for future benefits in accordance with FAS No. 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles Board Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The adoption of the EITF on January 1, 2008 will result in an adjustment to retained earnings and an associated liability of $437,000. In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 (“EITF 06-10”), Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements. EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06- 10 is effective for fiscal years beginning after December 15, 2007. The adoption of this EITF will not have a material effect on the Company’s results of operations or financial position. In June 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-11 (“EITF 06-11”), Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11 applies to share-based payment arrangements with dividend protection features that entitle employees to receive (a) dividends on equity-classified nonvested shares, (b) dividend equivalents on equity-classified nonvested share units, or (c) payments equal to the dividends paid on the underlying shares while an equity-classified share option is outstanding, when those dividends or dividend equivalents are charged to retained earnings under FAS No. 123R, Share-Based Payment, and result in an income tax deduction for the employer. A consensus was reached that a realized income tax benefit from dividends or dividend equivalents that are charged to retained earnings and are paid to employees for equity-classified nonvested equity shares, nonvested equity share units, and outstanding equity share options should be recognized as an increase in additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The adoption of this EITF is not expected to have a material effect on the Company’s results of operations or financial position. NOTE 2 - PER SHARE DATA There are no convertible securities, which would affect the numerator in calculating basic and dilutive earnings per share, therefore, net income as presented on the consolidated statement of income will be used as the numerator. The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive per share computation. Weighted average common shares outstanding. . . . . . . . . . . . . . Weighted average treasury stock shares . . . . . . . . . . . . . . . . . . . Weighted average common shares and common stock 2007 4,005,181 (118,904) 2006 4,002,416 (68,278) 2005 3,986,569 (14,643) equivalents used to calculate basic earnings per share . . . . 3,886,277 3,934,138 3,971,926 Additional common stock equivalents (stock options) used to calculate diluted earnings per share . . . . . . . . . . . . 237 479 2,129 Weighted average common shares and common stock equivalents used to calculate diluted earnings per share . . . 3,886,514 3,934,617 3,974,055 Options to purchase 8,273 shares of common stock at a price of $40.29 were outstanding during 2007 and 9,002 shares of common stock at a price of $40.29 were outstanding during 2006 and 2005. The options were not included in the computation of diluted earnings per share as they were anti-dilutive due to the strike price at December 31, of each period presented being greater than the market value at that time. 11 NOTE 3 - INVESTMENT SECURITIES The amortized cost and estimated fair values of investment securities at December 31, 2007 and 2006 are as follows: (In Thousands) Available for sale (AFS) U.S. Government and agency securities . . . . . . . . . . . . $ State and political securities . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities AFS . . . . . . . . . . . . . . . . . . . . $ Held to maturity (HTM) U.S. Government and agency securities . . . . . . . . . . . . $ Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities HTM . . . . . . . . . . . . . . . . . . . $ (In Thousands) Available for sale (AFS) U.S. Government and agency securities . . . . . . . . . . . . $ State and political securities . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities AFS . . . . . . . . . . . . . . . . . . . . $ Held to maturity (HTM) U.S. Government and agency securities . . . . . . . . . . . . $ Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities HTM . . . . . . . . . . . . . . . . . . . $ 2007 Gross Unrealized Gains Amortized Cost Gross Unrealized Losses Estimated Fair Value 62,382 119,651 15,917 197,950 19,776 217,726 14 263 277 Amortized Cost 54,949 104,658 1,998 161,605 20,353 181,958 26 257 283 $ $ $ $ $ $ $ $ 522 581 290 1,393 496 1,889 1 1 2 2006 Gross Unrealized Gains 24 1,646 37 1,707 2,883 4,590 2 1 3 $ $ $ $ $ $ $ $ — $ (2,417) (440) (2,857) (2,303) (5,160) $ 62,904 117,815 15,767 196,486 17,969 214,455 — $ — — $ 15 264 279 Gross Unrealized Losses Estimated Fair Value (821) $ (358) (11) (1,190) (158) (1,348) $ 54,152 105,946 2,024 162,122 23,078 185,200 — $ — — $ 28 258 286 The following tables show the Company’s gross unrealized losses and estimated fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at December 31, 2007 and 2006. (In Thousands) 2007 Less than twelve months Twelve months or greater Total Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses U.S. Government and agency securities . . . . . . . . . . . . . . . . $ State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — $ — $ 60,002 2,521 62,523 8,200 1,705 357 2,062 1,837 21,830 388 22,218 996 — $ 712 83 795 466 — $ 81,832 2,909 84,741 9,196 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,723 $ 3,899 $ 23,214 $ 1,261 $ 93,937 $ — 2,417 440 2,857 2,303 5,160 (In Thousands) Less than twelve months Estimated Fair Value Gross Unrealized Losses 2006 Twelve months or greater Estimated Fair Value Gross Unrealized Losses Total Estimated Fair Value Gross Unrealized Losses U.S. Government and agency securities . . . . . . . . . . . . . . . . $ State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,552 $ 31,286 292 56,130 726 97 $ 195 7 299 33 25,053 $ 11,706 146 36,905 2,592 724 $ 163 4 891 125 49,605 $ 42,992 438 93,035 3,318 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,856 $ 332 $ 39,497 $ 1,016 $ 96,353 $ 821 358 11 1,190 158 1,348 12 At December 31, 2007 there were a total of 173 and 50 individual securities that were in a continuous unrealized loss position for less than twelve months and greater than twelve months, respectively. The policy of the Company is to recognize other than temporary impairment of equity securities where the fair value has been significantly below cost for four consecutive quarters or if the market value is 50% or less for two consecutive quarters. Certain equity investments were determined to be impaired at December 31, 2007 resulting in a reduction of carrying value and a charge to earnings in the amount of $834,000. For fixed maturity investments with unrealized losses due to interest rates where the Company has the positive intent and ability to hold the investment for a period of time sufficient to allow a market recovery, declines in value below cost are not assumed to be other than temporary. The Company reviews its position quarterly and has asserted that at December 31, 2007, the declines outlined in the above table for debt securities represent temporary declines due to interest rate changes that are not expected to result in the non-collection of principal and interest during the period. In addition, the Company does have the intent and ability to hold those securities either to maturity or to allow a market recovery. The Company has concluded that any impairment of its investment securities portfolio is not other than temporary. The amortized cost and fair value of debt securities at December 31, 2007, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (In Thousands) Available for Sale Held to Maturity Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due in one year or less . . . . . . . . . . . . . . . . . . . . . . Due after one year to five years. . . . . . . . . . . . . . . . Due after five years to ten years . . . . . . . . . . . . . . . Due after ten years. . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 50 124 90 15 $ 279 ____________________ ____________________ ____________________ _________________ ____________________ ____________________ ____________________ _________________ 75 800 395 196,680 197,950 75 790 421 195,200 196,486 50 123 90 14 277 $ $ $ $ $ Total gross proceeds from sales of securities available for sale were $60,485,000, $76,249,000, and $123,546,000 for 2007, 2006, and 2005, respectively. The following table represents gross realized gains and losses on those transactions: (In Thousands) Gross realized gains: 2007 2006 2005 U.S. Government and agency securities. . . . . . . . . . . . . . . . . . . . . . $ State and political securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 840 2 772 $ — $ 1,248 — 1,655 128 819 — 2,209 Total gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,682 ____________________ ____________________ $ 2,903 ___________________ ___________________ $ 3,156 ________________ ________________ Gross realized losses: U.S. Government and agency securities. . . . . . . . . . . . . . . . . . . . . . $ State and political securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 902 — — 834 $ 913 302 — 9 Total gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,736 $ 1,224 $ 791 116 59 — 966 Investment securities with a carrying value of approximately $97,647,000 and $64,821,000 at December 31, 2007 and 2006, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law. There is no concentration of investments that exceed ten percent of shareholders’ equity for any individual issuer, excluding those guaranteed by the U.S. Government. NOTE 4 - LOANS Major loan classifications as of December 31, 2007 and 2006 are summarized as follows: 2007 Past Due 90 Days or more & still Accruing Past due 30 to 90 Days (In Thousands) Current Non- Accrual Total Commercial and agricultural. . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . Less: Net deferred loan fees Allowance for loan losses Loans, net $ 35,316 $ 236 $ 147 $ 40 $ 35,739 4,573 1,409 39 459 _________________ 6,716 $ 110 88 — 20 _________________ 365 $ 161 754 — — _________________ 955 $ 158,424 130,692 16,113 12,838 _________________ 353,383 941 4,130 348,312 $ 163,268 132,943 16,152 13,317 _______________ 361,419 941 4,130 356,348 $ 13 (In Thousands) Commercial and agricultural. . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . Less: Net deferred loan fees Allowance for loan losses Loans, net Current Past due 30 to 90 Days 2006 Past Due 90 Days or more & still Accruing Non- Accrual Total $ 36,122 $ 764 $ 109 $ — $ 36,995 1,050 1,406 54 346 _________________ 3,620 $ 8 — — 2 _________________ 119 $ 185 185 — — _________________ 370 $ 156,976 133,813 16,695 13,687 _________________ 357,293 1,018 4,185 352,090 $ 158,219 135,404 16,749 14,035 _______________ 361,402 1,018 4,185 356,199 $ Impaired loans totaled $1,477,000 and $574,000 at December 31, 2007 and 2006, respectively. The portion of the allowance for loan losses allocated for impaired loans was $102,000 and $42,000 at December 31, 2007 and 2006. The average recorded investment in impaired loans during the years ended December 31, 2007 and 2006 was approximately $1,130,000 and $504,000, respectively. There were no impaired loans for the year ended December 31, 2005. The Company recognized interest income on impaired loans in the amount of $42,000 and $72,000 for the years ended December 31, 2007 and 2006, respectively. On a cash basis, interest income on impaired loans amounted to $29,000 and $58,000 for the years ended December 31, 2007 and 2006, respectively. No additional funds are committed to be advanced in connection with impaired loans. Loans on which the accrual of interest has been discontinued or reduced, exclusive of impaired loans, amounted to approximately $955,000 and $370,000 at December 31, 2007 and 2006, respectively. If interest had been recorded based on the original loan agreement terms and rate of interest for those loans, income would have approximated $87,000, $23,000, and $39,000 for the years ended December 31, 2007, 2006, and 2005, respectively. Interest income on such loans, is recorded as received and amounted to approximately $17,000, $15,000, and $18,000, for the years ended December 31, 2007, 2006, and 2005, respectively. Changes in the allowance for loan losses for the years ended December 31, are as follows: (In Thousands) 2007 2006 2005 Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Provision charged to operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans charged off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,185 150 (304) 99 $ 3,679 635 (327) 198 Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,130 $ 4,185 $ 3,338 720 (446) 67 3,679 The Company has a concentration of loans to both owners of commercial and residential rental properties at December 31, 2007 and 2006 of 14.43% and 15.38% and 14.56% and 15.82% of total loans , respectively. The Company grants commercial, industrial, residential, and installment loans to customers throughout north-central Pennsylvania. Although the Company has a diversified loan portfolio at December 31, 2007 and 2006, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region. NOTE 5 - PREMISES AND EQUIPMENT Major classifications of premises and equipment are summarized as follows at December 31: (In Thousands) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2007 2006 1,391 6,218 5,356 815 __________________ 13,780 7,006 __________________ 6,774 __________________ __________________ $ 1,370 6,038 4,844 811 ________________ 13,063 6,326 ________________ $ 6,737 ________________ ________________ Depreciation and amortization charged to operations for the years ended 2007, 2006, and 2005 was $680,000, $744,000, and $549,000, respectively. 14 NOTE 6 - GOODWILL As of December 31, 2007, 2006, and 2005 goodwill had a gross carrying value of $3,308,000 and accumulated amortization of $276,000 resulting in a net carrying amount of $3,032,000. The gross carrying amount of goodwill is tested for impairment in the third quarter of each fiscal year. Based on fair value of the reporting unit, estimated using the expected present value of future cash flows, there was no evidence of impairment of the carrying amount at December 31, 2007 and 2006, respectively. NOTE 7 - TIME DEPOSITS Time deposits of $100,000 or more totaled approximately $59,424,000 on December 31, 2007 and $49,793,000 on December 31, 2006. Interest expense related to such deposits was approximately $3,216,000, $1,873,000, and $1,417,000, for the years ended December 31, 2007, 2006, and 2005, respectively. There were no individual retirement accounts in excess of $250,000 as of December 31, 2007 and 2006. Time certificates of deposits in excess of $100,000 and individual retirement accounts in excess of $250,000 are not federally insured. At December 31, 2007, the scheduled maturities on time deposits of $100,000 or more are as follows: (In Thousands) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Three months to six months . . . . . . . . . . . . . . . . . . . . . . . . . . Six months to twelve months . . . . . . . . . . . . . . . . . . . . . . . . . Over twelve months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total time deposit maturities are as follows: (In Thousands) 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2007 22,258 13,724 17,554 5,888 59,424 2007 157,621 18,702 5,670 2,409 655 625 185,682 NOTE 8 - SHORT-TERM BORROWINGS Short-term borrowings consist of securities sold under agreements to repurchase and FHLB advances which generally represent overnight or less than six month borrowings. In addition to the outstanding balances noted below, the Bank also had additional lines of credit totaling $29,539,000 available from correspondent banks other than the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows: (In Thousands) Repurchase Agreements: Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Maximum amount outstanding at any month end . . . . . . . . . . . . . . . . . . Average balance outstanding during the year . . . . . . . . . . . . . . . . . . . . . . Weighted-average interest rate: At year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Open Repo Plus: Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Maximum amount outstanding at any month end . . . . . . . . . . . . . . . . . . Average balance outstanding during the year . . . . . . . . . . . . . . . . . . . . . . Weighted-average interest rate: At year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short Term FHLB: Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Maximum amount outstanding at any month end . . . . . . . . . . . . . . . . . . Average balance outstanding during the year . . . . . . . . . . . . . . . . . . . . . . Weighted-average interest rate: At year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 2006 2005 17,155 $ 19,058 16,746 3.37% 3.69% 38,160 $ 38,895 19,299 4.32% 5.09% — $ 15,000 771 — 5.06% 15,991 $ 19,916 16,028 3.96% 3.55% 18,706 $ 43,040 15,301 5.40% 5.07% — $ — 3,283 — 4.82% 15,263 16,754 14,268 2.74% 2.19% 1,740 24,990 10,765 4.25% 3.33% 37,000 37,000 7,081 4.24% 3.66% 15 NOTE 9 - LONG-TERM BORROWINGS The following represents outstanding long-term borrowings with the FHLB by contractual maturities at December 31, 2007 and 2006: (In Thousands) Variable rate of 4.49%, maturing in 2007 Variable rates between 3.14% and 5.56%, maturing in 2008 Variable rate of 5.06%, maturing in 2009 Variable rates between 3.98% and 6.65%, maturing in 2010 Variable rates between 4.25% and 4.72%, maturing in 2011 Variable rates between 3.68% and 4.43%, maturing in 2012 Variable rate of 3.74%, maturing in 2013 Variable rate of 3.97%, maturing in 2015 Variable rates between 4.15% and 4.28%, maturing in 2017 Fixed rates between 2.67% and 3.13%, maturing in 2007 Fixed rate of 6.92%, maturing in 2011 Fixed rate of 5.87%, maturing in 2013 Fixed rate of 6.92%, maturing in 2015 Total 2007 2006 $ — $ 29,600 — 15,000 10,000 15,000 5,000 10,000 20,000 — 500 528 750 106,378 $ $ 5,000 29,600 5,000 5,000 10,000 5,000 5,000 10,000 — 6,500 500 528 750 82,878 The terms of the convertible borrowings allow the FHLB to convert the interest rate to an adjustable rate based on the three month London Interbank Offered Rate (“LIBOR”) at a predetermined anniversary date of the borrowing’s origination, ranging from three months to five years. If the FHLB converts the interest rate on one of the predetermined dates, the Bank has the ability to payoff the debt on the conversion date and quarterly thereafter without incurring the customary pre-payment penalty. The Bank maintains a credit arrangement, which includes a revolving line of credit with the FHLB. Under this credit arrangement, the Bank has a remaining borrowing capacity of $75,515,000 at December 31, 2007, which is subject to annual renewal, and typically incurs no service charges. Under terms of a blanket agreement, collateral for the FHLB borrowings must be secured by certain qualifying assets of the Bank which consist principally of first mortgage loans and mortgage-backed securities. NOTE 10 - INCOME TAXES The following temporary differences gave rise to the net deferred tax position at December 31, 2007 and 2006: (In Thousands) Deferred tax asset: Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Deferred compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan fees and costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized loss on available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Low income housing credit carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Bond accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized gains on available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2007 2006 1,404 408 870 320 278 1,112 827 212 5,431 44 117 451 — 612 4,819 $ $ 1,292 386 517 346 2 — — 134 2,677 49 85 376 1,102 1,612 1,065 No valuation allowance was established at December 31, 2007 and 2006, in the view of the Company’s ability to carry back taxes paid in previous years and certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earning potential. The provision for income taxes is comprised of the following: (In Thousands) Currently payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Deferred (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2007 2006 2005 1,758 (1,121) 637 $ $ 2,112 (151) 1,961 $ $ 3,188 36 3,224 16 A reconciliation between the expected income tax and the effective income tax rate on income before income tax provision follows: (In Thousands) 2007 2006 2005 Provision at expected rate. . . . . . $ Decrease in tax 3,235 Amount % 34.0% Amount 3,947 $ % 34.0% Amount 4,803 $ % 34.0% resulting from: Tax-exempt income . . . . . . Tax credits . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . Effective income tax (1,512) (1,048) (38) (15.9) (11.0) (0.4) (1,425) (363) (198) (12.3) (3.1) (1.7) (1,275) (177) (127) (9.0) (1.3) (0.9) and rate . . . . . . . . . . . . . $ 637 6.7% $ 1,961 16.9% $ 3,224 22.8% NOTE 11 - EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plan The Company has a noncontributory defined benefit pension plan (the “Plan”) for all employees meeting certain age, length of service requirements, and were hired prior to January 1, 2004, at which time entrance into the Plan was frozen. Benefits are based primarily on years of service and the average annual compensation during the highest five consecutive years within the final ten years of employment. The Company adopted the recognition provisions of FAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans and initially applied them to the funded status of its defined benefit pension plan as of December 31, 2006. The initial recognition of the funded status of its defined benefit pension plan resulted in a decrease in Shareholder’s equity of $579,000, which was net of a tax benefit of $298,000. The following table sets forth the obligation and funded status as of December 31: (In Thousands) Change in benefit obligation: 2007 2006 Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . $ Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial loss (gain). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, change in actuarial assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in plan assets: Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . Actual loss on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expenses paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Accounts recognized on balance sheet as: Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,510 466 486 80 (210) 1,118 10,450 6,990 531 580 (210) — 7,891 (2,559) (2,559) Amounts not yet recognized as a component of net periodic pension cost: Amounts recognized in accumulated other comprehensive income (loss) consists of: Net transition asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (12) 153 1,942 2,083 $ $ $ $ $ 8,780 467 434 (785) (186) (200) 8,510 6,011 629 550 (186) (14) 6,990 (1,520) (1,520) (15) 179 713 877 17 The accumulated benefit obligation for the Plan was $7,835,000 and $6,451,000 at December 31, 2007 and 2006, respectively. Components of Net Periodic Cost and Other Amounts Recognized in other Comprehensive Income as of December 31, 2007, 2006, and 2005, respectively, are as follows: (In Thousands) 2007 2006 2005 Net periodic pension cost: Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 467 486 (562) (3) 26 — 414 $ $ 467 434 (485) (3) 26 22 461 $ $ 505 446 (402) (2) 25 65 637 The estimated net transition asset and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $3,000 and $25,000, respectively. Assumptions Weighted-average assumptions used to determine benefit obligations at December 31: 2007 Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.00% Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.00% 2006 5.75% 4.75% Weighted-average assumptions used to determine net periodic cost for years ended December 31: 2007 Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.75% Expected long-term return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.00% Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.75% 2006 5.50% 8.00% 4.50% 2005 5.50% 4.50% 2005 5.75% 8.00% 4.75% The expected long-term rate of return was estimated using market benchmarks by which the plan assets would outperform the market value in the future, based on historical experience adjusted for changes in asset allocation and expectations for overall lower future returns on similar investments compared to past periods. Plan Assets The Plan’s weighted-average asset allocations at December 31, by asset category, are as follows: Asset Category Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 0.2% 39.6% 60.2% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 0.4% 39.2% 60.4% 100.0% 2006 The investment objective for the Plan is to maximize total return with tolerance for slightly above average risk, meaning the fund is able to tolerate short-term volatility to achieve above-average returns over the long term. Asset allocation favors equities, with target allocation of approximately 60% equity securities, 37.5% fixed income securities and 2.5% cash. Due to volatility in the market, the target allocation is not always desirable and asset allocations will fluctuate between the acceptable ranges. The equity portfolio’s exposure is primarily in mid and large capitalization domestic equities with limited exposure to small capitalization and international stocks. It is management’s intent to give the investment managers flexibility, within the overall guidelines, with respect to investment decisions and their timing. However, certain investments require specific review and approval by management. Management is also informed of anticipated, significant modifications of any previously approved investment, or anticipated use of derivatives to execute investment strategies. The following benefit payments that reflect expected future service, as appropriate, are expected to be paid: Estimated future benefit payments: (In Thousands) 2008 . . . . . . . . . . . . . . . . . . . . . . $ 2009 . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . 2013-2017 . . . . . . . . . . . . . . . . . . . . 256 299 320 346 519 3,043 $ 4,783 The company expects to contribute $450,000 to its Pension Plan in 2008. 18 401(k) Savings Plan The Company also offers a 401(k) savings plan in which eligible participating employees may elect to contribute up to a maximum percentage allowable not to exceed the limits of Code Sections 401(k), 404, and 415. The Company may make matching contributions equal to a discretionary percentage that is determined by the Board of Directors. Participants are at all times fully vested in their contributions and vest over a period of five years regarding the employer contribution. Contribution expense was approximately $97,000, $96,000, and $80,000 for the years ended December 31, 2007, 2006, and 2005, respectively. Deferred Compensation Plan The Company has a deferred compensation plan whereby participating directors elect to forego directors’ fees paid in cash. Under this plan, the Company will make payments for a ten-year period beginning at age 65 in most cases or at death, if earlier, at which time payments would be made to their designated beneficiaries. To fund benefits under the deferred compensation plan, the Company has acquired bank-owned life insurance policies on the lives of the participating directors for which insurance benefits are payable to the Company. The Company incurred expenses related to the plan of $84,750, $69,000, and $69,000 for the years ended December 31, 2007, 2006, and 2005, respectively. Benefits paid under the plan were approximately $125,000, $122,000, and $112,000 in 2007, 2006, and 2005 respectively. NOTE 12 - EMPLOYEE STOCK PURCHASE PLAN Effective April 26, 2006 the Company implemented the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Company. The Plan allows for up to 1,000,000 shares to be purchased by employees. The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually. There were 3,090 and 1,355 shares issued under the plan for the years ended December 31, 2007 and 2006, respectively. NOTE 13 - STOCK OPTIONS Prior to 1998, the Company granted a select group of its officers options to purchase shares of its common stock. These options, which are immediately exercisable, expire within three to ten years after having been granted. Also, in 1998, the Company adopted the “1998 Stock Option Plan” for key employees and directors. Incentive stock options and nonqualified stock options may be granted to eligible employees of the Bank and nonqualified options may be granted to directors of the Company. Incentive nonqualified stock options granted under the 1998 Plan may be exercised not later than ten years after the date of grant. Each option granted under the 1998 Plan shall be exercisable only after the expiration of six months following the date of grant of such options. A summary of the status of the Company’s common stock option plans are presented below: Outstanding, beginning of year . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . Outstanding, end of year . . . . . . . . . . . Options exercisable at year-end . . . . . 2007 2006 Weighted- Average Exercise Price 37.41 — 24.72 40.29 37.60 37.60 Shares 11,972 $ — (330) (729) 10,913 $ 10,913 $ Weighted- Average Exercise Price 37.41 — — — 37.41 37.41 Shares 11,972 — — — 11,972 11,972 $ $ $ The following table summarizes information about nonqualified and incentive stock options outstanding at December 31, 2007: Exercise Price 40.29 $ 31.82 24.72 Shares 8,273 1,650 990 Outstanding Exercisable Average Life 1 2 3 Average Exercise Price $ 40.29 31.82 24.72 Shares 8,273 1,650 990 Average Exercise Price $ 40.29 31.82 24.72 NOTE 14 - RELATED PARTY TRANSACTIONS Certain directors and executive officers of the Company and the Bank, including their immediate families and companies in which they are principal owners (more than ten percent), are indebted to the Company. Such indebtedness was incurred in the ordinary course of business on the same terms and at those rates prevailing at the time for comparable transactions with others. A summary of loan activity with executive officers, directors, principal shareholders, and associates of such persons is listed below for the years ended December 31: (In Thousands) Beginning Balance Additions Payments Ending Balance 2007 2006 $ 9,742 9,635 $ 1,711 2,001 $ 2,118 1,894 $ 9,335 9,742 Deposits from related parties held by the Company amounted to $7,796,000 at December 31, 2007 and $4,653,000 at December 31, 2006. 19 NOTE 15 - COMMITMENTS AND CONTINGENT LIABILITIES The following schedule of future minimum rental payments under operating leases with noncancellable terms in excess of one year as of December 31, 2007: (In Thousands) 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 396 326 288 202 180 1,427 __________________ 2,819 __________________ __________________ The Company’s operating lease obligations represent short and long-term lease and rental payments for facilities. Total rental expense for all operating leases for the years ended December 31, 2007, 2006, and 2005 were $423,000, $380,000, and $361,000 respectively. The Company is subject to lawsuits and claims arising out of its business. There are no such legal proceedings or claims currently pending or threatened other than those encountered during the normal course of business. NOTE 16 - OFF-BALANCE SHEET RISK The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments 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 sheet. The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments. The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk. Financial instruments whose contract amounts represent credit risk are as follows at December 31 (In Thousands) Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2007 2006 74,349 974 $ 61,736 1,033 Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, on extension of credit is based on management’s credit assessment of the counterparty. Standby letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance related contracts. The coverage period for these instruments is typically a one year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the coverage period. For secured letters of credit, the collateral is typically Bank deposit instruments or customer business assets. NOTE 17 - CAPITAL REQUIREMENTS Federal regulations require the Company and the Bank to maintain minimum amounts of capital. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average total assets. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) established five Should any institution fail to meet the capital categories ranging from “well capitalized” to “critically undercapitalized.” requirements to be considered “adequately capitalized,” it would become subject to a series of increasingly restrictive regulatory actions. As of December 31, 2007 and 2006, the Federal Deposit Insurance Corporation (“FDIC”) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be classified as a well capitalized financial institution, Total risk- based, Tier 1 risk-based, and Tier 1 leverage capital ratios must be at least 10%, 6%, and 5%, respectively. The Company’s and the Bank’s actual capital ratios are presented in the following tables, which shows that both met all regulatory capital requirements. 20 The Company’s and the Bank’s actual capital ratios are presented in the following tables, which shows that both met all regulatory capital requirements. (In Thousands) Total Capital (to Risk-weighted Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized Tier 1 Capital (to Risk-weighted Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized Tier 1 Capital (to Average Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized (In Thousands) Total Capital (to Risk-weighted Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized Tier 1 Capital (to Risk-weighted Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized Tier 1 Capital (to Average Assets) Actual For Capital Adequacy Purposes To Be Well Capitalized Consolidated Company 2007 2006 Amount Ratio Amount Ratio $ $ $ $ $ $ 70,381 31,280 39,100 66,251 15,640 23,460 66,251 24,664 30,830 18.0% 8.0 10.0 16.9% 4.0 6.0 10.8% 4.0 5.0 Bank 2007 Amount Ratio 57,295 30,350 37,938 53,165 15,175 22,763 53,165 24,124 30,155 15.1% 8.0 10.0 14.0% 4.0 6.0 8.8% 4.0 5.0 $ $ $ $ 73,342 29,299 36,623 68,931 14,649 21,974 68,931 23,332 29,165 20.2% 8.0 10.0 18.8% 4.0 6.0 11.8% 4.0 5.0 2006 Amount Ratio 57,260 28,243 35,304 52,860 14,121 21,182 52,860 22,671 28,339 16.2% 8.0 10.0 15.0% 4.0 6.0 9.3% 4.0 5.0 NOTE 18 - REGULATORY RESTRICTIONS The Pennsylvania Banking Code restricts the availability of capital funds for payment of dividends by all state-chartered banks to the additional paid in capital of the Bank. Accordingly, at December 31, 2007, the balance in the additional paid in capital account totaling $11,657,000 is unavailable for dividends. The Bank is subject to regulatory restrictions, which limit its ability to loan funds to Penns Woods Bancorp, Inc. At December 31, 2007, the regulatory lending limit amounted to approximately $5,780,000. Cash and Due from Banks Included in cash and due from banks are reserves required by the district Federal Reserve Bank of $1,009,000 and $990,000 at December 31, 2007 and 2006. The required reserves are computed by applying prescribed ratios to the classes of average deposit balances. These are held in the form of cash on hand and a balance maintained directly with the Federal Reserve Bank. NOTE 19 - ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS The Company is required to disclose estimated fair values for its financial instruments. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Also, it is the Company’s general practice and intention to hold most of its financial instruments to maturity and not to engage in trading or sales activities. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates. 21 Estimated fair values have been determined by the Company using historical data and an estimation methodology suitable for each category of financial instruments. The estimated fair value of the Company’s investment securities is described in Note 1. The Company’s fair value estimates, methods, and assumptions are set forth below for the Company’s other financial instruments. As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Company, are not considered financial instruments but have value, this estimated fair value of financial instruments would not represent the full market value of the Company. The estimated fair values of the Company’s financial instruments are as follows at December 31: (In Thousands) 2007 2006 Financial assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities: Available for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . Financial liabilities: Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings, FHLB . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Carrying Value Fair Value Carrying Value Fair Value $ 15,433 $ 15,433 $ 15,373 $ 15,373 214,455 277 4,214 356,348 12,375 3,343 314,351 74,671 55,315 106,378 1,744 $ 214,455 279 4,214 357,628 12,375 3,343 314,501 74,671 55,315 106,154 1,744 $ 185,200 283 3,716 356,199 11,346 2,939 322,031 73,160 34,697 82,878 1,532 $ 185,200 286 3,716 356,788 11,346 2,939 320,906 73,160 34,697 82,050 1,532 Cash and Cash Equivalents, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable The fair value is equal to the carrying value. Investment Securities The fair value of investment securities available for sale and held to maturity is equal to the available quoted market price. If no quoted market price is available, fair value is estimated using the quoted market price for similar securities. Regulatory stock’s fair value is equal to its carrying value. Loans Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential real estate, construction real estate, and other consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of performing loans is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Company’s historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. Fair value for significant nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discounted rates are judgmentally determined using available market information and specific borrower information. Bank-Owned Life Insurance The fair value is equal to the Cash Surrender Value of the life insurance policies. Deposits The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW, and money market accounts, is equal to the amount payable on demand as of December 31, 2007 and 2006. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The fair value estimates above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market, commonly referred to as the core deposit intangible. Long-Term Borrowings The fair value of long term borrowings is based on the discounted value of contractual cash flows. Commitments to Extend Credit, Standby Letters of Credit, and Financial Guarantees Written There is no material difference between the notional amount and the estimated fair value of off-balance sheet items at December 31, 2007 and 2006, respectively. The contractual amounts of unfunded commitments and letters of credit are presented in Note 16. 22 NOTE 20 - PARENT COMPANY ONLY FINANCIAL STATEMENTS Condensed financial information for Penns Woods Bancorp, Inc. follows: CONDENSED BALANCE SHEET, DECEMBER 31, (In Thousands) ASSETS: Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in subsidiaries: Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonbank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 2006 $ 15 $ 41 56,971 13,473 234 57,790 16,595 234 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,693 $ 74,660 LIABILITIES AND SHAREHOLDERS’ EQUITY: Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . CONDENSED STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31, (In Thousands) Operating income: Dividends from subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in undistributed net income of subsidiaries . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 134 70,559 $ 66 74,594 70,693 $ 74,660 2007 2006 2005 $ 8,039 1,152 (314) $ 9,890 53 (296) 7,311 3,822 (232) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,877 $ 9,647 $ 10,901 CONDENSED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, (In Thousands) OPERATING ACTIVITIES: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash $ provided by operating activities: Equity in undistributed net income of subsidiaries . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . 2007 2006 2005 8,877 $ 9,647 $ 10,901 (1,152) 67 7,792 (53) (30) 9,564 (3,822) (70) 7,009 INVESTING ACTIVITIES, Investment in subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (637) FINANCING ACTIVITIES: Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . NET DECREASE IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CASH, BEGINNING OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,953) 99 8 (972) (7,818) (26) 41 (6,802) 49 — (2,929) (9,682) (118) 159 CASH, END OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15 $ 41 $ (6,225) — 105 (546) (6,666) (294) 453 159 23 NOTE 21 - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (In Thousands, Except Per Share Data) For the three months ended 2007 March 31, June 30, Sept. 30, Dec. 31, Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax provision . . . . . . . . . . . . . . . . . . Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,679 3,939 _________________ 4,740 40 1,648 326 4,128 _________________ 2,546 265 _________________ $ 2,281 _________________ _________________ 0.59 $ $ 8,793 3,999 _________________ 4,794 10 1,893 293 4,340 _________________ 2,630 295 _________________ $ 2,335 _________________ _________________ 0.60 $ $ 8,977 4,112 _________________ 4,865 10 2,006 — 4,430 _________________ 2,431 109 _________________ $ 2,322 _________________ _________________ 0.59 $ $ 9,500 4,397 _______________ 5,103 90 1,985 (673) 4,418 _______________ 1,907 (32) _______________ $ 1,939 _______________ _______________ 0.50 $ Earnings per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.59 $ 0.60 $ 0.59 $ 0.50 (In Thousands, Except Per Share Data) For the three months ended 2006 March 31, June 30, Sept. 30, Dec. 31, Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax provision . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,022 3,189 _________________ 4,833 198 1,778 559 3,951 _________________ 3,021 566 _________________ $ 2,455 _________________ _________________ 0.62 $ $ 8,347 3,421 _________________ 4,926 198 1,951 265 4,078 _________________ 2,866 432 _________________ $ 2,434 _________________ _________________ 0.62 $ $ 8,547 3,707 _________________ 4,840 89 1,826 561 4,114 _________________ 3,024 560 _________________ $ 2,464 _________________ _________________ 0.62 $ $ 8,837 3,893 _______________ 4,944 150 1,795 294 4,186 _______________ 2,697 403 _______________ $ 2,294 _______________ _______________ 0.59 $ Earnings per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.62 $ 0.62 $ 0.62 $ 0.59 24 Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations RESULTS OF OPERATIONS NET INTEREST INCOME Net interest income is determined by calculating the difference between the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities. To compare the tax-exempt asset yields to taxable yields, amounts are adjusted to taxable equivalents based on the marginal corporate federal tax rate of 34%. The tax equivalent adjustments to net interest income for 2007, 2006, and 2005 were $2,410,000, $2,245,000, and $1,764,000, respectively. 2007 vs 2006 Reported net interest income decreased $41,000 or 0.21% to $19,502,000 for the year ended December 31, 2007 as compared to the year ended December 31, 2006 although the yield on earning assets increased to 6.91% from 6.70%, respectively. On a tax equivalent basis the change in net interest income was an increase of $124,000 which is primarily the result of the yield on investment securities increasing to 6.25% from 5.93% at December 31, 2006. Total interest income increased 6.5% or $2,196,000 primarily due to growth in the average balance of the loan portfolio of $8,688,000 coupled with an increase in the loan yield to 7.27% from 7.10% at December 31, 2006. Interest and dividend income generated from the investment portfolio and interest bearing cash deposits increased $975,000. The increase was the result of the yield on the investment portfolio increasing 32 basis points while the average balance of the investment portfolio increased by $8,749,000. Interest expense increased $2,237,000 to $16,447,000 for the year ended December 31, 2007 as compared to 2006. The majority of the increase, 91% or $2,043,000, is related to increased levels of average deposits and increased rates being paid on deposit accounts, which had an average rate paid of 3.35% and 2.88% for the years ended December 31, 2007 and 2006, respectively. The increases were driven by market competition and rate increases enacted throughout 2006 by the Federal Open Markets Committee (FOMC) resulting in a higher average prime rate during 2007 than 2006. Interest expense related to time deposits increased $2,121,000 as the average rate paid on time deposits increased to 4.73% from 4.11% for the year ended December 31, 2006. The increase in time deposit rates was the result of competitive pressure, FOMC rate increases, rate specials related to the opening of a new branch and the one year anniversary of a second, and incentive to customers to invest in short-term time deposits. In addition, the average balance in time deposits increased $21,508,000 due to the before mentioned rate specials, transfer of dollars from transaction accounts due to the increasing rate disparity between products, and the use of brokered deposits to limit the reliance on short-term FHLB funding. The rate paid on borrowings increased to 4.57% from 4.50% for the year ended December 31, 2007. The increase in rate resulted in interest expense on borrowings increasing $194,000 with the majority of the increase occurring in the short-term borrowing category. The short-term borrowing rate increased 11 basis points to 4.45% due to the FOMC rate increases since the start of 2006. Interest expense associated with long-term borrowings increased $58,000 due to the average balance of long-term FHLB borrowings increasing $253,000 and a weighted average interest rate on the long-term debt increase of 6 basis points to 4.62% at December 31, 2007. 2006 vs 2005 Reported net interest income decreased $979,000 or 4.8% to $19,543,000 for the year ended December 31, 2006 as compared to the year ended December 31, 2005 as the yield on earning assets increased to 6.70% from 6.29%, respectively. On a tax equivalent basis the change in net interest income was a decrease of $498,000 which is the result of the rate paid on interest bearing liabilities increasing at nearly twice the rate of increases in the yield on earning assets. Total interest income increased 9.2% or $2,850,000 primarily due to growth in the average balance of the loan portfolio of $22,150,000 coupled with an increase in loan yield to 7.10% from 6.73% at December 31, 2005. Interest and dividend income generated from the investment portfolio and interest bearing cash deposits increased $98,000. The increase was the result of the yield on the investment portfolio increasing 39 basis points while the average balance of the investment portfolio declined by $3,474,000. Interest expense increased $3,829,000 to $14,210,000 for the year ended December 31, 2006 as compared to 2005. The majority of the increase, 82% or $3,134,000, is related to increased rates being paid on deposit accounts, which had an average rate paid of 2.88% and 1.98% for the years ended December 31, 2006 and 2005, respectively. The increases were driven by market competition and rate increases enacted by the Federal Open Markets Committee (FOMC). Interest expense related to time deposits increased $2,827,000 as the average rate paid on time deposits increased to 4.11% from 3.02% for the year ended December 31, 2005. The increase in time deposit rates was the result of competitive pressure, FOMC rate increases, rate specials related to the opening of a new branch and the one year anniversary of a second, and incentive to customers to invest in short-term time deposits. In addition, the average balance in time deposits increased $30,130,000 due to the before mentioned rate specials, transfer of dollars from transaction accounts due to the increasing rate disparity between products, and the use of brokered deposits to limit the reliance on short-term FHLB funding. The rate paid on borrowings increased to 4.50% from 4.08% for the year ended December 31, 2006. The increase in rate resulted in interest expense on borrowings increasing $695,000 with the majority of the increase occurring in the short-term borrowing category. The short-term borrowing rate increased 144 basis points to 4.34% due to the FOMC rate increases since the start of 2005. Interest expense associated with long-term borrowings increased $123,000 due to the average balance of long-term FHLB borrowings increasing $2,417,000 while the weighted average interest rate on the long-term debt remained constant. 25 AVERAGE BALANCES AND INTEREST RATES The following tables set forth certain information relating to the Company’s average balance sheet and reflect the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. (In Thousands) Average Balance 2007 Interest Average Rate ASSETS: Tax-exempt loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ All other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,857 353,528 361,385 93,480 99,728 193,208 345 554,938 42,602 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 597,540 LIABILITIES: Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Super Now deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money market deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest-bearing liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . Demand deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,710 46,596 23,920 198,029 327,255 36,816 83,490 120,306 447,561 69,953 6,924 73,102 485 25,779 26,264 5,474 6,602 12,076 19 38,359 428 611 540 9,372 10,951 1,639 3,857 5,496 16,447 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . . . $ 597,540 Interest rate spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income/margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,912 6.17% 7.29% 7.27% 5.86% 6.62% 6.25% 5.51% 6.91% 0.73% 1.31% 2.26% 4.73% 3.35% 4.45% 4.62% 4.57% 3.67% 3.24% 3.95% • Fees on loans are included with interest on loans. Loan fees are included in interest income as follows: 2007 $453,000, 2006 $478,000, 2005 $491,000. • Information on this table has been calculated using average daily balance sheets to obtain average balances. • Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings. • Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate. 26 Average Balance 2006 Interest Average Rate Average Balance 2005 Interest Average Rate 503 24,545 25,048 4,837 6,102 10,939 11 35,998 509 655 493 7,251 8,908 1,503 3,799 5,302 14,210 $ $ $ $ 8,173 344,524 352,697 91,767 92,692 184,459 152 537,308 40,413 577,721 61,958 47,294 23,905 176,521 309,678 34,612 83,237 117,849 427,527 69,668 5,899 74,627 $ 577,721 $ 21,788 6.15% 7.12% 7.10% 5.27% 6.58% 5.93% 7.24% 6.70% 0.82% 1.38% 2.06% 4.11% 2.88% 4.34% 4.56% 4.50% 3.32% 3.38% 4.06% 307 21,924 22,231 5,529 4,882 10,411 25 32,667 500 438 412 4,424 5,774 931 3,676 4,607 10,381 $ $ $ $ 5,370 325,177 330,547 115,041 72,892 187,933 873 519,353 33,308 552,661 64,795 50,756 29,317 146,391 291,259 32,114 80,820 112,934 404,193 69,457 4,057 74,954 $ 552,661 $ 22,286 Reconcilement of Taxable Equivalent Net Interest Income 2007 2006 2005 Total interest income. . . . . . . . . . . . . . . . . . . . . . . . . . $ Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax equivalent adjustment . . . . . . . . . . . . . . . . . . . . . Net interest income (fully taxable equivalent) . . . . . . . . . . . . . . . . . . . . . . $ $ 35,949 16,447 19,502 2,410 33,753 14,210 19,543 2,245 21,912 $ 21,788 $ $ 30,903 10,381 20,522 1,764 22,286 5.72% 6.74% 6.73% 4.81% 6.70% 5.54% 2.86% 6.29% 0.77% 0.86% 1.41% 3.02% 1.98% 2.90% 4.55% 4.08% 2.57% 3.72% 4.29% 27 Rate/Volume Analysis The table below sets forth certain information regarding changes in our interest income and interest expense for the periods indicated. For interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate) and (ii) changes in rates (changes in rate multiplied by old average volume). Increases and decreases due to both interest rate and volume, which cannot be separated, have been allocated proportionally to the change due to volume and the change due to interest rate. Income and interest rates are on a taxable equivalent basis. (In Thousands) Year Ended December 31, 2007 vs 2006 Increase (Decrease) Due to Rate Volume Net 2006 vs 2005 Increase (Decrease) Due to Rate Volume Net Interest income: Loans, tax-exempt. . . . . . . . . . . . . . . . . . . . . $ Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable investment securities . . . . . . . . . . . . Tax-exempt investment securities . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . . . . . (20) $ 650 88 466 12 2 $ 584 549 34 (4) Total interest-earning assets. . . . . . . . . . . . 1,196 1,165 Interest expense: Savings deposits . . . . . . . . . . . . . . . . . . . . . . Super Now deposits . . . . . . . . . . . . . . . . . . . Money market deposits. . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . Total interest-bearing liabilities . . . . . . . . . (30) (10) — 344 100 12 416 (51) (34) 47 1,777 36 46 1,821 (18) 1,234 637 500 8 2,361 (81) (44) 47 2,121 136 58 2,237 $ 174 $ 22 $ 1,342 (1,192) 1,304 (32) 1,596 (23) (32) (86) 471 65 110 505 1,279 500 (84) 18 1,735 32 249 167 2,356 507 13 3,324 196 2,621 (692) 1,220 (14) 3,331 9 217 81 2,827 572 123 3,829 Change in net interest income . . . . . . . . . . . $ 780 $ (656) $ 124 $ 1,091 $ (1,589) $ (498) PROVISION FOR LOAN LOSSES 2007 vs 2006 The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identification and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with specific lending segments. Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 2007, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy or employment and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets and charge-offs, increased loan loss provisions and reductions in interest income. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Bank’s loan loss allowance. The banking regulators could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination. The allowance for loan losses decreased from $4,185,000 at December 31, 2006 to $4,130,000 at December 31, 2007. At December 31, 2007, allowance for loan losses was 1.15% of total loans compared to 1.16% of total loans at December 31, 2006. Management’s conclusion is that the allowance for loan losses is adequate to provide for probable losses inherent in its loan portfolio as of the consolidated balance sheet date. The provision for loan losses totaled $150,000 for the year ended December 31, 2007. The provision for the same period in 2006 was $635,000. Management concluded that the decrease of the provision was appropriate when considering the gross loan growth experienced during 2007 of $94,000 coupled with the low levels of charge-offs and delinquencies during the year. Utilizing both internal and external resources, as noted, senior management has concluded that the allowance for loan losses remains at a level adequate to provide for probable losses inherent in the loan portfolio. 2006 vs 2005 The allowance for loan losses increased 13.8% or $506,000 from fiscal 2005 after net charge-offs of $129,000 contributed to a year-end allowance for loan losses of $4,185,000 or 1.16% of total loans. Based upon this analysis, as well as the others noted above, senior management concluded that the allowance for loan losses was at a level adequate to provide for probable losses inherent in the loan portfolio at December 31, 2006. 28 Following is a table showing the changes in the allowance for loan losses for the years ended December 31: (In Thousands) 2007 2006 2005 2004 2003 Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,185 $ 3,679 $ 3,338 $ 3,069 $ 2,953 Charge-offs: Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . Installment loans to individuals. . . . . . . . . . . . . . . . . Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries: Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . Installment loans to individuals. . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions charged to operations . . . . . . . . . . . . . . . . . . . . . — 103 201 304 13 1 85 99 205 150 50 28 249 327 68 40 90 198 129 635 132 206 108 446 45 8 14 67 379 720 121 50 112 283 50 4 33 87 196 465 63 37 116 216 42 16 19 77 139 255 Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,130 $ 4,185 $ 3,679 $ 3,338 $ 3,069 Ratio of net charge-offs during the period to average loans outstanding during the period . . . . . . . . . . . . . . . . . . . . . . . 0.06% 0.04% 0.11% 0.06% 0.05% NON-INTEREST INCOME 2007 vs 2006 Total non-interest income decreased $1,551,000 from the year ended December 31, 2007 to 2006. Excluding security (loss) gains and the gain on sale of loans, non-interest income increased $114,000. Service charges decreased $120,000 as overdraft protection fees declined and customers migrated to new checking accounts having reduced or no service charges. Earnings on bank-owned life insurance increased $36,000. Insurance commissions decreased $59,000 due to a reduction in the overall commission, from the underwriter, that The M Group receives on each insurance contract written. Management of The M Group continues to pursue new and build upon current relationships. However, the sales cycle for insurance and investment products can take typically from six months to one year or more to complete. The sales call program continues to expand to other financial institutions, which results in additional revenue for The M Group. The increase in other income was primarily due to increases in revenues from debit card transactions, merchant card commissions, and commissions generated by The M Group for securities transactions. (In Thousands) 2007 Amount % Total 2006 Amount % Total Deposit service charges . . . . . . . . . . . . . . . . . . . . $ 2,246 (54) Securities (losses) gains, net . . . . . . . . . . . . . . . . 410 Bank-owned life insurance. . . . . . . . . . . . . . . . . . 921 Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . 2,222 Insurance commissions . . . . . . . . . . . . . . . . . . . . 1,733 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income. . . . . . . . . . . . . . . . . $ 7,478 30.03 % (0.72 ) 5.48 12.32 29.72 23.17 100.00 % $ 2,366 1,679 374 853 2,281 1,476 $ 9,029 26.20 % 18.60 4.14 9.45 25.26 16.35 100.00 % Change Amount $ (120) (1,733) 36 68 (59) 257 $ (1,551) % (5.07)% (103.22) 9.63 7.97 (2.59) 17.41 (17.18)% 2006 vs 2005 Total non-interest income decreased $402,000 from the year ended December 31, 2005 to 2006. Excluding security gains and the gain on sale of loans, non-interest income increased $120,000. Service charges increased $138,000 due to the full year impact of an overdraft protection program that was started in May 2005. Earnings on bank-owned life insurance decreased $194,000, however, the year ended December 31, 2005 included the receipt of $196,000 due to a death benefit claim. Insurance commissions decreased $46,000 due to a reduction in the overall commission, from the underwriter, that The M Group receives on each insurance contract written. Management of The M Group continues to pursue new and build upon current relationships. However, the sales cycle for insurance and investment products can take typically from six months to one year or more to complete. The sales call program continues to expand to other financial institutions, which results in additional revenue for The M Group. The increase in other income was primarily due to increases in revenues from debit cards and fees associated with the origination of mortgage loans on the behalf of PHFA and other secondary market entities. 29 (In Thousands) 2006 Amount % Total 2005 Amount % Total Change Amount % Deposit service charges . . . . . . . . . . . . . . . . . . . . $ 2,366 1,679 Securities gains, net . . . . . . . . . . . . . . . . . . . . . . . 374 Bank-owned life insurance. . . . . . . . . . . . . . . . . . 853 Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . 2,281 Insurance commissions . . . . . . . . . . . . . . . . . . . . 1,476 Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income. . . . . . . . . . . . . . . . . $ 9,029 26.20 % 18.60 4.14 9.45 25.26 16.35 100.00 % $ 2,228 2,190 568 864 2,327 1,254 $ 9,431 23.62 % 23.22 6.02 9.16 24.68 13.30 100.00 % $ $ 138 (511) (194) (11) (46) 222 (402) 6.19 % (23.33) (34.15) (1.27) (1.98) 17.70 (4.26)% NON-INTEREST EXPENSES 2007 vs 2006 Total non-interest expenses increased $987,000 from the year ended December 31, 2006 to December 31, 2007. Salaries and employee benefits increased by $245,000 and were attributed to several items including standard cost of living wage adjustments for employees, full year impact of the Montoursville branch, and increased benefit costs. Occupancy expense increased due to the new branch in Montoursville, which opened in the third quarter of 2006, and increased cost of maintenance and property taxes. Amortization increase is attributed to a low income housing partnership that began operation during the fourth quarter of 2006. (In Thousands) 2007 Amount % Total 2006 Amount % Total Change Amount % Salaries and employee benefits . . . . . . . . . . . . . . $ 9,078 1,306 Occupancy, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,126 Furniture and equipment . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . 643 Amortization of investment in limited partnership . . . . . . . . . . . . . . . . . . . . . . Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 761 4,402 Total non-interest income. . . . . . . . . . . . . . . . . $ 17,316 52.43 % 7.54 6.50 3.71 4.39 25.43 100.00 % $ 8,833 1,137 1,201 598 245 4,315 $ 16,329 54.09 % 6.96 7.36 3.66 1.50 26.43 100.00 % $ $ 245 169 (75) 45 516 87 987 2.77 % 14.86 (6.24) 7.53 210.61 2.02 6.04 % 2006 vs 2005 Total non-interest expenses increased $1,221,000 from the year ended December 31, 2005 to December 31, 2006. Salaries and employee benefits increased by $519,000 and was the result of increased staffing due in part to two new branches since mid 2005, standard wage increases, and increased health insurance costs. Occupancy expense and furniture and equipment expenses increased primarily due to the before mentioned branch additions and increased maintenance costs related to the software and equipment utilized by the Bank. Other expenses and amortization of investments in limited partnership increased $377,000 as amortization of the low income housing partnership investments increased $155,000 and due to general increases in the cost of business specifically Pennsylvania shares tax, donations, and director fees. The increase in low income housing partnership investment amortization is the result of the Bank’s involvement with two partnerships that became eligible for tax credit recognition during 2006. (In Thousands) 2006 Amount % Total 2005 Amount % Total Change Amount % Salaries and employee benefits . . . . . . . . . . . . . . $ 8,833 1,137 Occupancy, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,201 Furniture and equipment . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . 598 Amortization of investment in limited partnership . . . . . . . . . . . . . . . . . . . . . . . Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 245 4,315 Total non-interest income. . . . . . . . . . . . . . . . . $ 16,329 54.09 % 6.96 7.36 3.66 1.50 26.43 100.00 % $ 8,314 1,089 973 549 90 4,093 $ 15,108 55.03 % 7.21 6.44 3.63 $ 519 48 228 49 6.24 % 4.41 23.43 8.93 0.60 27.09 100.00 % 155 222 $ 1,221 172.22 5.42 8.08 % INCOME TAXES 2007 vs 2006 The provision for income taxes for the year ended December 31, 2007 resulted in an effective income tax rate of 6.7% compared to 16.9% for 2006. This decrease is the result of a shift in the investment portfolio from taxable mortgage-backed bonds to tax- exempt municipal bonds coupled with the receipt of tax credits related to low income housing partnerships. 2006 vs 2005 The provision for income taxes for the year ended December 31, 2006 resulted in an effective income tax rate of 16.9% compared to 22.8% for 2005. This decrease is the result of a shift in the investment portfolio from taxable mortgage-backed bonds to tax- exempt municipal bonds coupled with the receipt of tax credits related to low income housing partnerships. 30 INVESTMENTS FINANCIAL CONDITION 2007 The estimated fair value of the investment portfolio increased $29,429,000 or 15.77% from December 31, 2006 to 2007, while the amortized cost increased $35,762,000 over the same period. The majority of the changes in value occurred within the state and municipal segment of the portfolio. The amortized cost position in state and political securities increased $14,993,000 as the Bank continued to build call protection, maintain taxable equivalent yields, reduce the effective federal income tax rate, and invest in communities across the Commonwealth of Pennsylvania and the country. The amortized cost position of other debt securities increased $13,919,000 as the Bank began a new leverage transaction to enhance net interest income, return on average assets, and return on average equity. The increased level of unrealized losses, which offset the increase in amortized cost, was the result of changes in the yield curve, not credit quality, as the credit quality of the portfolio remains sound. 2006 The investment portfolio decreased $1,800,000 or 0.96% from December 31, 2005 to 2006. The decrease was the result of the cash flow from the portfolio being utilized to assist in the funding of the higher yielding loan portfolio. Within the portfolio, the asset allocation continued to be weighted in tax-exempt municipal bonds. This continued shift to a tax-exempt weighting was part of a strategy to increase yield, provide call protection, and to reduce the Company’s overall effective tax rate. At December 31, 2006 the portfolio was comprised of 55.56% tax-exempt bonds as compared to 47.66% at December 31, 2005. The taxable portion of the portfolio was revamped to reduce exposure to falling interest rates, while at the same time increasing the current yield. The carrying amounts of investment securities at the dates indicated are summarized as follows for the years ended December 31: (In Thousands) U.S. Treasury securities: 2007 2006 2005 Balance %Portfolio Balance %Portfolio Balance %Portfolio Available for sale . . . . . . . . . . . . . . . . . . . . . $ — — $ — — $ — — U.S. Government agencies: Held to maturity . . . . . . . . . . . . . . . . . . . . . . Available for sale . . . . . . . . . . . . . . . . . . . . . 14 62,904 State and political subdivisions (tax-exempt): Held to maturity . . . . . . . . . . . . . . . . . . . . . . Available for sale . . . . . . . . . . . . . . . . . . . . . — 107,314 State and political subdivisions (taxable): Held to maturity . . . . . . . . . . . . . . . . . . . . . . Available for sale . . . . . . . . . . . . . . . . . . . . . Other bonds, notes and debentures: Held to maturity . . . . . . . . . . . . . . . . . . . . . . Available for sale . . . . . . . . . . . . . . . . . . . . . Total bonds, notes and debentures . . . . . . . . Corporate stock - Available for sale . . . . . . . . . . . . — 10,501 263 15,767 196,763 17,969 0.01% 29.29% — 49.98% — 4.89% 0.12% 7.34% 91.63% 8.37% 26 54,152 — 103,057 — 2,889 257 2,024 162,405 23,078 0.01% 29.20% — 55.56% — 1.56% 0.14% 1.09% 87.56% 12.44% 28 63,953 — 89,265 — 4,826 237 1,719 160,028 27,255 0.01% 34.15% — 47.66% — 2.58% 0.13% 0.92% 85.45% 14.55% Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 214,732 100.00% $ 185,483 100.00% $ 187,283 100.00% 31 The following table shows the maturities and repricing of investment securities, at amortized cost, at December 31, 2007 and the weighted average yields (for tax-exempt obligations on a fully taxable basis assuming a 34% tax rate) of such: (In Thousands) Within One Year After one But within Five years After five But within Ten years After Ten Years Amortized Cost Total U.S. Treasury securities: HTM Amount. . . . . . . . . . . . . . . . . . . $ Yield . . . . . . . . . . . . . . . . . . . . . . . . . . AFS Amount . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — — — U.S. Government agencies: HTM Amount. . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . AFS Amount . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . State and political subdivisions (tax-exempt): HTM Amount. . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . AFS Amount . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . State and political subdivisions (taxable): HTM Amount. . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . AFS Amount . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . Other bonds, notes and debentures: — — — — — — — — — — — — — $ — — — — — 750 5.02% — — — — — — — — HTM Amount. . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . AFS Amount . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amount . . . . . . . . . . . . . . . . . . . $ Total Yield . . . . . . . . . . . . . . . . . . . . . 50 5.83% 75 4.96% 125 5.31% $ 123 6.37% 50 6.45% 923 5.28% $ — $ — — — — — — — — 392 6.24% — — — — 90 5.77% 3 5.54% 485 6.15% — $ — — — — — — — 14 9.07% 61,632 5.81% — — 108,355 4.31% — — 10,904 5.41% — — 15,789 6.18% 14 9.07% 62,382 5.80% — — 108,747 4.32% — — 10,904 5.41% 263 6.06% 15,917 6.18% $ 196,694 $ 198,227 4.99% 5.00% Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total Investment Portfolio Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total Investment Portfolio Yield. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,776 218,003 4.54% All yields represent weighted average yields expressed on a tax equivalent basis. They are calculated on the basis of the cost, adjusted for amortization of premium and accretion of discount, and effective yields weighted for the scheduled maturity of each security. The taxable equivalent adjustment represents the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate (derived by dividing tax-exempt interest by 66%). LOAN PORTFOLIO 2007 Gross loans of $360,478,000 at December 31, 2007 represented an increase of $94,000 from December 31, 2006. The continued emphasis on well collateralized real estate loans resulted in real estate secured loans increasing $1,991,000 from December 31, 2006 to 2007. The success in carrying out this long term strategy has played a significant role in limiting net charge-offs for 2007 to 0.06% of average loans. Commercial and agricultural loans declined due to the before mentioned emphasis on real estate secured loans versus equipment, receivables, or inventory secured loans. 2006 Gross loans of $360,384,000 at December 31, 2006 represented an increase of $21,946,000 from December 31, 2005. The continued emphasis on well collateralized real estate loans resulted in real estate secured loans increasing $22,560,000 from December 31, 2005 to 2006. The success in carrying out this long term strategy has played a significant role in limiting net charge- offs for 2006 to 0.04% of average loans. Commercial and agricultural loans declined due to the before mentioned emphasis on real estate secured loans versus equipment, receivables, or inventory secured loans. The amounts of loans outstanding at the indicted dates are shown in the following table according to type of loan: (In Thousands) Commercial and agricultural . . . . . . . . $ Real estate mortgage: 35,739 36,995 37,553 31,100 2007 2006 2005 2004 $ $ $ $ Residential . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . Construction. . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . Less: Net deferred loan fees . . . . . . . . . 163,268 132,943 16,152 13,317 941 158,219 135,404 16,749 14,035 1,018 150,000 127,131 10,681 14,135 1,062 147,461 123,757 8,365 14,918 1,096 Gross loans . . . . . . . . . . . . . . . . . . . . . . $ 360,478 $ 360,384 $ 338,438 $ 324,505 $ 32 2003 24,520 147,697 82,896 7,652 14,003 940 275,828 The amounts of domestic loans at December 31, 2007 are presented below by category and maturity: (In Thousands) Loans with floating interest rates: Real Estate Commercial and Other Installment Loan to Individuals Total 1 year or less . . . . . . . . . . . . . . . . . . . . . . . 1 through 5 years. . . . . . . . . . . . . . . . . . . . 5 through 10 years. . . . . . . . . . . . . . . . . . . After 10 years . . . . . . . . . . . . . . . . . . . . . . Total floating interest rate loans . . . . . . $ 25,014 9,215 28,421 196,938 ___________________ 259,588 ___________________ $ 9,105 1,608 4,421 1,918 _____________________ 17,052 _____________________ $ 2,258 151 6 391 ____________________ 2,806 ____________________ $ 36,377 10,974 32,848 199,247 _____________________ 279,446 _____________________ Loans with predetermined interest rates: 1 year or less . . . . . . . . . . . . . . . . . . . . . . . 1 through 5 years. . . . . . . . . . . . . . . . . . . . 5 through 10 years. . . . . . . . . . . . . . . . . . . After 10 years . . . . . . . . . . . . . . . . . . . . . . Total predetermined interest rate loans . . . Total . . . . . . . . . . . . . . . . . . . . . . . . 5,609 15,843 19,578 10,480 ___________________ 51,510 311,098 $ ___________________ ___________________ 1,091 9,992 7,693 189 _____________________ 18,965 36,017 $ _____________________ _____________________ 1,355 8,495 646 61 ____________________ 10,557 13,363 $ ____________________ ____________________ 8,055 34,330 27,917 10,730 _____________________ 81,032 360,478 $ _____________________ _____________________ • The loan maturity information is based upon original loan terms and is not adjusted for “rollovers.” In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, as to principal amount at interest rates prevailing at the date of renewal. • Scheduled repayments are reported in maturity categories in which the payment is due. The Bank does not make loans that provide for negative amortization nor do any loans contain conversion features. The Bank does not have any foreign loans outstanding at December 31, 2007. ALLOWANCE FOR LOAN LOSSES 2007 The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio, as of the consolidated balance sheet date. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses charged to operations. The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also performed annually for the Bank. Management remains committed to an aggressive program of problem loan identification and resolution. The allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to nonperforming loans and its knowledge and experience with specific lending segments. Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 2007, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy or employment and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets and charge-offs, increased loan loss provisions and reductions in interest income. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Bank’s loan loss allowance. The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination. The allowance for loan losses decreased from $4,185,000 at December 31, 2006 to $4,130,000 at December 31, 2007. At December 31, 2007, allowance for loan losses was 1.15% of total loans compared to 1.16% of total loans at December 31, 2006. This percentage is consistent with the Bank’s historical experience and peer banks. Management’s conclusion is that the allowance for loan losses is adequate to provide for probable losses inherent in its loan portfolio as of the balance sheet date. 2006 At December 31, 2006, the allowance for loan losses as a percent of total loans increased to 1.16% from 1.09% at December 31, 2005. Gross loans increased by $21,946,000 from $338,438,000 at December 31, 2005 to $360,384,000 at December 31, 2006. Based on management’s loan-by-loan review, the past performance of the borrowers and current economic conditions, including recent business closures and bankruptcy levels, management does not anticipate any current losses related to nonaccrual, nonperforming, or classified loans above those that have already been considered in its overall judgment of the adequacy of the reserve. NONPERFORMING LOANS Non-accrual loans increased to $955,000 at December 31, 2007 primarily due to the addition of a commercial real estate relationship which has filed for bankruptcy. Overall nonperforming loans increased $831,000 to $1,320,000 from fiscal year end 2006. The following table presents information concerning nonperforming loans. The accrual of interest will be discontinued when the principal or interest of a loan is in default for 90 days or more, or as soon as payment is questionable, unless the loan is well secured 33 and in the process of collection. Consumer loans and residential real estate loans secured by 1 to 4 family dwellings shall ordinarily not be subject to those guidelines. The reversal of previously accrued but uncollected interest applicable to any loan placed in a nonaccrual status and the treatment of subsequent payments of either principal or interest will be handled in accordance with U.S. generally accepted accounting principles. These principles do not require a write-off of previously accrued interest if principal and interest are ultimately protected by sound collateral values. A nonperforming loan may be restored to an accruing status when: 1. Principal and interest is no longer due and unpaid. 2. It becomes well secured and in the process of collection. 3. Prospects for future contractual payments are no longer in doubt. (In Thousands) Total Nonperforming Loans Nonaccrual 90 Days Past Due 2007 . . . . . . . . . . . . . . . . . . . . . . . . $ 2006 . . . . . . . . . . . . . . . . . . . . . . . . 2005 . . . . . . . . . . . . . . . . . . . . . . . . 2004 . . . . . . . . . . . . . . . . . . . . . . . . 2003 . . . . . . . . . . . . . . . . . . . . . . . . $ 955 370 540 1,381 827 $ 365 119 63 345 429 Total 1,320 489 603 1,726 1,256 The level of nonaccruing loans continues to fluctuate annually and is attributed to the various economic factors experienced both regionally and nationally. Overall the portfolio is well secured with a majority of the balance making regular payments or scheduled to be satisfied in the near future. Presently there are no significant amounts of loans where serious doubts exist as to the ability of the borrower to comply with the current loan payment terms which are not included in the nonperforming categories as indicated above. Management’s judgment in determining the amount of the additions to the allowance charged to operating expense considers the following factors: 1. Economic conditions and the impact on the loan portfolio. 2. Analysis of past loan charge-offs experienced by category and comparison to outstanding loans. 3. Problem loans on overall portfolio quality. 4. Reports of examination of the loan portfolio by the Pennsylvania State Banking Department and the Federal Deposit Insurance Corporation. Allocation in the Allowance for Loan Losses December 31, 2007: Balance at end of period applicable to: Commercial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: $ Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2006: Balance at end of period applicable to: Commercial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: $ Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Percent of Loans in Each Category to Total Loans Amount 823 1,031 1,634 112 228 302 4,130 679 951 1,972 108 295 180 4,185 9.9% 45.2% 36.8% 4.5% 3.6% — 100.0% 7.9% 43.8% 37.5% 4.6% 6.2% — 100.0% 34 December 31, 2005: Balance at end of period applicable to: Commercial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2004: Balance at end of period applicable to: Commercial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2003: Balance at end of period applicable to: Commercial and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Installment loans to individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 582 1,107 1,482 79 192 237 3,679 361 1,280 1,399 75 207 16 3,338 353 1,483 916 77 240 3,069 10.1% 44.2% 37.5% 3.1% 5.1% — 100.0% 9.1% 46.1% 37.5% 2.5% 4.8% — 100.0% 8.5% 53.4% 29.9% 2.8% 5.4% 100.0% DEPOSITS 2007 vs 2006 Total average deposits were $397,208,000 for 2007, an increase of $17,862,000 or 4.71% from 2006. Noninterest-bearing deposits increased slightly to $69,953,000. Time deposits increased $21,508,000 or 12.19% as deposits shifted from transaction accounts to time deposits due to the continued rate disparity between time deposits and other deposit types. The rate on time deposits increased due to the actions taken by the FOMC during 2006, which increased the overall rate paid on time deposits. In addition, the Bank utilized brokered time deposits to supplement market area deposit funding with the level of brokered deposits decreasing $16,197,000 to $8,831,000 at December 31, 2007. 2006 vs 2005 Total average deposits were $379,346,000 for 2006, an increase of $18,630,000 or 5.16% from 2005. Non-interest bearing deposits increased slightly to $69,668,000. Time deposits increased $30,130,000 or 20.58% as deposits shifted from transaction accounts to time deposits due to the continued rate disparity between time deposits and other deposit types. The rate on time deposits has been increasing due to the actions taken by the FOMC and market competition. In addition, the Bank utilized brokered time deposits to supplement market area deposit funding. The average amount and the average rate paid on deposits are summarized below: (In Thousands) Noninterest-bearing . . . . . . . . . . . . . . . . . Savings. . . . . . . . . . . . . . . . . . . . . . . . . . . Super Now . . . . . . . . . . . . . . . . . . . . . . . . Money market . . . . . . . . . . . . . . . . . . . . . Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total average deposits . . . . 2006 Average Amount $ 69,953 58,710 46,596 23,920 198,029 __________________ $ 397,208 __________________ __________________ 2005 Average Amount Rate 0.00% $ 0.73% 1.31% 2.26% 4.73% 2.76% $ 69,668 61,958 47,294 23,905 176,521 _________________ 379,346 _________________ _________________ Rate 0.00% 0.82% 1.38% 2.06% 4.11% 2.35% 2004 Average Amount $ Rate 69,457 0.00% 64,795 0.77% 50,756 0.86% 29,317 1.41% 146,391 3.02% 360,716 1.60% _________________ $ _________________ _________________ 35 SHAREHOLDERS’ EQUITY 2007 Shareholders’ equity decreased $4,035,000 to $70,559,000 at December 31, 2007 as net income outpaced dividends paid, accumulated comprehensive income decreased $5,094,000, and $972,000 in treasury stock was strategically purchased as part of the previously announced stock buyback plan. The decrease in accumulated comprehensive income is the result of a decrease in market value, or net unrealized loss, of the investment portfolio at December 31, 2007 as compared to December 31, 2006, and the net excess of the projected benefit obligation over the market value of the plan assets of the defined benefit pension plan. The current level of shareholders’ equity equates to a book value per share of $18.21 at December 31, 2007 as compared to $19.12 at December 31, 2006 and an equity to asset ratio of 11.23% at December 31, 2007. During the twelve months ended December 31, 2007 cash dividends of $1.79 per share were paid to shareholders. The dividends represented a 3% increase or $0.06 per share over the dividends paid during the comparable period of 2006. 2006 Shareholders’ equity increased $675,000 to $74,594,000 at December 31, 2006 as net income outpaced dividends paid, accumulated comprehensive income increased $710,000, and $2,929,000 in treasury stock was strategically purchased as part of the previously announced stock buyback plan. The increase in accumulated comprehensive income is the result of an increase in market value, or net unrealized gains, of the investment portfolio at December 31, 2006 as compared to December 31, 2005, offset by the net excess of the projected benefit obligation over the market value of the plan assets of the defined benefit pension plan. The current level of shareholders’ equity equates to a book value per share of $19.12 at December 31, 2006 as compared to $18.59 at December 31, 2005 and an equity to asset ratio of 12.59% at December 31, 2006. During the twelve months ended December 31, 2006 cash dividends of $1.73 per share were paid to shareholders. The dividends represented an 11% increase or $0.17 per share over the dividends paid during the comparable period of 2005. Bank regulators have risk based capital guidelines. Under these guidelines the Company and Bank are required to maintain minimum ratios of core capital and total qualifying capital as a percentage of risk weighted assets and certain off-balance sheet items. At December 31, 2007, both the Company’s and Bank’s required ratios were well above the minimum ratios as follows: Tier 1 capital ratio . . . . . . . . . . . . . . . . . Total capital ratio . . . . . . . . . . . . . . . . . . Company 10.8% 18.0% Bank 8.8% 15.1% Minimum Standards 4.0% 8.0% For a more comprehensive discussion of these requirements, see “Regulations and Supervision” in Item 1 of the Annual Report on Form 10-K. Management believes that the Company will continue to exceed regulatory capital requirements. RETURN ON EQUITY AND ASSETS: The ratio of net income to average total assets and average shareholders’ equity and other certain equity ratios are presented as follows: Percentage of net income to: Average total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage of dividends declared to net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage of average shareholders’ equity to average total assets . . . . . . . . . . . . . . . . . . . 1.49% 12.14% 78.33% 12.23% 1.67% 12.93% 70.51% 12.92% 1.97% 14.54% 57.10% 13.56% 2007 2006 2005 36 LIQUIDITY, INTEREST RATE SENSITIVITY AND MARKET RISK Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk. The maintenance of adequate liquidity provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders. Additionally, it provides funds for normal operating expenditures and business opportunities as they arise. The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates. The Company, like other financial institutions, must have sufficient funds available to meet its liquidity needs for deposit withdrawals, loan commitments, and expenses. In order to control cash flow, the bank estimates future flows of cash from deposits and loan payments. The primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, as well as Federal Home Loan Bank borrowings. Funds generated are used principally to fund loans and purchase investment securities. Management believes the Company has adequate resources to meet its normal funding requirements. Management monitors the Company’s liquidity on both a long and short-term basis thereby, providing management necessary information to react to current balance sheet trends. Cash flow needs are assessed and sources of funds are determined. Funding strategies consider both customer needs and economical cost. Both short and long term funding needs are addressed by maturities and sales of available for sale investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold. The use of these resources, in conjunction with access to credit provides core ingredients to satisfy depositor, borrower, and creditor needs. Management monitors and determines the desirable level of liquidity. Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential as well as the current cost of borrowing funds. The Company has a current borrowing capacity at the Federal Home Loan Bank of $220,053,000 with $144,538,000 utilized, leaving $75,515,000 available. In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $29,539,000. The Company’s management believes that it has sufficient liquidity to satisfy estimated short-term and long-term funding needs. Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities. Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them. Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process is affected by segmenting both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected. Repriceable assets are subtracted from repriceable liabilities, for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates. Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted. However, if market rates behave in a manner contrary to predictions, net interest income will suffer. Gaps, therefore, contain an element of risk and must be prudently managed. In addition to gap management, the Company has an asset liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet. INTEREST RATE SENSITIVITY In this analysis the Company examines the result of a 100 and 200 basis point change in market interest rates and the effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The following is a rate shock forecast for the twelve month period ended December 31, 2008 assuming a static balance sheet as of December 31, 2007. (In Thousands) Net interest income . . . . . . . . . $ Change from static . . . . . . . . . . Percent change from static. . . . -200 $ 21,322 188 0.89% Parallel Rate Shock in Basis Points +100 Static -100 $ 21,484 350 1.66% 21,134 — — $ $ 20,578 (556) (2.63)% +200 19,797 (1,337) (6.33)% The model utilized to create the report presented above makes various estimates at each level of interest rate change regarding cash flow from principal repayment on loans and mortgage-backed securities and or call activity on investment securities. Actual results could differ significantly from these estimates which would result in significant differences in the calculated projected change. In addition, the limits stated above do not necessarily represent the level of change under which management would undertake specific measures to realign its portfolio in order to reduce the projected level of change. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. 37 INFLATION The asset and liability structure of a financial institution is primarily monetary in nature, therefore, interest rates rather than inflation have a more significant impact on the Company’s performance. Interest rates are not always affected in the same direction or magnitude as prices of other goods and services, but are reflective of fiscal policy initiatives or economic factors that are not measured by a price index. CRITICAL ACCOUNTING POLICIES The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the consolidated financial statements. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments, and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments. Other Than Temporary Impairment of Equity Securities Equity securities are evaluated periodically to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reason underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. For a full discussion of the Company’s methodology of assessing impairment, refer to Note 3 of “Notes and Consolidated Financial Statements” of the Annual Report on Form 10-K. Allowance for Loan Losses Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment; as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged- off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of “Notes and Consolidated Financial Statements” of the Annual Report on Form 10-K. Goodwill and Other Intangible Assets As discussed in Note 6 of the “Notes to Consolidated Financial Statements” of the Annual Report on Form 10-K, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash flows for future periods. If the future cash flows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value. Deferred Tax Assets We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Our deferred tax assets are described further in Note 10 of “Notes to Consolidated Financial Statements” of the Annual Report on Form 10-K. Pension Benefits Pension costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, benefits earned, interest costs, expected return on plan assets, mortality rates, and other factors. In accordance with generally accepted accounting principles, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and future expense. Our pension benefits are described further in Note 11 of “Notes to Consolidated Financial Statements” of the Annual Report on Form 10-K. CONTRACTUAL OBLIGATIONS The Company has various financial obligations, including contractual obligations which may require future cash payments. The following table presents, as of December 31, 2007, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in “Notes to the Consolidated Financial Statements” of the Annual Report on Form 10-K. (In Thousands) Payments Due in Three to Five Years Over Five Years One to Three Years One Year or Less Total Deposits without a stated maturity . . . . . . . . . . . . . . . . . . . $ 203,340 $ Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchase agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings, FHLB . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings, FHLB . . . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,621 17,154 38,160 29,600 396 — $ — $ 24,372 — — 15,000 614 3,064 — — 25,500 382 — $ 203,340 185,682 625 17,154 — 38,160 — 106,378 36,278 2,819 1,427 The Corporation’s operating lease obligations represent short and long-term lease and rental payments for branch facilities. The Bank leases certain facilities under operating leases which expire on various dates through 2024. Renewal options are available on these leases. 38 CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Report contains certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements which are other than statements of historical fact. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company’s business include the following: general economic conditions and changes in interest rates including their impact on capital expenditures; business conditions in the banking industry; the regulatory environment; rapidly changing technology and evolving banking industry standards; the effect of changes in accounting policies and practices, including increased competition with community, regional and national financial institutions; new service and product offerings by competitors and price pressures; changes in the Company’s organization, compensation and benefit plans; and similar items. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Penns Woods Bancorp, Inc. We have audited the consolidated balance sheets of Penns Woods Bancorp, Inc. and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. We also have audited Penns Woods Bancorp, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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 Report on Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. 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 opinion. 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 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 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 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. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Penns Woods Bancorp, Inc. and subsidiaries as of December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Penns Woods Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Wexford, Pennsylvania March 10, 2008 39 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission file number 0-17077 PENNS WOODS BANCORP, INC. (exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 300 Market Street, P.O. Box 967 Williamsport, Pennsylvania 17703-0967 (Address of principal executive offices) 23-2226454 (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code (570) 322-1111 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $8.33 per share Name of each exchange which registered The NASDAQ Stock Market LLC Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) x x Indicate by check mark if 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 X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See defin- ition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ❒ Accelerated filer ❒ Non-accelerated filer ❒ Smaller reporting company ❒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ❒ Yes ❒ No State the aggregate market value of the voting stock held by non-affiliates of the registrant $133,109,369 at June 30, 2007. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. X x x Class Common Stock, $8.33 Par Value Outstanding at March 4, 2008 3,876,114 Shares 40 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement prepared in connection with its annual meeting of shareholders to be held on April 30, 2008 are incorporated by reference in Part III hereof. INDEX PART I ITEM Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Market for the Registrant’s Common Stock, Related Stockholder Matters, and Issuer Purchase of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations. . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Item 9. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors and Executive Officers of the Registrant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV Item 15. Exhibits and Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAGE 42 45 47 47 47 47 48 50 50 50 51 51 51 52 52 52 52 52 52 53 53 54 63 41 PART I ITEM 1 BUSINESS A. General Development of Business and History On January 7, 1983, Penns Woods Bancorp, Inc. (the “Company”) was incorporated under the laws of the Commonwealth of Pennsylvania as a bank holding company. The Jersey Shore State Bank (the “Bank”) became a wholly owned subsidiary of the Company, and each outstanding share of Bank common stock was converted into one share of Company common stock. This transaction was approved by the shareholders of the Bank on April 11, 1983 and was officially effective on July 12, 1983. The Company’s two other wholly-owned subsidiaries are Woods Real Estate Development Company, Inc. and Woods Investment Company, Inc. The Company’s business has consisted primarily of managing and supervising the Bank, and its principal source of income has been dividends paid by the Bank and Woods Investment Company, Inc. The Bank is engaged in commercial and retail banking which includes the acceptance of time, savings, and demand deposits, the funding of commercial, consumer, and mortgage loans, and safe deposit services. Utilizing a thirteen branch office network, ATMs, internet, and telephone banking delivery channels, the Bank delivers its products and services to the communities it resides in. In October 2000, the Bank acquired The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”). The M Group, which operates as a subsidiary of the Bank, offers insurance and securities brokerage services. Securities are offered by The M Group through ING Financial Partners, Inc., a registered broker-dealer. Neither the Company nor the Bank anticipates that compliance with environmental laws and regulations will have any material effect on capital expenditures, earnings, or on its competitive position. The Bank is not dependent on a single customer or a few customers, the loss of whom would have a material effect on the business of the Bank. The Bank employed 191 persons as of December 31, 2007 in either a full-time or part-time capacity. The Company does not have any employees. The principal officers of the Bank also serve as officers of the Company. Woods Investment Company, Inc., a Delaware holding company, maintains an investment portfolio that is managed for total return and to fund dividend payments to the Company. Woods Real Estate Development Company, Inc. serves the Company through its acquisition and ownership of certain properties utilized by the Bank. A copy of the Code of Ethics and Code of Conduct for the Corporation can be requested from Brian Knepp, Vice President of Finance, at 300 Market Street, Williamsport, PA 17701. A link with access to the Corporation’s SEC 10-K filings, annual reports, and quarterly filings can be found at www.jssb.com. B. Regulation and Supervision The Company is also subject to the provisions of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to supervision and examination by the Board of Governors of the Federal Reserve System (the “FRB”). The Bank is subject to the supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”), as its primary federal regulator and as the insurer of the Bank’s deposits. The Bank is also regulated and examined by the Pennsylvania Department of Banking (the “Department”). The insurance activities of The M Group are subject to regulation by the insurance departments of the various states in which The M Group conducts business including principally the Pennsylvania Department of Insurance. The securities brokerage activities of The M Group are subject to regulation by federal and state securities commissions. The FRB has issued regulations under the BHCA that require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. As a result, the FRB, pursuant to such regulations, may require the Company to stand ready to use its resources to provide adequate capital funds to the Bank during periods of financial stress or adversity. The BHCA requires the Company to secure the prior approval of the FRB before it can acquire all or substantially all of the assets of any bank, or acquire ownership or control of 5% or more of any voting shares of any bank. Such a transaction would also require approval of the Department. A bank holding company is prohibited under the BHCA from engaging in, or acquiring direct or indirect control of, more than 5% of the voting shares of any company engaged in non-banking activities unless the FRB, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Under the BHCA, the FRB has the authority to require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the FRB’s determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. Bank holding companies are required to comply with the FRB’s risk-based capital guidelines. The risk-based capital rules are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and to minimize disincentives for holding liquid assets. Currently, the required minimum ratio of total capital to risk- weighted assets (including certain off-balance sheet activities, such as standby letters of credit) is 8%. At least half of the total capital is required to be Tier 1 capital, consisting principally of common shareholders’ equity, less certain intangible assets. The remainder (“Tier 2 capital”) may consist of certain preferred stock, a limited amount of subordinated debt, certain hybrid capital instruments and other debt securities, 45% of net unrealized gains on marketable equity securities, and a limited amount of the general loan loss allowance. The risk-based capital guidelines are required to take adequate account of interest rate risk, concentration of credit risk, and risks of nontraditional activities. 42 In addition to the risk-based capital guidelines, the FRB requires each bank holding company to comply with the leverage ratio, under which the bank holding company must maintain a minimum level of Tier 1 capital to average total consolidated assets of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are expected to maintain a leverage ratio of at least 4% to 5%. The Bank is subject to similar capital requirements adopted by the FDIC. C. Regulation of the Bank From time to time, various types of federal and state legislation have been proposed that could result in additional regulation of, and restrictions of, the business of the Bank. It cannot be predicted whether any such legislation will be adopted or how such legislation would affect the business of the Bank. As a consequence of the extensive regulation of commercial banking activities in the United States, the Bank’s business is particularly susceptible to being affected by federal legislation and regulations that may increase the costs of doing business. Prompt Corrective Action - The FDIC has specified the levels at which an insured institution will be considered “well- capitalized,” “adequately capitalized,” “undercapitalized,” and “critically undercapitalized.” In the event an institution’s capital deteriorates to the “undercapitalized” category or below, the Federal Deposit Insurance Act (the “FDIA”) and FDIC regulations prescribe an increasing amount of regulatory intervention, including: (1) the institution of a capital restoration plan by a bank and a guarantee of the plan by a parent institution; and (2) the placement of a hold on increases in assets, number of branches, or lines of business. If capital has reached the significantly or critically undercapitalized levels, further material restrictions can be imposed, including restrictions on interest payable on accounts, dismissal of management and (in critically undercapitalized situations) appointment of a receiver. For well-capitalized institutions, the FDIA provides authority for regulatory intervention where the institution is deemed to be engaging in unsafe or unsound practices or receives a less than satisfactory examination report rating for asset quality, management, earnings or liquidity. Deposit Insurance – Historically, there were two deposit insurance funds administered by the FDIC - the Savings Association Insurance Fund (“SAIF”) and the Bank Insurance Fund (“BIF”). The Bank’s deposits were insured under the BIF; however, the deposits assumed by the Bank in connection with the merger of Lock Haven Savings Bank were treated and assessed as SAIF- insured deposits. The FDIC has implemented a risk-related premium schedule for all insured depository institutions that results in the assessment of premiums based on capital and supervisory measure. Under the risk-related premium schedule, the FDIC assigns, on a semiannual basis, each institution to one of three capital groups (well-capitalized, adequately capitalized or undercapitalized) and further assigns such institution to one of three subgroups within a capital group. The institution’s subgroup assignment is based upon the FDIC’s judgment of the institution’s strength in light of supervisory evaluations, including examination reports, statistical analyses, and other information relevant to gauging the risk posed by the institution. Only institutions with a total capital to risk-adjusted assets ratio of 10.0% or greater, a Tier 1 capital to risk-adjusted assets ratio of 6.0% or greater and a Tier 1 leverage ratio of 5.0% or greater, are assigned to the well-capitalized group. As of December 31, 2007, the Bank’s ratios were well above required minimum ratios. The assessment rates range from zero for those institutions with the least risk, to $0.27 for every $100 of insured deposits for institutions deemed to have the highest risk. The Bank is in the category of institutions that presently pay nothing for deposit insurance. While the Bank presently pays no premiums for deposit insurance, it is subject to assessments to pay the interest on Financing Corporation (“FICO”) bonds. FICO was created by Congress to issue bonds to finance the resolution of failed thrift institutions. The current annual FICO assessment for the Bank (and all banks) is $.0132 per $100 of BIF deposits. In February 2006, deposit insurance modernization legislation was enacted. The legislation merged the BIF and SAIF into a single Deposit Insurance Fund, increased deposit insurance coverage for IRAs to $250,000, provided for the future increase of deposit insurance on all accounts by authorizing the FDIC to index the coverage to the rate of inflation, authorized the FDIC to set the reserve ratio of the combined Deposit Insurance Fund at a level between 1.15% and 1.50%, and permitted the FDIC to establish assessments to be paid by insured banks to maintain the minimum ratios. Other Legislation The Fair and Accurate Credit Transactions Act (“FACT”) was signed into law on December 4, 2003. This law extends the previously existing Fair Credit Reporting Act. New provisions added by FACT address the growing problem of identity theft. Consumers will be able to initiate a fraud alert when they are victims of identity theft, and credit reporting agencies will have additional duties. Consumers will also be entitled to obtain free credit reports through the credit bureaus, and will be granted certain additional privacy rights. The Sarbanes-Oxley Act of 2002 was enacted to enhance penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures under the federal securities laws. The Sarbanes-Oxley Act generally applies to all companies, including the Company, that file or are required to file periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or the Exchange Act. The legislation includes provisions, among other things, governing the services that can be provided by a public company’s independent auditors and the procedures for approving such services, requiring the chief executive officer and principal accounting officer to certify certain matters relating to the company’s periodic filings under the Exchange Act, requiring expedited filings of reports by insiders of their securities transactions and containing other provisions relating to insider conflicts of interest, increasing disclosure requirements relating to critical financial accounting policies and their application, increasing penalties for securities law violations, and creating a new public accounting oversight board, a regulatory body subject to SEC jurisdiction with broad powers to set auditing, quality control, and ethics standards for accounting firms. In response to the legislation, the national securities exchanges and NASDAQ have adopted new rules relating to certain matters, including the independence of members of a company’s audit committee as a condition to listing or continued listing. 43 In addition, Congress is often considering some financial industry legislation. The Company cannot predict how any new legislation, or new rules adopted by the federal banking agencies, may affect its business in the future. In addition to federal banking law, the Bank is subject to the Pennsylvania Banking Code. The Banking Code was amended in late 2000 to provide more complete “parity” in the powers of state-chartered institutions compared to national banks and federal savings banks doing business in Pennsylvania. Pennsylvania banks have the same ability to form financial subsidiaries authorized by the Gramm-Leach-Bliley Act, as do national banks. Environmental Laws Environmentally related hazards have become a source of high risk and potential liability for financial institutions relating to their loans. Environmentally contaminated properties owned by an institution’s borrowers may result in a drastic reduction in the value of the collateral securing the institution’s loans to such borrowers, high environmental clean up costs to the borrower affecting its ability to repay the loans, the subordination of any lien in favor of the institution to a state or federal lien securing clean up costs, and liability to the institution for clean up costs if it forecloses on the contaminated property or becomes involved in the management of the borrower. The Company is not aware of any borrower who is currently subject to any environmental investigation or clean up proceeding which is likely to have a material adverse effect on the financial condition or results of operations of the Company. Effect of Government Monetary Policies The earnings of the Company are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States Government and its agencies. The monetary policies of the FRB have had, and will likely continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The FRB has a major effect upon the levels of bank loans, investments, and deposits through its open market operations in the United States Government securities and through its regulation of, among other things, the discount rate on borrowing of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies. DESCRIPTION OF BANK History and Business Jersey Shore State Bank (“Bank”) was incorporated under the laws of the Commonwealth of Pennsylvania as a state bank in 1934 and became a wholly owned subsidiary of the Company on July 12, 1983. As of December 31, 2007, the Bank had total assets of $615,285,000; total shareholders’ equity of $56,971,000 and total deposits of $389,659,000. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation for the maximum amount provided under current law. The Bank engages in business as a commercial bank, doing business at several locations in Lycoming, Clinton, and Centre Counties, Pennsylvania. The Bank offers insurance, securities brokerage services, annuity and mutual fund investment products, and financial planning through its wholly owned subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group. Services offered by the Bank include accepting time, demand and savings deposits including Super NOW accounts, statement savings accounts, money market accounts, fixed rate certificates of deposit, and club accounts. Its services also include making secured and unsecured business and consumer loans that include financing commercial transactions as well as construction and residential mortgage loans and revolving credit loans with overdraft protection. The Bank’s loan portfolio mix can be classified into four principal categories. These are real estate, agricultural, commercial, and consumer. Real estate loans can be further segmented into construction and land development, farmland, one-to-four family residential, multi-family, and commercial or industrial. Qualified borrowers are defined by policy and our underwriting standards. Owner provided equity requirements range from 20% to 30% with a first lien status required. Terms are generally restricted to between 10 and 20 years with the exception of construction and land development, which are limited to one to five years. Real estate appraisals, property construction verifications, and site visitations comply with policy and industry regulatory standards. Prospective residential mortgage customer’s repayment ability is determined from information contained in the application and recent income tax returns. Emphasis is on credit, employment, income, and residency verification. Broad hazard insurance is always required and flood insurance where applicable. In the case of construction mortgages, builders risk insurance is requested. Agricultural loans for the purchase or improvement of real estate must meet the Bank’s real estate underwriting criteria. The only permissible exception is when a Farmers Home Loan Administration guaranty is obtained. Agricultural loans made for the purchase of equipment are usually payable in five years, but never more than seven, depending upon the useful life of the purchased asset. Minimum borrower equity ranges from 20% to 30%. Livestock financing criteria depends upon the nature of the operation. Agricultural loans are also made for crop production purposes. Such loans are structured to repay within the production cycle and not carried over into a subsequent year. Commercial loans are made for the acquisition and improvement of real estate, purchase of equipment, and for working capital purposes on a seasonal or revolving basis. General purpose working capital loans are also available with repayment expected within one year. Equipment loans are generally amortized over three to seven years, with an owner equity contribution required of at least 20% of the purchase price. Insurance coverage with the Bank as loss payee is required, especially in the case where the equipment is rolling stock. It is also a general policy to collateralize non-real estate loans with the asset purchased and, dependant upon loan terms, junior liens are filed on other available assets. Financial information required on all commercial mortgages 44 includes the most current three years balance sheets and income statements and projections on income to be developed through the project. In the case of corporations and partnerships, the principals are often asked to indebt themselves personally as well. Seasonal and revolving lines of credit are offered for working capital purposes. Collateral for such a loan includes the pledge of inventory and/or receivables. Drawing availability is usually 50% of inventory and 75% of eligible receivables. Eligible receivables are defined as invoices less than 90 days delinquent. Exclusive reliance is very seldom placed on such collateral; therefore, other lienable assets are also taken into the collateral pool. Where reliance is placed on inventory and accounts receivable, the applicant must provide financial information including agings on a monthly basis. In addition, the guaranty of the principals is usually obtained. Letter of Credit availability is limited to standbys where the customer is well known to the Bank. Credit criteria is the same as that utilized in making a direct loan. Collateral is obtained in most cases, and whenever the expiration date is beyond one year. Consumer loan products include second mortgages, automobile financing, small loan requests, overdraft check lines, and PHEAA referral loans. Our policy includes standards used in the industry on debt service ratios and terms are consistent with prudent underwriting standards and the use of proceeds. Verifications are made of employment and residency, along with credit history. Second mortgages are confined to equity borrowing and home improvements. Terms are generally ten years or less and rates are fixed. Loan to collateral value criteria is 80% or less and verifications are made to determine values. Automobile financing is generally restricted to five years and done on a direct basis. The Bank, as a practice, does not floor plan and therefore does not discount dealer paper. Small loan requests are to accommodate personal needs such as the purchase of small appliances or for the payment of taxes. Overdraft check lines are limited to $5,000 or less. The Bank’s investment portfolio is analyzed and priced on a monthly basis. Investments are made in U.S. Treasuries, U.S. Agency issues, bank qualified municipal bonds, corporate bonds, and corporate stocks which consist of Pennsylvania bank stocks. Bonds with BAA or better ratings are used, unless a local issue is purchased that has a lesser or no rating. Factors taken into consideration when investments are purchased include liquidity, the Company’s tax position, tax equivalent yield, third party investment ratings, and the policies of the Asset/Liability Committee. The banking environment in Lycoming, Clinton, and Centre Counties, Pennsylvania is highly competitive. The Bank operates thirteen full service offices in these markets and competes for loans and deposits with numerous commercial banks, savings and loan associations, and other financial institutions. The economic base of the region is developed around small business, health care, educational facilities (college and public schools), light manufacturing industries, and agriculture. The Bank has a relatively stable deposit base and no material amount of deposits is obtained from a single depositor or group of depositors, excluding public entities that account for approximately 10% of total deposits. Although the Bank has regular opportunities to bid on pools of funds of $100,000 or more in the hands of municipalities, hospitals, and others, it does not rely on these monies to fund loans or intermediate or longer-term investments. The Bank has not experienced any significant seasonal fluctuations in the amount of its deposits. Supervision and Regulation The earnings of the Bank are affected by the policies of regulatory authorities including the FDIC and the FRB. An important function of the FRB is to regulate the money supply and interest rates. Among the instruments used to implement these objectives are open market operations in U.S. Government Securities, changes in reserve requirements against member bank deposits, and limitations on interest rates that member banks may pay on time and savings deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments on deposits, and their use may also affect interest rates charged on loans or paid for deposits. The policies and regulations of the FRB have had and will probably continue to have a significant effect on the Bank’s deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Bank’s operation in the future. The effect of such policies and regulations upon the future business and earnings of the Bank cannot accurately be predicted. ITEM 1A RISK FACTORS The following sets forth several risk factors that are unique to the Company. Changes in interest rates could reduce our income, cash flows and asset values. Our income and cash flows and the value of our assets depend to a great extent on the difference between the interest rates we earn on interest-earning assets, such as loans and investment securities, and the interest rates we pay on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors which are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, will influence not only the interest we receive on our loans and investment securities and the amount of interest we pay on deposits and borrowings but will also affect our ability to originate loans and obtain deposits and the value of our investment portfolio. If the rate of interest we pay on our deposits and other borrowings increases more than the rate of interest we earn on our loans and other investments, our net interest income, and therefore our earnings, could be adversely affected. Our earnings also could be adversely affected if the rates on our loans and other investments fall more quickly than those on our deposits and other borrowings. Economic conditions either nationally or locally in areas in which our operations are concentrated may adversely affect our business. Deterioration in local, regional, national or global economic conditions could cause us to experience a reduction in deposits and new loans, an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, all of which could adversely affect our performance and financial condition. Unlike larger banks that are more geographically 45 diversified, we provide banking and financial services locally. Therefore, we are particularly vulnerable to adverse local economic conditions. Our financial condition and results of operations would be adversely affected if our allowance for loan losses is not sufficient to absorb actual losses or if we are required to increase our allowance. Despite our underwriting criteria, we may experience loan delinquencies and losses. In order to absorb losses associated with nonperforming loans, we maintain an allowance for loan losses based on, among other things, historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. Determination of the allowance inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which may undergo material changes. At any time there are likely to be loans in our portfolio that will result in losses but that have not been identified as nonperforming or potential problem credits. We cannot be sure that we will be able to identify deteriorating credits before they become nonperforming assets or that we will be able to limit losses on those loans that are identified. We may be required to increase our allowance for loan losses for any of several reasons. Federal regulators, in reviewing our loan portfolio as part of a regulatory examination, may request that we increase our allowance for loan losses. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in our allowance. In addition, if charge-offs in future periods exceed our allowance for loan losses, we will need additional increases in our allowance for loan losses. Any increases in our allowance for loan losses will result in a decrease in our net income and, possibly, our capital, and may materially affect our results of operations in the period in which the allowance is increased. Many of our loans are secured, in whole or in part, with real estate collateral which is subject to declines in value. In addition to considering the financial strength and cash flow characteristics of a borrower, we often secure our loans with real estate collateral. Real estate values and the real estate market are generally affected by, among other things, changes in local, regional or national economic conditions, fluctuations in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes, regulations and policies, and acts of nature. The real estate collateral provides an alternate source of repayment in the event of default by the borrower. If real estate prices in our markets decline, the value of the real estate collateral securing our loans could be reduced. If we are required to liquidate real estate collateral securing loans during a period of reduced real estate values to satisfy the debt, our earnings and capital could be adversely affected. Competition may decrease our growth or profits. We face substantial competition in all phases of our operations from a variety of different competitors, including commercial banks, savings and loan associations, mutual savings banks, credit unions, consumer finance companies, factoring companies, leasing companies, insurance companies, and money market mutual funds. There is very strong competition among financial services providers in our principal service area. Our competitors may have greater resources, higher lending limits, or larger branch systems than we do. Accordingly, they may be able to offer a broader range of products and services as well as better pricing for those products and services than we can. In addition, some of the financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on federally insured financial institutions. As a result, those nonbank competitors may be able to access funding and provide various services more easily or at less cost than we can, adversely affecting our ability to compete effectively. We may be adversely affected by government regulation. The banking industry is heavily regulated. Banking regulations are primarily intended to protect the federal deposit insurance funds and depositors, not shareholders. Changes in the laws, regulations, and regulatory practices affecting the banking industry may increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition. We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations. We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key commercial loan officers. The unexpected loss of services of any key management personnel or commercial loan officers could have an adverse effect on our business and financial condition because of their skills, knowledge of our market, years of industry experience, and the difficulty of promptly finding qualified replacement personnel. Environmental liability associated with lending activities could result in losses. In the course of our business, we may foreclose on and take title to properties securing our loans. If hazardous substances were discovered on any of these properties, we could be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage. Many environmental laws can impose liability regardless of whether we knew of, or were responsible for, the contamination. In addition, if we arrange for the disposal of hazardous or toxic substances at another site, we may be liable for the costs of cleaning up and removing those substances from the site even if we neither own nor operate the disposal site. Environmental laws may require us to incur substantial expenses and may materially limit use of properties we acquire through foreclosure, reduce their value or limit our ability to sell them in the event of a default on the loans they secure. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Failure to implement new technologies in our operations may adversely affect our growth or profits. The market for financial services, including banking services and consumer finance services, is increasingly affected by advances 46 in technology, including developments in telecommunications, data processing, computers, automation, Internet-based banking, and telebanking. Our ability to compete successfully in our markets may depend on the extent to which we are able to exploit such technological changes. However, we can provide no assurance that we will be able to properly or timely anticipate or implement such technologies or properly train our staff to use such technologies. Any failure to adapt to new technologies could adversely affect our business, financial condition or operating results. An investment in our common stock is not an insured deposit. Our common stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit Insurance Corporation, commonly referred to as the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is subject to the same market forces that affect the price of common stock in any company. ITEM 1B – UNRESOLVED STAFF COMMENTS None. ITEM 2 PROPERTIES The Company owns and leases its properties. Listed herewith are the locations of properties owned or leased as of December 31, 2007, in which the banking offices are located; all properties are in good condition and adequate for the Bank’s purposes: Office Main Bridge Street DuBoistown Williamsport Montgomery Lock Haven Mill Hall Spring Mills Centre Hall Zion State College State College Montoursville Address 115 South Main Street P.O. Box 5098 Jersey Shore, Pennsylvania 17740 112 Bridge Street Jersey Shore, Pennsylvania 17740 2675 Euclid Avenue Williamsport, Pennsylvania 17702 300 Market Street P.O. Box 967 Williamsport, Pennsylvania 17703-0967 9094 Rt. 405 Highway Montgomery, Pennsylvania 17752 4 West Main Street Lock Haven, Pennsylvania 17745 (Inside Wal-Mart), 173 Hogan Boulevard Mill Hall, Pennsylvania 17751 3635 Penns Valley Road, P.O. Box 66 Spring Mills, Pennsylvania 16875 2842 Earlystown Road Centre Hall, Pennsylvania 16828 100 Cobblestone Road Bellefonte, Pennsylvania 16823 (Inside Wal-Mart), 1665 North Atherton Place State College, Pennsylvania 16803 2050 North Atherton Street State College, Pennsylvania 16803 820 Broad Street Montoursville, Pennsylvania 17754 The M Group, Inc. D/B/A The Comprehensive Williamsport, Pennsylvania 17701 Financial Group 705 Washington Boulevard Ownership Owned Owned Owned Owned Under Lease Owned Under Lease Owned Land Under Lease Under Lease Under Lease Land Under Lease Under Lease Under Lease ITEM 3 LEGAL PROCEEDINGS The Company is subject to lawsuits and claims arising out of its business. In the opinion of management, after review and consultation with counsel, any proceedings that may be assessed will not have a material adverse effect on the consolidated financial position of the Company. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of 2007. 47 ITEM 5 MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED PART II STOCKHOLDER MATTERS, AND ISSUER PURCHASE OF EQUITY SECURITIES The Common Stock is listed on the NASDAQ Global Select Market under the symbol “PWOD”. The following table sets forth (1) the quarterly high and low close prices for a share of the Company’s Common Stock during the periods indicated, and (2) quarterly dividends on a share of the Common Stock with respect to each quarter since January 1, 2005. The following quotations represent prices between buyers and sellers and do not include retail markup, markdown or commission. They may not necessarily represent actual transactions. High Low Dividends Declared 2005: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007: First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.67 41.58 38.30 39.76 38.75 39.50 38.48 38.59 37.75 35.00 35.00 32.50 $ $ $ 38.58 37.08 36.76 36.67 37.75 36.50 37.02 36.20 35.00 33.86 30.80 30.33 $ $ $ 0.38 0.38 0.39 0.41 0.42 0.43 0.44 0.44 0.44 0.44 0.45 0.46 The Bank has paid cash dividends since 1941. The Company has paid dividends since the effective date of its formation as a bank holding company. It is the present intention of the Registrant’s Board of Directors to continue the dividend payment policy; however, further dividends must necessarily depend upon earnings, financial condition, appropriate legal restrictions, and other factors relevant at the time the Board of Directors of the Registrant considers dividend policy. Cash available for dividend distributions to shareholders of the Registrant primarily comes from dividends paid by the Bank to the Company. Therefore, the restrictions on the Bank’s dividend payments are directly applicable to the Company. See also the information appearing in Note 18 to Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for additional information related to dividend restrictions. Under the Pennsylvania Business Corporation Law of 1988 a corporation may not pay a dividend, if after giving effect thereto, the corporation would be unable to pay its debts as they become due in the usual course of business and after giving effect thereto the total assets of the corporation would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the shareholders whose preferential rights are superior to those receiving the dividend. As of March 4, 2008, the Company had approximately 1,273 shareholders of record. Following is a schedule of the shares of the Company’s common stock purchased by the Company during the fourth quarter of 2007. Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Purchased Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs — — — — — — — — 2,500 $ 32.11 2,500 126,070 Period Month #1 (October 1- October 31, 2007) Month #2 (November 1- November 30, 2007) Month #3 (December 1- December 31, 2007) 48 Set forth below is a line graph comparing the yearly dollar changes in the cumulative shareholder return on the Company’s common stock against the cumulative total return of the S&P 500 Stock Index, NASDAQ Bank Index, and NASDAQ Composite for the period of five fiscal years assuming the investment of $100.00 on December 31, 2002 and assuming the reinvestment of dividends. The shareholder return shown on the graph below is not necessarily indicative of future performance. Total Return Performance ◆ ■ ▲ ● Penns Woods Bancorp, Inc. S&P 500 NASDAQ Composite NASDAQ Bank Index ▲ ◆ ● ■ ▲ ◆ ■ ● ▲ ◆ ● ■ ▲ ■ ◆ ● ▲ ■ ◆ ● 225 200 175 150 125 ■ 100 75 e u l a V x e d n I 12/31/02 12/31/03 12/31/04 12/31/05 12/31/06 12/31/07 Index 12/31/02 12/31/03 12/31/04 12/31/05 12/31/06 12/31/07 Penns Woods Bancorp, Inc. S&P 500 NASDAQ Composite NASDAQ Bank Index 100.00 100.00 100.00 100.00 146.37 128.68 150.01 129.93 157.11 142.69 162.89 144.21 158.36 149.70 165.13 137.97 161.13 173.34 180.85 153.15 146.21 182.86 198.60 119.35 Period Ending 49 ITEM 6 SELECTED FINANCIAL DATA The following table sets forth certain financial data as of and for each of the years in the five-year period ended December 31, 2007. (In Thousands, Except Per Share Amounts) 2007 2006 2005 2004 2003 Consolidated Statement of Income Data: Interest income . . . . . . . . . . . . . . . . . . . $ Interest expense . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . Net interest income after provision 35,949 16,447 __________________ 19,502 150 __________________ for loan losses. . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . Income before income taxes . . . . . . . . . Applicable income taxes . . . . . . . . . . . . Net income. . . . . . . . . . . . . . . . . . . . . . . $ 19,352 __________________ 7,478 17,316 __________________ 9,514 637 __________________ 8,877 __________________ __________________ 28,384 $ 9,265 _________________ __________________ __________________ _________________ 19,119 255 _________________ __________________ __________________ _________________ 29,845 $ 8,768 21,077 465 30,903 $ 10,381 20,522 720 33,753 $ 14,210 19,543 635 18,864 _________________ __________________ __________________ _________________ 9,150 13,137 _________________ __________________ __________________ _________________ 14,877 3,703 _________________ __________________ __________________ _________________ $ 11,174 _________________ __________________ __________________ _________________ _________________ __________________ __________________ _________________ 20,612 8,918 14,184 15,346 4,263 11,083 $ 19,802 9,431 15,108 14,125 3,224 10,901 $ 18,908 9,029 16,329 11,608 1,961 9,647 $ Consolidated Balance Sheet at End of Period: Total assets. . . . . . . . . . . . . . . . . . . . . . . $ Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for loan losses . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt — other . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . Per Share Data: Earnings per share - basic . . . . . . . . . . . $ Earnings per share - diluted. . . . . . . . . . Cash dividends declared . . . . . . . . . . . . Book value . . . . . . . . . . . . . . . . . . . . . . . Number of shares outstanding, at $ $ 628,138 360,478 (4,130) 389,022 106,378 70,559 2.28 2.28 1.79 18.21 592,285 $ 360,384 (4,185) 395,191 82,878 74,594 2.45 $ 2.45 1.73 19.12 568,668 $ 338,438 (3,679) 352,529 84,478 73,919 2.75 $ 2.74 1.56 18.59 546,703 $ 324,505 (3,338) 356,836 75,878 73,165 2.78 $ 2.78 1.47 18.36 527,381 275,828 (3,069) 334,318 70,878 69,769 2.79 2.79 1.24 17.50 end of period. . . . . . . . . . . . . . . . . . 3,875,632 3,900,742 3,975,787 3,985,832 3,985,872 Average number of shares outstanding basic . . . . . . . . . . . . . . 3,886,277 3,934,138 3,971,926 3,990,008 3,996,702 Selected financial ratios: Return on average shareholders’ equity . . . . . . . . . . Return on average total assets . . . . Net interest income to average interest earning assets. . . . . . . . . . . Dividend payout ratio . . . . . . . . . . . . . . Average shareholders’ equity to average total assets . . . . . . . . . . . . . Loans to deposits, at end of period . . . . 12.14% 1.49% 3.95% 78.33% 12.23% 92.66% 12.93% 1.67% 4.06% 70.51% 12.92% 91.19% 14.54% 1.97% 4.29% 57.10% 13.56% 96.00% 15.49% 2.06% 4.32% 52.72% 13.30% 90.94% 16.60% 2.24% 4.36% 44.76% 13.51% 82.50% Per share data and number of shares outstanding have been adjusted in each reporting period to give retroactive effect to a 10% stock dividend issued October 30, 2003 and a six for five stock split issued November 18, 2005. ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Management’s Discussion and Analysis of Financial Condition and Results of Operation in the Annual Report are incorporated in their entirety by reference under this Item 7. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk for the Company is comprised primarily from interest rate risk exposure and liquidity risk. Interest rate risk and liquidity risk management is performed at the Bank level as well as the Company level. The Company’s interest rate sensitivity 50 is monitored by management through selected interest rate risk measures produced internally. Additional information and details are provided in the Interest Sensitivity section of Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. Generally, management believes the Company is well positioned to respond expeditiously when the market interest rate outlook changes. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company’s Consolidated Financial Statements and notes thereto contained in the Annual Report are incorporated in their entirety by reference under this Item 8. ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A CONTROLS AND PROCEDURES The Company, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Principal Accounting Officer (the Principal Financial Officer), has evaluated the effectiveness as of December 31, 2007 of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s President and Chief Executive Officer along with the Company’s Principal Accounting Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2007. There have been no material changes in the Company’s internal control over financial reporting during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is 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. 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. A material weakness is a significant deficiency (as defined in Public Company Accounting Oversight Board Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. Management’s assessment did not identify any material weaknesses in the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Because there were no material weaknesses discovered, management believes that, as of December 31, 2007, the Company’s internal control over financial reporting was effective. S. R. Snodgrass, A.C. an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K, as part of the audit, has issued a report, included herein, on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. Date: March 11, 2008 Chief Executive Officer Principal Accounting Officer (Principal Financial Officer) 51 ITEM 9B OTHER INFORMATION None. PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information appearing under the captions “The Board of Directors and Committees,” “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Principal Officers of the Corporation,” “Certain Transactions,” and “Audit Committee Financial Expert” in the Company’s Proxy Statement dated March 25, 2008 (the “Proxy Statement”) is incorporated herein by reference. ITEM 11 EXECUTIVE COMPENSATION Information appearing under the captions “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee and Benefits Committee Report,” and “Executive Compensation” in the Proxy Statement is incorporated herein by reference. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE There have been no material transactions between the Company and the Bank, nor any material transactions proposed, with any Director or Executive Officer of the Company and the Bank, or any associate of the foregoing persons. The Company and the Bank have had, and intend to continue to have, banking and financial transactions in the ordinary course of business with Directors and Officers of the Company and the Bank and their associates on comparable terms and with similar interest rates as those prevailing from time to time for other customers of the Company and the Bank. Total loans outstanding from the Bank at December 31, 2007 to the Company’s and the Bank’s Officers and Directors as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $9,335,000 or approximately 13.23% of the total equity capital of the Company. Loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectability or present other unfavorable features. See also the information appearing in Note 14 to the Consolidated Financial Statements included elsewhere in the Annual Report. In addition, the information appearing under the caption “Election of Directors” in the Proxy Statement is incorporated herein by reference. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES The information appearing in the Proxy Statement under the captions, “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Audit Committee Pre-Approval Policies and Procedures” is incorporated herein by reference. 52 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)1. Financial Statements The following consolidated financial statements and reports are set forth in Item 8: PART IV Report of Independent Auditors Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Changes in Shareholders’ Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 2. Financial Statement Schedules Financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto. (b) Exhibits: (3) (i) Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005) (3) (ii) Bylaws of the Registrant as presently in effect (incorporated by reference to Exhibit 3(ii) of the Registrant’s (10) (i) Current Report on Form 8-K filed on June 17, 2005). Employment Agreement, dated August, 1991, between Jersey Shore State Bank and Ronald A. Walko (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on form S-4, No. 333- 65821).* (10) (ii) Employment Agreement, dated May 31, 2005, between Jersey Shore State Bank and Thomas A. Donofrio (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on June 3, 2005).* (10) (iii) Employee Severance Benefit Plan, dated May 30, 1996, for Ronald A. Walko (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on form S-4, No. 333-65821).* (10) (iv) Penns Woods Bancorp, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on form S-4, No. 333-65821).* (v) Form of First Amendment to the Jersey Shore State Bank Amendment and Restatement of the Director Fee Agreement, dated as of October 1, 2004 (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed on June 29, 2006). (vi) Consulting Agreement, dated July 18, 2005 between Hubert A. Valencik and Penns Woods Bancorp, Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 18, 2005). (vii) Employment Agreement, dated January 11, 1999, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and William H. Rockey.* Subsidiaries of the Registrant. Consent of Independent Certified Public Accountants. (i) Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer. (ii) Rule 13a-14(a)/Rule 15d-14(a) Certification of Principle Accounting Officer. Section 1350 Certification of Chief Executive Officer. (i) (ii) Section 1350 Certification of Principle Accounting Officer. (10) (10) (10) (21) (23) (31) (31) (32) (32) *Denotes compensatory plan or arrangement. EXHIBIT INDEX (10) (vii) Employment Agreement, dated January 11, 1999, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and William H. Rockey. Subsidiaries of the Registrant. Consent of Independent Certified Public Accountants. (i) Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer. (ii) Rule 13a-14(a)/Rule 15d-14(a) Certification of Principle Accounting Officer. (i) Section 1350 Certification of Chief Executive Officer. (ii) Section 1350 Certification of Principle Accounting Officer. (21) (23) (31) (31) (32) (32) 53 EMPLOYMENT AGREEMENT Exhibit 10 (vii) THIS AGREEMENT, made as of the 11th day of January 1999, among PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation having a place of business at 115 South Main Street, Jersey Shore, Pennsylvania, JERSEY SHORE STATE BANK (“Bank”), a Pennsylvania banking institution having a place of business at 115 South Main Street, Jersey Shore, Pennsylvania, and WILLIAM H. ROCKEY (“Executive”), an adult individual. WHEREAS, Bank is the wholly owned banking subsidiary of Penns Woods; WITNESSETH: Penns Woods and Bank on the terms and conditions set forth herein; WHEREAS, Penns Woods and Bank desire to employ Executive to serve in the capacity of Senior Vice President of each of forth herein. WHEREAS, Executive desires to accept employment with each of Penns Woods and Bank on the terms and conditions set NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: AGREEMENT: 1. Employment. Penns Woods and Bank each hereby employ Executive, and Executive hereby accepts employment with each of Penns Woods and Bank, on the terms and conditions set forth in this Agreement. 2. Duties of Employee. Executive shall perform and discharge well and faithfully such duties as an executive officer of Penns Woods and of Bank as may be assigned to Executive from time to time by the respective Boards of Directors of Penns Woods and of Bank. Executive shall be employed as Senior Vice President of Penns Woods and of Bank, and shall hold such other titles as may be given to him from time to time by the respective Boards of Directors of Penns Woods and of Bank. Executive shall devote his full time, attention and energies to the business of Penns Woods and of Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) investing Executive’s personal assets in enterprises that do not compete with Penns Woods or Bank or (b) being involved in any other activity with the prior approval of the Board of Directors of Penns Woods and Bank. 3. Term of Agreement. (a) This Agreement shall be for a three (3) year period (the “Employment Period”) commencing on January 11, 1999 and ending on January 10, 2002; provided, however, that the Employment Period shall be automatically extended on January 11, 2000 and on January 1 of each subsequent year thereafter (each an “Annual Renewal Date”) for a period ending three (3) years from each Annual Renewal Date unless either party shall give written notice of nonrenewal to the other party at least ninety (90) days prior to an Annual Renewal Date, in which event this Agreement shall terminate at the end of the then existing Employment Period. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically for Cause (as defined herein) upon written notice from the Board of Directors of each of Penns Woods and Bank to Executive. As used in this Agreement, “Cause” shall mean any of the following: (b) (i) Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of falsehood, or a crime involving moral turpitude, or the actual incarceration of Executive for a period of forty-five (45) consecutive days or more; (ii) Executive’s continued failure to follow the good faith lawful instructions of the Board of Directors of Penns Woods or Bank with respect to its operations, for a material period of time following written notice to Executive of such instructions; or (iii) Executive’s willful failure to substantially perform Executive’s duties to Penns Woods or Bank, other than a failure resulting from Executive’s incapacity because of physical or mental illness, which willful failure results in demonstrable material injury and damage to Penns Woods or Bank. If this Agreement is terminated for Cause, Executive’s rights under this Agreement shall cease as of the effective date of such termination. (c) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s voluntary termination of employment (other than in accordance with Section 5 of this Agreement relating to termination for Good Reason following a Change in Control), retirement at Executive’s election, or Executive’s death, and Executive’s rights under this Agreement shall cease as of the date of such voluntary termination, retirement at Executive’s election, or death; provided, however, that, if Executive dies after Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement), the provisions of Section 14(b) of this Agreement shall apply. 54 (d) Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s disability and Executive’s rights under this Agreement shall cease as of the date of such termination; provided, however, that, if Executive becomes disabled after Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement), Executive shall nevertheless be absolutely entitled to receive all of the compensation and benefits provided for in, and for the term set forth in, Section 6 of this Agreement. For purposes of this Agreement, disability shall mean Executive’s incapacitation by accident, sickness, or otherwise which renders Executive mentally or physically incapable of performing the services required of Executive for three hundred sixty (360) consecutive days. in the event his employment under this Agreement is terminated, Executive shall concurrently resign as a director of Penns Woods or Bank, or any subsidiary or affiliate of Penns Woods or Bank, if he is then serving as a director of any of such entities. Executive agrees that, (e) 4. Employment Period Compensation. (a) Salary. For services performed by Executive under this Agreement, Bank shall pay Executive a salary during the Employment Period at the rate of $96,700 per year (the “Base Salary”), payable at the same times as salaries are payable to other executive employees of Bank. Bank may, from time to time, increase Executive’s salary, and any and all such increases shall be deemed to constitute amendments to this Section 4(a) to reflect the increased amounts, effective as of the date established for such increases by the Board of Directors of Bank or any committee of such Board in the resolutions authorizing such increases. (b) Vacation. During the Employment Period, Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Boards of Directors of Penns Woods and Bank plus such other personal or bonus days as may be set forth in the policies of Penns Woods and Bank. Executive shall not be entitled to receive any additional compensation from Penns Woods and Bank for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of Directors or the policies of Penns Woods and Bank. (c) Employee Benefit Plans. During the Employment Period, Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option, incentive bonus, employee stock ownership, or other plans, benefits and privileges given to employees and executive officers of Penns Woods and Bank, to the extent commensurate with Executive’s then existing duties and responsibilities as fixed by the Boards of Directors of Penns Woods or Bank, in the same manner as other executive officers. Penns Woods and Bank shall not make any changes in such plans, benefits or privileges which would adversely affect Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of Penns Woods and Bank and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of Penns Woods and Bank. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 4(a) hereof. 5. Termination of Employment Following Change in Control. (a) during the term of this Agreement, there shall be: If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter, at any time (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(b) or 3(d) of this Agreement relating to termination for Cause or disability); (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities, or authority as such title, responsibilities, or authority may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive’s office on the date of the Change in Control; (v) any reduction in Executive’s annual base salary in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to continue Executive’s participation in any of Penns Woods’ incentive compensation or bonus plans in which Executive participated at the time of the Change in Control or any change or amendment to any provisions of any of such plans which would materially decrease the potential benefits to Executive under any of such plans; (vii) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Penns Woods’ retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; 55 (viii) any requirement that Executive travel in performance of his duties on behalf of Penns Woods or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; (ix) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Penns Woods and Bank; or (c\x) any breach of this Agreement of any nature whatsoever on the part of Penns Woods or Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the occurrence of any of the foregoing events, Executive may resign from employment with Penns Woods and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Penns Woods and Bank and the provisions of Section 6 of this Agreement shall apply. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following: (i) (A) a merger, consolidation, or division involving Penns Woods, (B) a sale, exchange, transfer, or other disposition of substantially all of the assets of Penns Woods or Bank, or (C) a purchase by Penns Woods of substantially all of the assets of another entity, unless (x) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by eighty percent (80%) or more of the members of the Board of Directors of Penns Woods who are not interested in the transaction and (y) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction (and of the Board of Directors of such entity’s parent corporation, if any) are former members of the Board of Directors of Penns Woods; or (ii) any other change in control of Penns Woods similar in effect to any of the foregoing. 6. Rights in Event of Termination of Employment. (a) In the event that (i) Executive’s employment is involuntarily terminated by Penns Woods and Bank without Cause in the absence of a Change in Control at the date of such termination or (ii) Executive delivers a Notice of Termination pursuant to Section 5(a) of this Agreement following a change in Control, Penns Woods and Bank shall pay (or cause to be paid), in the aggregate, to Executive in cash, within thirty (30) days following termination of Executive’s employment, an amount equal to the greater of (x) the Executive’s then current Base Salary multiplied by two (2) or (y) the aggregate amount of Base Salary due and payable to Executive over the remaining Employment Period in effect at the time of termination of Executive’s employment. Notwithstanding the preceding sentence, in the event that the lump-sum payment described in the preceding sentence, when added to all other amounts or benefits provided to or on behalf of Executive in connection with termination of Executive’s employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, such lump-sum shall be reduced (retroactively, if necessary) to the extent necessary to avoid such imposition. Penns Woods’ independent auditors shall be responsible for calculating any potential excise tax under Section 4999 and the amount of reduction in the payments to be made to Executive, if any, necessary to avoid imposition of such excise tax, and all such calculations shall be final and binding on all parties. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. of involuntary termination of Executive’s employment by Penns Woods and Bank. (c) The amounts payable pursuant to this Section 6 shall constitute Executive’s sole and exclusive remedy in the event 7. Covenant Not to Compete. Bank and accordingly agrees that, during and for the applicable period set forth in Section 7(c) hereof, Executive shall not: (a) Executive hereby acknowledges and recognizes the highly competitive nature of the business of Penns Woods and (i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation, or enterprise engaged, in (1) the banking or financial services industry or (2) any other activity in which Penns Woods or any of its subsidiaries is engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the date of termination of the Executive’s employment, a branch office or other facility of Penns Woods or Bank, or any of their respective subsidiaries, is located, or in any county contiguous to such a county, including contiguous counties located outside of the Commonwealth of Pennsylvania (the “Non-Competition Area”); or (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in (1) the banking or financial services industry, or (2) any other activity in which Penns Woods or Bank or any of their respective subsidiaries, is engaged during the Employment Period, in the Non-Competition Area. 56 (b) It is expressly understood and agreed that, although Executive, Penns Woods, and Bank consider the restrictions contained in Section 7(a) hereof reasonable for the purpose of preserving for Penns Woods, Bank, and their respective subsidiaries, their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 7(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. of the following dates, as applicable: (c) The provisions of this Section 7 shall be applicable commencing on the date of this Agreement and ending on one (i) if Executive’s employment terminates in accordance with the provisions of Section 3 (other than Section 3(b) relating to termination for Cause), the effective date of termination of employment; (ii) if Executive’s employment terminates in accordance with the provisions of Section 3(b) of this Agreement (relating to termination for Cause) or the Executive voluntarily terminates his employment other than in accordance with the provisions of Section 5 hereof, the first anniversary date of the effective date of termination of employment; or (iii) if the Executive voluntarily terminates his employment in accordance with the provisions of Section 5 hereof, the effective date of termination of employment. 8. No Disclosure of Confidential Information. The Executive agrees that all customer lists and information, files and records now or hereafter used by the Penns Woods or Bank are the property of Penns Woods and Bank and constitute trade secrets. Accordingly, the Executive acknowledges that the trade secrets of Penns Wood and Bank as they may exist from time to time and other confidential information concerning the business, products, technical information, sales activities, procedures, promotion, pricing techniques, business plans, customer lists and credit and financial data concerning customers of Penns Wood and Bank are valuable, special and unique assets of Penns Wood and Bank, access to and knowledge of which are essential to the performance of the Executive’s duties under this Agreement. Executive further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Executive as a result of employment by the Bank shall be considered confidential information and shall not be disclosed without the consent of Penns Wood and Bank. Nothing contained herein shall be deemed to preclude the Executive from responding to requests for information or inquiries from federal or state banking regulations or complying with applicable laws and regulations. 9. Equitable Relief. Executive acknowledges that the restrictions contained in Sections 7 and 8, in view of the nature of the business in which Penns Woods and Bank are engaged, are reasonable and necessary in order to protect the legitimate interests of Penns Woods and Bank and that any violation thereof would result in irreparable injury to Penns Woods and Bank, and Executive therefore acknowledges that, in the event of Executive’s violation of any of these restrictions, Penns Woods or Bank shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other remedies to which Penns Woods or Bank may be entitled. 10. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Executive’s residence, in the case of notices to Executive, and to the principal executive offices of Penns Woods and Bank, in the case of notices to Penns Woods and Bank. 11. Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Executive and an executive officer specifically designated by the Boards of Directors of Penns Woods and Bank. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 12. Assignment. This Agreement shall not be assignable by any party, except by Penns Woods and Bank to any successor in interest to their respective businesses. 13. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement. 14. Successors; Binding Agreement. (a) Penns Woods and Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the businesses and/or assets of Penns Woods and Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Penns Woods and Bank would be required to perform it if no such succession had taken place. Failure by Penns Woods and Bank to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement. As used in this Agreement, “Penns Woods” and “Bank” shall mean Penns Woods and Bank as defined previously and any successor to their respective businesses and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise. 57 (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate. 15. Legal Fees. Penns Woods shall reimburse Executive for legal fees and expenses incurred by Executive in connection with any legal action necessary to enforce any provision of this Agreement. 16. Arbitration. Penns Woods, Bank and Executive recognize that, in the event a dispute should arise between them concerning the interpretation or implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement other than matters relating to Section 7 (Covenant Not to Compete) are to be submitted for resolution to the American Arbitration Association (the “Association”) in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules then in effect (“Rules”) at a location selected by Penns Woods. Penns Woods and Bank or Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. Penns Woods and Bank and Executive, may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the courts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding upon the parties and shall be enforceable in courts of proper jurisdiction. Following written notice of a request for arbitration, Penns Woods, Bank and Executive shall be entitled to an injunction restraining all further proceedings in any pending or subsequently filed litigation concerning this Agreement, except as otherwise provided herein. 17. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 18. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles. 19. Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. PENNS WOODS BANCORP, INC. JERSEY SHORE STATE BANK Witness: /S/ Carolyn Wolfanger By Attest: By Attest: /S/ Theodore Reich (SEAL) /S/ Ronald Walko “Penns Woods” /S/ Theodore Reich (SEAL) /S/ Ann Riles “Bank” /S/ William H. Rockey William H. Rockey (SEAL) “Executive” 58 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania Woods Real Estate Development Company, Inc. . . . . . . . . . . . . . . . . . . . . Pennsylvania Woods Investment Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware The M Group, Inc. (Subsidiary of the Bank) . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania Exhibit 21 Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Penns Woods Bancorp, Inc.: We consent to the incorporation by reference in the Registration Statements (Nos. 333-134585 and 333-58682) on Form S-8 of Penns Woods Bancorp, Inc. of our reports dated March 10, 2008 relating to our audits of the consolidated financial statements and internal controls over financial reporting, which appear in the Annual Report on Form 10-K of Penns Woods Bancorp, Inc. for the year ended December 31, 2007. Wexford, PA March 11, 2008 59 Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer Exhibit 31(i) I, Ronald A. Walko, Chief Executive Officer of Penns Woods Bancorp, Inc. (the “Company”), certify that: 1 . I have reviewed this annual report on Form 10-K of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c. evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s Board of Directors: a. b. all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Date: March 11, 2008 Ronald A. Walko Chief Executive Officer 60 Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal Accounting Officer Exhibit 31(ii) I, Brian L. Knepp, Principal Accounting Officer of Penns Woods Bancorp, Inc. (the “Company”), certify that: 1 . I have reviewed this annual report on Form 10-K of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; c. evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s Board of Directors: a. b. all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Date: March 11, 2008 Brian L. Knepp Principal Accounting Officer (Principal Financial Officer) 61 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32 (i) In connection with the Annual Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald A. Walko, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Ronald A. Walko Chief Executive Officer March 11, 2008 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32 (ii) In connection with the Annual Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian L. Knepp, Vice President of Finance, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Brian L. Knepp Principal Accounting Officer March 11, 2008 62 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 11, 2008 PENNS WOODS BANCORP, INC. BY: RONALD A. WALKO, President & Chief Executive Officer Pursuant to the requirements of the Securities and 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: Ronald A. Walko, President & Chief Executive Officer and Director (Principal Executive Officer) March 11, 2008 Brian L. Knepp, Principal Accounting Officer March 11, 2008 Lynn S. Bowes, Director March 11, 2008 Michael J. Casale, Jr., Director March 11, 2008 H. Thomas Davis, Jr., Director March 11, 2008 James M. Furey II, Director March 11, 2008 D. Michael Hawbaker, Director March 11, 2008 Leroy H. Keiler III, Director March 11, 2008 Jay H. McCormick, Director March 11, 2008 R. Edward Nestlerode, Jr., Director March 11, 2008 James E. Plummer, Director March 11, 2008 William H. Rockey, Sr. Vice President & March 11, 2008 Director Hubert A. Valencik, Director March 11, 2008 63 Management & Board of Directors (Penns Woods Bancorp, Inc. & Jersey Shore State Bank) Officers Ronald A. Walko . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . President & Chief Executive Officer of Penns Woods Bancorp, Inc. & Jersey Shore State Bank William H. Rockey . . . . . . . . . . . . . . . Senior Vice President & Secretary of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Ann M. Riles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President & Chief Credit Officer Paul R. Mamolen . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President & Chief Operating Officer of The Comprehensive Financial Group Robert J. Glunk . . . . . . . . . . . . . . . . . Vice President of Branch Administration & Business Development Stephen M. Tasselli . . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President & Commercial Loan Manager G. David Gundy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President William P. Young, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EDP Systems Officer Leon T. Koskie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Loan Officer Gerald J. Seman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Mortgage Officer Leslie K. Benshoff . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Bank Secrecy Operations Officer John R. Frey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Chief Compliance Officer Craig A. Russell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Branch Manager David R. Palski . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Branch Manager Stephen G. Yohannan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Regional Lending Officer Marilyn R. Neyhart. . . . . . . . . . . . . . . . Assistant Secretary & Vice President Loan Operations/Collateral Larry G. Garverick . . . . . . . . . . . . . . . . . . . . . . Vice President & Loan Documentation & Review Officer William V. Mauck . . . . . . . . . . . . . . . . . . . Vice President/Information Technology & Deposit Operations Michael A. Musto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Commercial Loan Officer Brian L. Knepp . . . . . . . . . . . . . . . . . . . . . . . . . Vice President of Finance/Cashier & Assistant Secretary Janine E. Packer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Controller Tammy L. Gunsallus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President & Branch Manager Roxanna M. Chapman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vice President of Loan Services Registered Representatives For The Comprehensive Financial Group Sonya L. Barclay. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Williamsport Branch Directors Lynn S. Bowes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Farmer Michael J. Casale, Jr.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attorney, Casale & Bonner P.C. H. Thomas Davis, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President, Franklin Insurance Company James M. Furey, II . . . . . . . . . . . . . . . . . . . . . . . . . President & Owner, Eastern Wood Products Company D. Michael Hawbaker. . . . . . . . . . . . . . . . . . . . . . . . . Executive Vice President, Glenn O. Hawbaker, Inc. Leroy H. Keiler, III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attorney, Leroy H. Keiler, III Jay H. McCormick . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . President & Owner, J.H.M. Enterprises, Inc. R. Edward Nestlerode, Jr. . . . . . . . . . . . . . . . . . . . . . . Vice President of Nestlerode Contracting Co., Inc. James E. Plummer . . . . . . . . . . . . . . . . . . . . . . . Retired, Former President of Lock Haven Savings Bank; Secretary, Jersey Shore State Bank Hubert A. Valencik . . . . . . . . . . . . Retired, Former Senior Vice Presicent of Penns Woods Bancorp, Inc.; Former Senior Vice President & Chief Operations Officer of Jersey Shore State Bank William H. Rockey.. . . . . . . . . . . . . . . . . . . . . . . . . Senior Vice President of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Ronald A. Walko . . . . . . . . . . . . . . . . . . . . . . . . . . . President & Chief Executive Officer of Penns Woods Bancorp, Inc. & Jersey Shore State Bank Williamsport Area Advisory Directors Robert H. Kauffeld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Architect James T. Wolyniec . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . President, Wolyniec Construction, Inc. Honorary Directors Phillip H. Bower Raymond D. Eck Joseph B. Gehret, Sr. Howard M. Thompson Allan W. Lugg William S. Frazier 64 MAIN OFFICE Tammy L. Gunsallus, Manager 115 South Main Street, Jersey Shore, PA 17740 Phone (570)-398-2213 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday Drive-In Only 8:30 am to 12:00 pm Drive-up ATM Available BRIDGE STREET OFFICE Tammy L. Gunsallus, Manager 112 Bridge Street, Jersey Shore, PA 17740 Phone (570)-398-4400 Monday thru Wednesday 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm DUBOISTOWN OFFICE Rebecca L. Frank, Manager 2675 Euclid Avenue, Williamsport, PA 17702 Phone (570)-326-3731 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM Available WILLIAMSPORT OFFICE David R. Palski, Manager 300 Market Street, Williamsport, PA 17703-0967 Phone (570)-322-1111 Toll-Free within Pennsylvania 1-888-412-5772 Monday & Tuesday 8:30 am to 4:30 pm Wednesday Lobby 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Wednesday Drive-In open until 4:30 pm Walk-up ATM available MONTGOMERY OFFICE Beverly S. Rupert, Manager 9094 Rt. 405 Highway, Montgomery, PA 17752 Phone (570)-547-6642 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm 65 LOCK HAVEN OFFICE Craig A. Russell, Manager 4 West Main Street, Lock Haven, PA 17745 Phone (570)-748-7785 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available MILL HALL OFFICE Kristin S. McCauley, Manager (Inside WAL-MART) 173 Hogan Boulevard, Mill Hall, PA 17751 Phone (570)-748-8680 Monday thru Wednesday 9:00 am to 6:00 pm Thursday & Friday 9:00 am to 8:00 pm Saturday 9:00 am to 4:00 pm Walk-up ATM available SPRING MILLS OFFICE Bonnie H. Ripka, Manager 3635 Penns Valley Road, Spring Mills, PA 16875 Phone (814)-422-8836 Monday thru Wednesday 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available CENTRE HALL OFFICE Bonnie H. Ripka, Manager 2842 Earlystown Road, Centre Hall, PA 16828 Phone (814)-364-1600 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Walk-up ATM available ZION OFFICE William H. Rockey, Manager 100 Cobblestone Road, Bellefonte, PA 16823 Phone (814)-383-2700 Monday & Tuesday 8:30 am to 4:30 pm Wednesday 8:30 am to 1:00 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available 66 STATE COLLEGE OFFICE Patricia K. Stauffer, Manager 2050 North Atherton Street, State College, PA 16803 Phone (814)-235-1710 Monday thru Friday 9:30 am to 6:30 pm Saturday 9:30 am to 2:30 pm Drive-up ATM available STATE COLLEGE WAL-MART OFFICE Patricia K. Stauffer, Manager 1665 North Atherton Place, State College, PA 16803 Phone (814)-272-4788 Monday thru Wednesday 9:00 am to 6:00 pm Thursday & Friday 9:00 am to 8:00 pm Saturday 9:00 am to 4:00 pm Walk-up ATM available MONTOURSVILLE OFFICE Michelle M. Lawson, Manager 820 Broad Street, Montoursville, PA 17754 Phone (570)-368-1200 Monday thru Wednesday 8:30 am to 4:30 pm Thursday 8:30 am to 5:00 pm Friday 8:30 am to 6:00 pm Saturday 8:30 am to 12:00 pm Drive-up ATM available THE M GROUP, INC. D/B/A THE COMPREHENSIVE FINANCIAL GROUP Paul R. Mamolen, COO 705 Washington Boulevard, Williamsport, PA 17701 Phone (570)-322-4627 INTERNET BANKING www.jssb.com TELEPHONE BANKING Phone 570-320-2029 or 1-877-520-2265 Member of the Federal Deposit Insurance Corporation 67 68