Penns Woods Bancorp, Inc.
Annual Report 2018

Plain-text annual report

Annual Report & Form 10-K 2018 001CSN38E2 Jersey Shore State Bank Locations & Luzerne Bank Locations CLINTON COUNTY LYCOMING COUNTY MISSION STATEMENT To be the most significant regional community bank JERSEY SHORE LOCK HAVEN • CENTRE COUNTY • SNOW SHOE • MILL HALL • MONTOURSVILLE LOYALSOCK • • WILLIAMSPORT • DUBOISTOWN • MUNCY • MONTGOMERY Y LEWISBURG • • DANVILLE DALLAS • LAKE • LUZERNE • PLAINS • PITTSTON • FORTY FORT • WILKES-BARRE CONYNGHAM VALLEY • • HAZLE TWP LUZERNE COUNTY • ZION • SPRING MILLS • CENTRE HALL • STATE COLLEGE UNION COUNTY MONTOUR COUNTY 2 3 4 5 6 7 8 9 111 1Dear Shareholder, We continue to monetize past growth initiatives and introduce new expansion plans to build out our footprint and expand non-spread income. Our past branch expansion continues to pay dividends as we continue to grow consumer loans and commercial loans, which led to 11% net loan growth during 2018. We opened a new office in Snow Shoe, Pennsylvania in early 2018 and have had great growth in the market. A new initiative was kicked off, United Insurance Solutions, LLC (“UIS“). We sold our first policy in the middle of 2018 and ended the year with over 225 policies sold. We see this as a strong focus to build non-interest income and provide an affordable solution to our customer base for property and casualty and other insurance needs. Our growth in monetizing past expansion resulted in net income in excess of $14.7 million. Looking into 2019, we will remain focused on gathering high-quality assets, growing the deposit base, and increasing non-interest income through UIS, our investment advisory team the Comprehensive Financial Group, and our mortgage department. We also have two new branches in the Luzerne market, Pittston and Forty Fort, which will complement their existing footprint and provide additional options to their customer base for their banking needs. Financial Highlights PWOD continued to return strong results during the past year. Highlights from the period ending December 31, 2018 include: Net Income Basic & Diluted EPS Total Deposits Core Deposits Net Loans Total Assets Twelve Months Ended December 31, 2018 $14,704,000 $3.14 $1,219,903,000 $933,292,000 $1,370,920,000 $1,684,771,000 Twelve Months Ended December 31, 2017 $9,773,000 $2.08 $1,146,320,000 $916,853,000 $1,233,756,000 $1,474,492,000 % Change 50.46% 50.96% 6.42% 1.79% 11.12% 14.26% Final Note All employees at Penns Woods Bancorp, Inc. (“PWOD”) thank you for your support and pledge to work hard to increase shareholder value. We thank you for making PWOD your investment choice and ask that you make JSSB, Luzerne Bank, UIS, and CFG your preference for fulfilling all your financial needs. Sincerely, Richard A. Grafmyre, CFP® Chief Executive Officer 2Three Year Financial Highlights DILUTED EARNINGS PER SHARE RETURN ON AVERAGE EQUITY (Percent) DIVIDENDS PER SHARE 3.14 2.64 2.08 $3.50 3.00 2.50 2.00 1.50 13.00 11.00 10.72 8.96 9.00 6.91 7.00 5.00 1.88 1.88 1.88 $2.25 2.00 1.75 1.50 1.25 2016 2017 2018 2016 2017 2018 2016 2017 2018 YEAR-END DEPOSITS (In Millions) 1,220 1,146 $1,300 1,200 1,100 1,095 1,000 900 RETURN ON AVERAGE ASSETS (Percent) 1.25 1.00 0.93 0.94 0.69 0.75 0.50 0.25 YEAR-END LOANS (In Millions) 1,371 1,234 1,081 $1,600 1,400 1,200 1,000 800 2016 2017 2018 2016 2017 2018 2016 2017 2018 3PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET December 31, 2018 2017 (In Thousands, Except Share Data) ASSETS: Noninterest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,325 $ Interest-bearing deposits in other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,417 66,742 25,692 1,551 27,243 Investment debt securities, available for sale, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,285 108,627 Investment equity securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities, trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted investment in bank stock, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,776 36 18,862 2,929 2,516 190 13,332 1,196 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,384,757 1,246,614 Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,837) (12,858) Loans, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,370,920 1,233,756 Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,580 5,334 28,627 17,104 1,162 5,154 4,260 27,386 4,321 27,982 17,104 1,462 4,388 4,989 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,684,771 $ 1,474,492 LIABILITIES: Interest-bearing deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 899,089 $ 843,004 Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320,814 303,316 Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,219,903 1,146,320 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,865 138,942 1,150 13,367 100,748 70,970 502 17,758 TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,541,227 1,336,298 SHAREHOLDERS’ EQUITY: Preferred stock, no par value, 3,000,000 shares authorized; no shares issued. . . . . . . . . . . . . . . . . . . . . . . . . . — — Common stock, par value $8.33, 15,000,000 shares authorized; 5,011,698 and 5,009,339 shares issued; 4,691,548 and 4,689,189 shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss: Net unrealized loss on available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock at cost, 320,150 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL PENNS WOODS BANCORP, INC. SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . Non controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,763 50,737 69,787 (1,360) (5,276) (12,115) 143,536 8 41,744 50,173 63,364 (54) (4,920) (12,115) 138,192 2 TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,544 138,194 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,684,771 $ 1,474,492 See accompanying notes to the consolidated financial statements. 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 FOR LOAN LOSSES. . . . . . . . . . . . . . . . NON-INTEREST INCOME: Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net debt securities (losses) gains, available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net equity securities losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities gains (losses), trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance commissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brokerage commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debit card income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NON-INTEREST INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NON-INTEREST EXPENSE: Salaries and employee benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Software amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Deposit Insurance Corporation deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NON-INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCOME BEFORE INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONSOLIDATED NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Earnings attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCOME ATTRIBUTABLE TO PENNS WOODS BANCORP, INC. . . . . . . . . . . . . . . $ Year Ended December 31, 2017 2016 2018 54,000 $ 45,833 $ 42,056 2,784 860 1,102 58,746 6,370 1,757 2,809 10,936 47,810 1,735 46,075 2,460 (47) (170) 3 662 1,518 365 1,336 1,534 1,800 9,461 21,083 2,702 3,092 712 1,108 2,106 890 767 300 5,247 38,007 17,529 2,819 14,710 6 14,704 2,182 1,218 744 49,977 4,083 234 1,580 5,897 44,080 730 43,350 2,222 600 — (8) 666 1,674 496 1,378 1,960 1,756 10,744 18,999 2,447 2,915 974 925 2,353 669 958 337 6,285 36,862 17,232 7,459 9,773 — 9,773 2.08 $ $ $ 2,424 1,498 835 46,813 3,547 46 1,974 5,567 41,246 1,196 40,050 2,249 1,611 — 58 684 2,102 795 1,098 1,896 1,620 12,113 17,813 2,223 2,793 1,256 873 2,096 767 740 366 6,164 35,091 17,072 4,597 12,475 — 12,475 2.64 $ $ $ EARNINGS PER SHARE - BASIC AND DILUTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.14 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED . . . . . . . . . . 4,690,254 4,705,602 4,735,457 DIVIDENDS PER SHARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.88 $ 1.88 $ 1.88 See accompanying notes to the consolidated financial statements. 5PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In Thousands) Year Ended December 31, 2017 2016 2018 Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,704 $ 9,773 $ 12,475 Other comprehensive income (loss): Change in unrealized gain (loss) on available for sale securities . . . . . . . . . . . . . . . . . . . . . (1,022) Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net realized loss (gain) included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Accretion) amortization of unrecognized pension and post-retirement items . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216 47 (10) (451) 95 Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,125) 1,500 (510) (600) 204 270 (92) 772 252 (85) (1,611) 547 (352) 120 (1,129) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,579 $ 10,545 $ 11,346 See accompanying notes to the consolidated financial statements. 6. C N I , P R O C N A B S D O O W S N N E P Y T I U Q E ’ S R E D L O H E R A H S N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C L A T O T - N O N D E T A L U M U C C A R E H T O Y T I U Q E T S E R E T N I K C O T S S S O L ’ S R E D L O H E R A H S G N I L L O R T N O C Y R U S A E R T E V I S N E H E R P M O C D E N I A T E R S G N I N R A E L A N O I T I D D A N I - D I A P L A T I P A C K C O T S N O M M O C T N U O M A S E R A H S 9 7 2 , 6 3 1 $ — $ ) 0 6 6 , 9 ( $ ) 9 9 7 , 3 ( $ 8 3 0 , 8 5 $ 2 9 9 , 9 4 $ 8 0 7 , 1 4 $ 4 8 9 , 4 0 0 , 5 ) 9 2 1 , 1 ( 5 7 4 , 2 1 9 1 2 8 ) 4 7 5 ( ) 3 0 9 , 8 ( 3 7 7 , 9 9 4 2 , 8 3 1 — 9 2 2 7 7 2 7 8 ) 7 3 8 , 8 ( ) 1 8 8 , 1 ( 4 9 1 , 8 3 1 — 0 1 7 , 4 1 ) 5 2 1 , 1 ( 6 8 4 ) 8 1 8 , 8 ( 7 9 — ) 4 3 2 , 0 1 ( ) 8 2 9 , 4 ( 0 1 6 , 1 6 5 7 0 , 0 5 6 2 7 , 1 4 9 0 1 , 7 0 0 , 5 ) 4 7 5 ( ) 9 2 1 , 1 ( 5 7 4 , 2 1 ) 3 0 9 , 8 ( 9 1 4 6 8 1 5 2 1 , 2 2 2 6 ) 1 8 8 , 1 ( ) 5 1 1 , 2 1 ( ) 8 1 8 ( 2 7 7 ) 4 7 9 , 4 ( ) 7 3 5 ( ) 5 2 1 , 1 ( 3 7 7 , 9 8 1 8 ) 7 3 8 , 8 ( 7 3 5 4 6 3 , 3 6 4 0 7 , 4 1 ) 8 1 8 , 8 ( 9 2 9 6 8 1 0 3 2 , 2 3 7 1 , 0 5 4 4 7 , 1 4 9 3 3 , 9 0 0 , 5 6 8 4 8 7 9 1 9 5 3 , 2 4 4 5 , 3 4 1 $ 8 $ ) 5 1 1 , 2 1 ( $ ) 6 3 6 , 6 ( $ 7 8 7 , 9 6 $ 7 3 7 , 0 5 $ 3 6 7 , 1 4 $ 8 9 6 , 1 1 0 , 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1 0 2 , 1 3 r e b m e c e D , e c n a l a B . . . . . . . . . . . . . . . . . . e m o c n i t e N s s o l e v i s n e h e r p m o c r e h t O . s g n i n r a e n i d e z i n g o c e r n o i t a s n e p m o c d e s a b - k c o t S . . . . . . . . . . . ) e r a h s r e p 8 8 . 1 $ ( , d e r a l c e d s d n e d i v i D . n a l p e s a h c r u p k c o t s e e y o l p m e r o f d e u s s i s e r a h s n o m m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) s e r a h s 0 0 6 , 4 1 ( k c o t s y r u s a e r t f o e s a h c r u P . . . . . . . . . . . . . . . . . . . . . 6 1 0 2 , 1 3 r e b m e c e D , e c n a l a B . . . . . . . . . . . . . . . e m o c n i t e N m o r f s t c e f f e x a t e m o c n i n i a t r e c f o n o i t a c i f i s s a l c e R . . . . . . . . . . . . . . . . . . . s s o l e v i s n e h e r p m o c r e h t o d e t a l u m u c c a . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O . s g n i n r a e n i d e z i n g o c e r n o i t a s n e p m o c d e s a b - k c o t S . . . . . . . . . . . . . . . . . ) e r a h s r e p 8 8 . 1 $ ( , d e r a l c e d s d n e d i v i D . e r u t n e v t n i o j n i t n e m t s e v n i g n i l l o r t n o c n o N . n a l p e s a h c r u p k c o t s e e y o l p m e r o f d e u s s i s e r a h s n o m m o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) s e r a h s 8 9 6 , 7 4 ( k c o t s y r u s a e r t f o e s a h c r u P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1 0 2 , 1 3 r e b m e c e D , e c n a l a B . . . . . . . . . . . . . . . . . . . e m o c n i t e N 1 0 - 6 1 0 2 U S A f o n o i t p o d A . s s o l e v i s n e h e r p m o c r e h t O . s g n i n r a e n i d e z i n g o c e r n o i t a s n e p m o c d e s a b - k c o t S . . . . . . . . . . . ) e r a h s r e p 8 8 . 1 $ ( , d e r a l c e d s d n e d i v i D . n a l p e s a h c r u p k c o t s e e y o l p m e r o f d e u s s i s e r a h s n o m m o C . . . . . . . . . . . . . . . . . . . . . . . . 8 1 0 2 , 1 3 r e b m e c e D , e c n a l a B ) a t a D e r a h S r e P t p e c x E , s d n a s u o h T n I ( . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e h t o t s e t o n g n i y n a p m o c c a e e S 7 PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2017 2016 2018 (In Thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: $ 14,704 $ 9,773 $ 12,475 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of investment security discounts and premiums, net . . . . . . . . . . . . . . . . . . . . Securities losses (gains), available for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Originations of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net equity securities losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities (gains) losses, trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings on bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVESTING ACTIVITIES: Investment debt securities available for sale: Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from calls and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of bank premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from the sale of foreclosed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital contribution from non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from redemption of regulatory stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of regulatory stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FINANCING ACTIVITIES: Net increase in interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . CASH AND CASH EQUIVALENTS, BEGINNING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,515 300 1,735 776 47 (55,283) 55,068 (1,518) 170 (3) 466 (309) (662) (324) (412) 17,270 19,296 8,033 (58,725) 570 (139,776) (2,005) 445 (30) — 15,352 (20,882) (177,722) 56,085 17,498 80,000 (12,028) 67,117 (8,818) 97 — 199,951 39,499 27,243 2,632 337 730 893 (600) (53,407) 55,838 (1,674) — 8 426 (566) (666) 1,769 2,200 17,693 25,528 11,564 (22,986) — (152,806) (4,999) 1,108 (34) 2 7,677 (12,158) (147,104) 51,067 39 30,000 (45,028) 87,507 (8,837) 116 (1,881) 112,983 (16,428) 43,671 CASH AND CASH EQUIVALENTS, ENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,742 $ 27,243 $ See accompanying notes to the consolidated financial statements. 3,146 366 1,196 870 (1,611) (68,362) 69,268 (2,102) — (58) 3,826 (3,753) (684) 1,543 (7) 16,113 44,829 25,558 (28,322) — (49,590) (4,061) 859 (27) — 3,160 (3,178) (10,772) 40,140 23,194 — (5,027) (33,397) (8,903) 101 (574) 15,534 20,875 22,796 43,671 8UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 23-2226454 (I.R.S. Employer Identification No.) 17703-0967 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 registered pursuant to Section 12(g) of the Act: None 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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. 9 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 $210,035,440 at June 30, 2018. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Class Common Stock, $8.33 Par Value Outstanding at March 1, 2019 4,691,947 Shares 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 23, 2019 are incorporated by reference in Part III hereof. 10 ITEM Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Properties Legal Proceedings Mine Safety Disclosures INDEX PART I PART II Item 5. Item 6. Item 7. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases 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. Directors, Executive Officers, and Corporate Governance Item 11. Item 12. Item 13. Item 14. Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Index to Exhibits Signatures PAGE 12 18 21 22 23 23 24 26 27 43 44 93 94 97 97 97 97 97 97 98 100 101 11 ITEM 1 BUSINESS A. General Development of Business and History PART I On January 7, 1983, Penns Woods Bancorp, Inc. (the “Corporation”) was incorporated under the laws of the Commonwealth of Pennsylvania as a bank holding company. In connection with the organization of the Corporation, Jersey Shore State Bank ("JSSB"), a Pennsylvania state-chartered bank, became a wholly owned subsidiary of the Corporation. On June 1, 2013, the Corporation acquired Luzerne Bank ("Luzerne") with Luzerne operating as a subsidiary of the Corporation (JSSB and Luzerne are collectively referred to as the "Banks"). The Corporation’s two other wholly-owned subsidiaries are Woods Real Estate Development Company, Inc. and Woods Investment Company, Inc. The Corporation is also a partner in United Insurance Solutions, LLC. The Corporation’s business has consisted primarily of managing and supervising the Banks, and its principal source of income has been dividends paid by the Banks and Woods Investment Company, Inc. The Banks are 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 branch office network, ATMs, Internet, and telephone banking delivery channels, the Banks deliver their products and services to the communities they reside in. In October 2000, JSSB acquired The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”). The M Group, which operates as a subsidiary of JSSB, offers insurance and securities brokerage services. Securities are offered by The M Group through Voya Financial, a registered broker-dealer. Neither the Corporation nor the Banks anticipate that compliance with environmental laws and regulations will have any material effect on capital expenditures, earnings, or their competitive position. The Banks are not dependent on a single customer or a few customers, the loss of whom would have a material effect on the business of the Banks. JSSB employed 251 persons, Luzerne employed 73 persons, and The M Group employed 4 persons as of December 31, 2018 in either a full-time or part-time capacity. The Corporation does not have any employees. The principal officers of the Banks also serve as officers of the Corporation. Woods Investment Company, Inc., a Delaware holding company, maintains an investment portfolio that is managed for total return and to fund dividend payments by the Corporation. Woods Real Estate Development Company, Inc. serves the Corporation through its acquisition and ownership of certain properties utilized by the Bank. United Insurance Solutions, LLC offers property and casualty and auto insurance products within the Corporation's market footprint. We post publicly available reports required to be filed with the SEC on our website, www.pwod.com, as soon as reasonably practicable after filing such reports with the SEC. The required reports are available free of charge through our website. Information available on our website is not part of or incorporated by reference into this Report or any other report filed by this Corporation with the SEC. B. Regulation and Supervision The Corporation is a registered bank holding company and, as such is 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”). During 2017, the Corporation elected to become a financial holding company under the BHCA and the regulations of the FRB. The Banks are also subject to the supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”), as their primary federal regulator and as the insurer of the Banks' deposits. The Banks are also regulated and examined by the Pennsylvania Department of Banking and Securities (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 insurance activities of United Insurance Solutions, LLC are subject to regulation by the Pennsylvania Department of Insurance. 12 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 Corporation to stand ready to use its resources to provide adequate capital funds to the Banks during periods of financial stress or adversity. The BHCA requires the Corporation 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. In July 2013, the federal bank regulatory agencies adopted revisions to the agencies’ capital adequacy guidelines and prompt corrective action rules, which were designed to enhance such requirements and implement the revised standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. The final rules generally implement higher minimum capital requirements, add a new common equity tier 1 capital requirement, and establish criteria that instruments must meet to be considered common equity tier 1 capital, additional tier 1 capital or tier 2 capital. The current minimum capital requirements are a common equity tier 1 capital ratio of 4.5% (6.5% to be considered “well capitalized”), a tier 1 capital ratio of 6.0%; (8.0% to be considered “well capitalized”), and a total capital ratio of 8.0% (10.0% to be considered “well capitalized”). In order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), as of January 1, 2019, a banking organization must hold a capital conservation buffer comprised of common equity tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. 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 4.0% (5.0% to be considered "well capitalized"). The Banks are subject to similar capital requirements adopted by the FDIC. Dividends Federal and state laws impose limitations on the payment of dividends by the Banks. The Pennsylvania Banking Code and the policies of the FDIC and the Department generally encourage the Banks to pay dividends from current net income and retained earnings. The Pennsylvania Banking Code restricts the availability of capital funds for payment of dividends by the Banks to their additional paid-in capital. In addition to the dividend restrictions described above, the banking regulators have the authority to prohibit or to limit the payment of dividends by the Banks if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the Banks. Under Pennsylvania law, the Corporation may not pay a dividend, if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of business and, after giving effect to the dividend, 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 distribution, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to those receiving the dividend. It is also the policy of the FRB that a bank holding company generally may only pay dividends on common stock out of net income available to common shareholders over the past twelve months and only if the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall financial condition. A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries. C. Regulation of the Banks The Banks are highly regulated by the FDIC and the Department. The laws that such agencies enforce limit the specific types of businesses in which the Banks may engage, and the products and services that the Banks may offer to customers. Generally, these limitations are designed to protect the insurance fund of the FDIC and/or the customers of the Banks, and not the Banks or their shareholders. From time to time, various types of new federal and state legislation have been proposed that could result in additional regulation of, and restrictions on, the business of the Banks. It cannot be predicted whether any such legislation will be adopted 13 or how such legislation would affect business of the Banks. As a consequence of the extensive regulation of commercial banking activities in the United States, the Banks' business is particularly susceptible to being affected by federal legislation and regulations that may increase the costs of doing business. Some of the major regulatory provisions that affect the business of the Banks are discussed briefly below. 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 liability for civil money damages for failure to fulfill its commitment on that guarantee; 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 The FDIC maintains the Deposit Insurance Fund ("DIF") by assessing depository institutions an insurance premium. The FDIC has set the amount of deposits it insures at $250,000. As mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the assessment base that the FDIC uses to calculate assessment premiums is a bank’s average assets minus average tangible equity. The range of assessment rates is a low of 2.5 basis points to a high of 45 basis points, per $100 of assets. The FDIC is required under the Dodd-Frank Act to establish assessment rates that will allow the DIF to achieve a reserve ratio of 1.35% of insured deposits by September 2020. In addition, the FDIC has established a “designated reserve ratio” of 2.0%, a target ratio that, until it is achieved, will not likely result in the FDIC reducing assessment rates. In attempting to achieve the mandated 1.35% ratio, the FDIC is required to implement assessment formulas that charge banks over $10 billion in asset size more than banks under that size. Under the Dodd-Frank Act, the FDIC is authorized to make reimbursements from the insurance fund to banks if the reserve ratio exceeds 1.50%, but the FDIC has adopted the “designated reserve ratio” of 2.0% and has announced that any reimbursements from the fund are indefinitely suspended. Federal Home Loan Bank System The Banks are members of the Federal Home Loan Bank of Pittsburgh (the “FHLB”), which is one of 12 regional Federal Home Loan Banks. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by member institutions and proceeds from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the Federal Home Loan Bank. At December 31, 2018, the Banks had $138,625,000 in FHLB advances. As a member, the Banks are required to purchase and maintain stock in the FHLB. The amount of required stock varies based on the FHLB products utilized by the Banks and the amount of the products utilized. At December 31, 2018, the Banks had $18,357,000 in stock of the FHLB, which was in compliance with this requirement. Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Regulatory Relief Act”), amended certain provisions of the Dodd-Frank Act, as well as certain other statutes administered by the federal banking agencies. Some of the key provisions of the Regulatory Relief Act as it relates to community banks and bank holding companies include: (i) designating mortgages held in portfolio as “qualified mortgages” for banks with less than $10 billion in assets, subject to certain documentation and product limitations; (ii) exempting banks with less than $10 billion in assets (and total trading assets and trading liabilities of 5% or less of total assets) from Volcker Rule requirements relating to proprietary trading; (iii) simplifying capital calculations for banks with less than $10 billion in assets by requiring federal banking agencies to establish a community bank leverage ratio of tangible equity to average consolidated assets of not less than 8% or more than 10%, and provide that banks that maintain tangible equity in excess of such ratio will be deemed to be in compliance with risk-based capital and leverage requirements; (iv) assisting smaller banks with obtaining stable funding by providing an exception for reciprocal deposits from 14FDIC restrictions on acceptance of brokered deposits; (v) raising the eligibility for use of short-form Call Reports from $1 billion to $5 billion in assets; (vi) clarifying definitions pertaining to high volatility commercial real estate loans (HVCRE), which require higher capital allocations, so that only loans with increased risk are subject to higher risk weightings; and (vii) changing the eligibility for use of the small bank holding company policy statement from institutions with under $1 billion in assets to institutions with under $3 billion in assets. Section 201 of the Regulatory Relief Act directed the federal banking agencies to develop a community bank leverage ratio (“CBLR”) of not less than 8% and not more than 10% for qualifying community banks and bank holding companies with total consolidated assets of less than $10 billion. Qualifying community banking organizations that exceed the CBLR level established by the agencies, and that elect to be covered by the CBLR framework, will be considered to have met: (i) the generally applicable leverage and risk-based capital requirements under the banking agencies’ capital rules; (ii) the capital ratio requirements necessary to be considered “well capitalized” under the banking agencies’ prompt corrective action framework in the case of insured depository institutions; and (iii) any other applicable capital or leverage requirements. On February 8, 2019, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve Board, and the FDIC published for comment a proposed rule to implement the provisions of Section 201 of the Regulatory Relief Act. Under the proposal, a qualifying community banking organization would be defined as a depository institution or depository institution holding company with less than $10 billion in assets and specified limited amounts of off-balance sheet exposures, trading assets and liabilities, mortgage servicing assets, and certain temporary difference deferred tax assets. A qualifying community banking organization would be permitted to elect the CBLR framework if its CBLR is greater than 9%. The proposed rulemaking also addresses opting in and opting out of the CBLR framework by a community banking organization, the treatment of a community banking organization that falls below CBLR requirements, and the effect of various CBLR levels for purposes of the prompt corrective action categories applicable to insured depository institutions. Advanced approaches banking organizations (generally, institutions with $250 billion or more in consolidated assets) are not eligible to use the CBLR framework. The Corporation continues to analyze the changes implemented by the Regulatory Relief Act, including the CBLR framework included in the recently proposed rulemaking. The Corporation has not determined at this time whether or not it would qualify for the CBLR framework or, if so, whether it would elect to utilize the CBLR framework when final rules are adopted. The Corporation does not believe, however, that the changes resulting from the Regulatory Relief Act will materially impact the Corporation’s business, operations, or financial results. Other Legislation The 2010 Dodd-Frank Act made significant changes to the bank regulatory structure and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act, among other things: (i) expands the authority of the FRB to examine bank holding companies and their subsidiaries, including insured depository institutions; (ii) requires a bank holding company to be well capitalized and well managed to receive approval of an interstate bank acquisition; (iii) provides mortgage reform provisions regarding a customer’s ability to pay and making more loans subject to provisions for higher-cost loans and new disclosures; (iv) creates the Consumer Financial Protection Bureau (the “CFPB”) that has rulemaking authority for a wide range of consumer protection laws that apply to all banks and has broad powers to supervise and enforce consumer protection laws; (v) introduces additional corporate governance and executive compensation requirements on public companies subject to the Securities and Exchange Act of 1934, such as the Corporation; (vi) permits FDIC-insured banks to pay interest on business demand deposits; (vii) requires that holding companies and other companies that directly or indirectly control an insured depository institution serve as a source of financial strength to that institution; (viii) makes permanent the $250 thousand limit for federal deposit insurance at all insured depository institutions; and (ix) permits national and state banks to establish interstate branches to the same extent as the branch host state allows establishment of in-state branches. The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets such as the Banks will continue to be examined for compliance with the consumer laws by their primary bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws. Under the Bank Secrecy Act, a financial institution is required to have systems in place to detect certain types of transactions, based on the size and nature of the transaction. Financial institutions are generally required to report cash transactions involving 15more than $10,000 to the United States Treasury. In addition, financial institutions are required to file suspicious activity reports for transactions that involve more than $5,000 and that the financial institution knows, suspects or has reason to suspect, involves illegal funds, is designed to evade the requirements of the law, or has no lawful purpose. Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, commonly referred to as the “USA PATRIOT Act,” financial institutions are subject to prohibitions against specified financial transactions and account relationships, as well as enhanced due diligence standards intended to detect, and prevent, the use of the United States financial system for money laundering and terrorist financing activities. The Patriot Act requires financial institutions, including banks, to establish anti-money laundering programs, including employee training and independent audit requirements, meet minimum specified standards, follow minimum standards for customer identification and maintenance of customer identification records. 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 Corporation, 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, adopted new rules relating to certain governance matters, including the independence of members of a company’s audit committee as a condition to listing or continued listing. Congress is often considering financial industry legislation, and the federal banking agencies routinely propose new regulations. The Corporation cannot predict how any new legislation, or new rules adopted by federal or state banking agencies, may affect the business of the Corporation and its subsidiaries in the future. 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 Corporation 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 Corporation. Effect of Government Monetary Policies The earnings of the Corporation 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 borrowings by 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 THE BANKS History and Business JSSB was incorporated under the laws of the Commonwealth of Pennsylvania as a state bank in 1934 and became a wholly owned subsidiary of the Corporation on July 12, 1983. As of December 31, 2018, JSSB had total assets of $1,251,871,000; total shareholders’ equity of $90,896,000; and total deposits of $862,166,000. JSSB's deposits are insured by the FDIC for the maximum amount provided under current law. 16 Luzerne was acquired by the Corporation on June 1, 2013. As of December 31, 2018, Luzerne had total assets of $439,086,000; total shareholders’ equity of $49,580,000; and total deposits of $358,753,000. Luzerne's deposits are insured by the FDIC for the maximum amount provided under current law. The Banks engage in business as commercial banks, doing business at locations in Lycoming, Clinton, Centre, Montour, Union and Luzerne Counties, Pennsylvania. The Banks offer insurance, securities brokerage services, annuity and mutual fund investment products, and financial planning through the M Group. Services offered by the Banks include accepting time, demand and savings deposits including Super NOW accounts, statement savings accounts, money market accounts, and fixed rate certificates of deposit. Their 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 Banks' loan portfolio mix can be classified into three principal categories: commercial and agricultural, real estate, and consumer. Real estate loans can be further segmented into residential, commercial, and construction. Qualified borrowers are defined by our loan policy and our underwriting standards. Owner provided equity requirements range from 0% to 35%, depending on the collateral offered for the loan. Terms are generally restricted to 30 years or less with the exception of construction and land development, which are generally limited to one and five years, respectively. Real estate appraisals, property construction verifications, and site visitations comply with our loan policy and with industry regulatory standards. Prospective residential mortgage customer’s repayment ability is determined from information contained in the application and recent income tax returns, or other verified income sources. 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 Banks' real estate underwriting criteria. Agricultural loans made for the purchase of equipment are usually payable in five years, but never more than ten, depending upon the useful life of the purchased asset. Minimum borrower equity ranges from 0% to 35% depending on the purpose. 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 ten years. Insurance coverage with the Banks 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, depending upon loan terms, junior liens are filed on other available assets. Financial information required on all commercial mortgages 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 personally guaranty the entity’s debt. Seasonal and revolving lines of credit are offered for working capital purposes. Collateral for such a loan may vary but often includes the pledge of inventory and/or receivables. Drawing availability is usually 50% of inventory and 80% 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 specified basis. In addition, the guaranty of the principals is usually obtained. Letter of credit availability is usually limited to standby or performance letters of credit where the customer is well known to the Banks. The credit criteria is the same as that utilized in making a direct loan. Collateral is obtained in most cases. Consumer loan products include residential mortgages, home equity loans and lines, automobile financing, personal loans and lines of credit, overdraft and check lines. 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 fifteen years or less. Loan to collateral value criteria is 90% or less and verifications are made to determine values. Automobile financing is generally restricted to five years and done on both an indirect and direct basis. The Banks, as a practice, do not floor plan and therefore do not discount 17 dealer paper. Small loan requests are to accommodate personal needs such as debt consolidation or the purchase of small appliances. Overdraft check lines are usually limited to $5,000 or less. The Banks' investment portfolios are analyzed and priced on a monthly basis. Investments are made in U.S. Treasuries, U.S. Agency issues, bank qualified tax-exempt municipal bonds, taxable municipal bonds, corporate bonds, and corporate stocks which consist of Pennsylvania bank stocks. Bonds with BBB 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 Corporation’s tax position, tax equivalent yield, third party investment ratings, and the policies of the Asset/Liability Committee. The banking environment in Lycoming, Clinton, Centre, Montour, Union and Luzerne Counties, Pennsylvania is highly competitive. The Banks operate twenty-six full service offices in these markets and compete 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 Banks have 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 11% of total deposits. Although the Banks have 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 Banks have not experienced any significant seasonal fluctuations in the amount of deposits. The Banks have experienced an outflow of deposits related to municipalities and school districts due to the ongoing Commonwealth of Pennsylvania budget impasse. Supervision and Regulation As referenced elsewhere, the banking business is highly regulated, and the Banks are only able to engage in business activities, and to provide products and services, that are permitted by applicable law and regulation. In addition, the earnings of the Banks 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, 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 Banks' deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Banks' operation in the future. The effect of such policies and regulations upon the future business and earnings of the Banks cannot accurately be predicted. ITEM 1A RISK FACTORS The following sets forth several risk factors that may affect the Corporation's financial condition or results of operations. 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. 18 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 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. Our information systems may experience an interruption or breach in security. We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer-relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur; or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability; any of which could have a material adverse effect on our financial condition and results of operations. We face the risk of cyber-attack to our computer systems. Our computer systems, software and networks have been and will continue to be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other events. These threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. If one or more of these events occurs, it could result in the disclosure of confidential client information, damage to our reputation with our clients and the market, additional costs to us (such as repairing systems or adding new personnel or protection technologies), regulatory penalties and financial losses, to both us and our clients and customers. Such events could also cause interruptions or malfunctions in our operations (such as the lack of availability of our online banking system), as well as the operations of our clients, customers or other third parties. 19Although we maintain safeguards to protect against these risks, there can be no assurance that we will not suffer losses in the future that may be material in amount. 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 non-bank 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. The value of certain investment securities is volatile and future declines or other-than-temporary impairments could materially adversely affect our future earnings and regulatory capital. Continued volatility in the market value for certain of our investment securities, whether caused by changes in market perceptions of credit risk, as reflected in the expected market yield of the security, or actual defaults in the portfolio could result in significant fluctuations in the value of the securities. This could have a material adverse impact on our accumulated other comprehensive income/loss and shareholders’ equity depending on the direction of the fluctuations. Furthermore, future downgrades or defaults in these securities could result in future classifications of investment securities as other than temporarily impaired. This could have a material impact on our future earnings. 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. The potential exists for additional federal or state laws and regulations, or changes in policy, affecting many aspects of our operations, including capital levels, lending and funding practices, and liquidity standards. New laws and regulations may increase our costs of regulatory compliance and of doing business and otherwise affect our operations, and may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and profitability. 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. 20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 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. The Corporation is required to adopt the FASB's accounting standard which requires measurement of certain financial assets (including loans) using the current expected credit losses (CECL) beginning in calendar year 2020. Current GAAP requires an incurred loss methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The FASB's amendment replaces the current incurred loss methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonableness and supportable information to inform credit loss estimates. The Corporation is in the process of evaluating the impact of the adoption of this guidance on the Corporation's financial statements; however, it is anticipated that the allowance will increase upon the adoption of CECL and that the increased allowance level will have the effect of decreasing shareholders' equity and the Corporation's and Bank's regulatory capital ratios. 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 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. 21 ITEM 2 PROPERTIES The Corporation owns or leases its properties. Listed herewith are the locations of properties owned or leased as of December 31, 2018, in which the banking offices are located; all properties are in good condition and adequate for the Corporation's purposes: Office Address Ownership Jersey Shore State Bank & Subsidiaries Main Street Bridge Street DuBoistown Williamsport Montgomery Lock Haven Mill Hall Spring Mills Centre Hall Zion State College Montoursville Danville Loyalsock Lewisburg Muncy-Hughesville Snow Shoe 115 South Main Street, PO 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 Owned Owned Owned Owned Owned Owned Under Lease 3635 Penns Valley Road, P.O. Box 66 Under Lease Spring Mills, Pennsylvania 16875 2842 Earlystown Road Centre Hall, Pennsylvania 16828 100 Cobblestone Road Bellefonte, Pennsylvania 16823 2050 North Atherton Street State College, Pennsylvania 16803 820 Broad Street Montoursville, Pennsylvania 17754 150 Continental Boulevard Danville, Pennsylvania 17821 1720 East Third Street Williamsport, PA 17701 550 North Derr Drive Lewisburg, PA 17837 3081 Route 405 Highway Muncy, PA 17756 493 East Sycamore Road Snow Shoe, PA 16874 Land Under Lease Owned Land Under Lease Under Lease Under Lease Owned Land Under Lease Owned Under Lease Mansfield Mortgage Office 102 West Wellsboro Street, Suite 2 Under Lease The M Group, Inc. Mansfield, PA 16933 1720 East Third Street Owned D/B/A The Comprehensive Financial Group Williamsport, PA 17701 22 Office Luzerne Bank Address Dallas Lake Hazle Twp. Luzerne Plains Swoyersville Wilkes-Barre Wyoming Conyngham Valley ITEM 3 LEGAL PROCEEDINGS 509 Main Road Memorial Highway Dallas, PA 18612 Corners of Rt. 118 & 415 Dallas, PA 18612 10 Dessen Drive Hazle Twp., PA 18202 118 Main Street Luzerne, PA 18709 1077 Hwy. 315 Wilkes Barre, PA 18702 801 Main Street Swoyersville, PA 18704 67 Public Square Wilkes-Barre, PA 18701 324 Wyoming Ave. Wyoming, PA 18644 669 State Route 93 STE 5 Sugarloaf, PA 18249 Ownership Owned Owned Owned Owned Under Lease Owned Under Lease Owned Under Lease The Corporation is subject to lawsuits and claims arising out of its business in the ordinary course. In the opinion of management, after review and consultation with counsel, there are no legal proceedings currently pending or threatened that are reasonably likely to have a material adverse effect on the consolidated financial position or results of operations of the Corporation. ITEM 4 MINE SAFETY DISCLOSURES Not applicable. 23 PART II ITEM 5 MARKET FOR THE REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES The Corporation’s 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 closing sale prices for a share of the Corporation’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, 2016. Price Range High Low Dividends Declared 2018 First quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.56 $ 39.61 $ 46.92 46.27 44.18 41.29 43.22 38.66 2017 First quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.45 $ 43.28 $ 43.60 46.47 49.79 38.17 41.08 45.65 2016 First quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.32 $ 36.73 $ 44.70 44.75 52.03 37.82 40.34 41.00 0.47 0.47 0.47 0.47 0.47 0.47 0.47 0.47 0.47 0.47 0.47 0.47 The Corporation has paid dividends since the effective date of its formation as a bank holding company. It is the present intention of the Corporation’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 Corporation considers dividend policy. Cash available for dividend distributions to shareholders of the Corporation primarily comes from dividends paid by Jersey Shore State Bank and Luzerne Bank to the Corporation. Therefore, the restrictions on the Banks' dividend payments are directly applicable to the Corporation. See also the information appearing in Note 20 to “Notes to Consolidated Financial Statements” 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 1, 2019, the Corporation had approximately 1,247 shareholders of record. Following is a schedule of the shares of the Corporation’s common stock purchased by the Corporation during the fourth quarter of 2018. Period Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Units) Purchased Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs Month #1 (October 1 - October 31, 2018) . . . . . . . . . . Month #2 (November 1 - November 30, 2018) . . . . . . Month #3 (December 1 - December 31, 2018). . . . . . . — $ — — — — — — — — 342,446 342,446 342,446 24 Set forth below is a line graph comparing the yearly dollar changes in the cumulative shareholder return on the Corporation’s common stock against the cumulative total return of the S&P 500 Stock Index, NASDAQ Composite, Russell 2000, and SNL U.S. Bank NASDAQ Index for the period of five fiscal years assuming the investment of $100.00 on December 31, 2013 and assuming the reinvestment of dividends. The shareholder return shown on the graph below is not necessarily indicative of future performance. Index Penns Woods Bancorp, Inc. S&P 500 NASDAQ Composite SNL U.S. Bank NASDAQ Russell 2000 Period Ending 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 100.00 100.00 100.00 100.00 100.00 100.61 113.69 114.75 103.57 104.89 90.54 115.26 122.74 111.80 100.26 112.42 129.05 133.62 155.02 121.63 108.16 157.22 173.22 163.20 139.44 97.51 150.33 168.30 137.56 124.09 25 ITEM 6 SELECTED FINANCIAL DATA The following table sets forth certain financial data for each of the years in the five-year period ended December 31, 2018: (In Thousands, Except Per Share Data Amounts) 2018 2017 2016 2015 2014 $ Consolidated Statement of Income Data: Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses. . . . . . . . . . . . . . . . . . . . . Net interest income after provision for loan losses Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . Income before income tax provision . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . Consolidated net income. . . . . . . . . . . . . . . . . . . . . Earnings attributable to noncontrolling interest . . . Net income attributable to Penns Woods Bancorp, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,746 10,936 47,810 1,735 46,075 9,461 38,007 17,529 2,819 14,710 6 $ 49,977 $ 46,813 $ 46,124 $ 45,606 5,897 44,080 730 43,350 10,744 36,862 17,232 7,459 9,773 — 5,567 41,246 1,196 40,050 12,113 35,091 17,072 4,597 12,475 — 5,219 40,905 2,300 38,605 12,765 33,736 17,634 3,736 13,898 — 4,962 40,644 2,850 37,794 14,508 33,890 18,412 3,804 14,608 — 14,704 9,773 12,475 13,898 14,608 Consolidated Balance Sheet at End of Period: Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for loan losses. . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . Per Share Data: Earnings per share - basic . . . . . . . . . . . . . . . . . . . . Earnings per share - diluted . . . . . . . . . . . . . . . . . . Cash dividends declared . . . . . . . . . . . . . . . . . . . . . Book value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of shares outstanding, at end of period . . . Weighted average number of shares outstanding - basic and diluted . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Ratios: Return on average shareholders’ equity . . . . . . . . . Return on average total assets. . . . . . . . . . . . . . . . . Net interest margin . . . . . . . . . . . . . . . . . . . . . . . . . Dividend payout ratio . . . . . . . . . . . . . . . . . . . . . . . Average shareholders’ equity to average total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans to deposits, at end of period . . . . . . . . . . . . . $ 1,684,771 $ 1,474,492 $ 1,348,590 $1,320,057 $1,245,011 1,384,757 (13,837) 1,219,903 138,942 143,536 1,246,614 (12,858) 1,146,320 70,970 138,192 1,093,681 (12,896) 1,095,214 85,998 138,249 1,045,207 (12,044) 1,031,880 91,025 136,279 915,579 (10,579) 981,419 71,176 135,967 $ $ 3.14 3.14 1.88 30.60 $ 2.08 2.08 1.88 29.47 $ $ 2.64 2.64 1.88 29.20 2.91 2.91 1.88 28.71 3.03 3.03 1.88 28.30 4,691,548 4,689,189 4,734,657 4,747,132 4,804,815 4,690,254 4,705,602 4,735,457 4,772,239 4,816,149 10.72% 0.94% 3.31% 59.97% 6.91% 0.69% 3.47% 8.96% 0.93% 3.44% 90.42% 71.37% 10.11% 1.08% 3.61% 64.52% 8.77% 113.51% 10.05% 108.75% 10.36% 99.86% 10.68% 101.29% 10.79% 1.19% 3.81% 61.99% 11.05% 93.29% 26 ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET INTEREST INCOME RESULTS OF OPERATIONS 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 21% for 2018 and 34% for 2017 and 2016. The tax equivalent adjustments to net interest income for 2018, 2017, and 2016 were $700,000, $1,281,000, and $1,402,000, respectively. 2018 vs. 2017 Reported net interest income increased $3,730,000 to $47,810,000 for the year ended December 31, 2018 compared to the year ended December 31, 2017, as growth in the earning asset portfolio was coupled with the yield on earning assets increasing to 4.06% from 3.92%. Total interest income increased $8,769,000 primarily from the growth in the average balance of the loan portfolio along with a slight increase in the average balance of the investment portfolio as the investment portfolio is actively managed to reduce interest rate and market risk. Interest income on a tax equivalent basis recognized on the loan portfolio increased $8,188,000 due to a $175,997,000 increase in the average balance in the loan portfolio. Interest and dividend income generated from the investment portfolio on a tax equivalent basis increased $383,000 due to a $2,946,000 increase in the average balance in the investment portfolio and a 20 basis point ("bp") increase in the average rate. Interest expense increased $5,039,000 to $10,936,000 for the year ended December 31, 2018 compared to 2017. The increase in interest expense was driven by growth in borrowings and total deposits. The average rate paid on interest-bearing liabilities increased 37 bp to 0.99% for 2018. The average rate paid on time deposits increased 35 bp as the time deposit portfolio was lengthened in preparation for a rising rate environment. 2017 vs. 2016 Reported net interest income increased $2,834,000 to $44,080,000 for the year ended December 31, 2017 compared to the year ended December 31, 2016, as growth in the earning asset portfolio was coupled with the yield on earning assets increasing to 3.92% from 3.88%. Total interest income increased $3,164,000 as the impact of growth in the average balance of the loan portfolio was limited by a decline in the average balance of the investment portfolio as the investment portfolio is actively managed to reduce interest rate and market risk. Interest income on a tax equivalent basis recognized on the loan portfolio increased $3,801,000 due to a $92,281,000 increase in the average balance in the loan portfolio. Interest and dividend income generated from the investment portfolio on a tax equivalent basis decreased $808,000 due to a $14,277,000 decrease in the average balance in the investment portfolio and a 22 basis point ("bp") reduction in the average rate. Interest expense increased $330,000 to $5,897,000 for the year ended December 31, 2017 compared to 2016. The increase in interest expense was driven by growth in total deposits, the primary source of funding for the earning asset portfolio growth. The impact of the growth in interest-bearing liabilities was limited by a minimal increase of 1 bp in cost of funds. The average rate paid on time deposits increased 13 bp as the time deposit portfolio was lengthened in preparation for a rising rate environment. 27 AVERAGE BALANCES AND INTEREST RATES The following tables set forth certain information relating to the Corporation’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. (Dollars In Thousands) Assets: 2018 2017 2016 Average Balance (1) Interest Average Rate Average Balance (1) Interest Average Rate Average Balance (1) Interest Average Rate Tax-exempt loans (3) . . . . . . . . . . . $ 74,923 $ 2,242 2.99% $ 49,982 $ 1,924 3.85% $ 47,782 $ 1,852 All other loans (4) . . . . . . . . . . . . . 1,250,521 Total loans (2) . . . . . . . . . . . . . . . . 1,325,444 Taxable securities . . . . . . . . . . . . . Tax-exempt securities (3) . . . . . . . Total securities . . . . . . . . . . . . . . . 100,915 36,279 137,194 52,229 54,471 3,828 1,089 4,917 4.18% 1,099,465 4.11% 1,149,447 44,563 46,487 4.05% 1,009,384 4.04% 1,057,166 40,834 42,686 3.79% 3.00% 3.58% 84,079 50,169 134,248 2,689 1,845 4,534 3.20% 3.68% 3.38% 94,887 53,638 148,525 3,072 2,270 5,342 3.87% 4.05% 4.04% 3.24% 4.23% 3.60% Interest-bearing deposits. . . . . . . . 3,005 58 1.93% 22,461 237 1.06% 36,592 187 0.51% Total interest-earning assets . . . . . 1,465,643 59,446 4.06% 1,306,156 51,258 3.92% 1,242,283 48,215 3.88% Other assets. . . . . . . . . . . . . . . . . . 97,577 Total assets . . . . . . . . . . . . . . . . . . $ 1,563,220 100,481 $ 1,406,637 99,500 $ 1,341,783 Liabilities and shareholders’ equity: Savings . . . . . . . . . . . . . . . . . . . . . $ 164,844 75 0.05% $ 157,851 Super Now deposits . . . . . . . . . . . Money market deposits. . . . . . . . . Time deposits . . . . . . . . . . . . . . . . Total interest-bearing deposits . . . Short-term borrowings . . . . . . . . . Long-term borrowings . . . . . . . . . Total borrowings. . . . . . . . . . . . . . 225,885 240,541 259,286 890,556 85,086 128,127 213,213 1,033 1,214 4,048 6,370 1,757 2,809 4,566 0.46% 0.50% 1.56% 0.72% 2.06% 2.19% 2.14% 200,436 274,546 210,608 843,441 25,984 78,745 104,729 62 528 949 2,544 4,083 234 1,580 1,814 0.04% $ 151,397 0.26% 0.35% 1.21% 0.48% 0.89% 1.98% 1.71% 187,106 238,175 221,498 798,176 18,518 90,554 109,072 58 458 648 2,383 3,547 46 1,974 2,020 0.04% 0.24% 0.27% 1.08% 0.44% 0.25% 2.14% 1.82% Total interest-bearing liabilities . . 1,103,769 10,936 0.99% 948,170 5,897 0.62% 907,248 5,567 0.61% Demand deposits . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . 303,606 18,742 137,103 Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . $ 1,563,220 Interest rate spread . . . . . . . . . . . . Net interest income/margin . . . . . $48,510 302,651 14,398 141,418 279,130 16,152 139,253 $ 1,406,637 $ 1,341,783 3.07% 3.31% $45,361 3.30% 3.47% $42,648 3.27% 3.44% Information on this table has been calculated using average daily balance sheets to obtain average balances. 1. 2. Non-accrual loans have been included with loans for the purpose of analyzing net interest earnings. 3. Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard tax rate of 21% for 2018 and 34% for 2017 4. Fees on loans are included with interest on loans as follows: 2018 - $578,000; 2017 - $1,159,000; 2016 - $873,000. 28 Reconciliation of Taxable Equivalent Net Interest Income (In Thousands) Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax equivalent adjustment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income (fully taxable equivalent) . . . . . . . . . . . . . . . . . . . . . . . $ $ 2018 2017 2016 58,746 $ 49,977 $ 10,936 47,810 700 5,897 44,080 1,281 48,510 $ 45,361 $ 46,813 5,567 41,246 1,402 42,648 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) Volume Rate Net Volume Rate Net Year Ended December 31, 2018 vs. 2017 2017 vs. 2016 Increase (Decrease) Due To Increase (Decrease) Due To Interest income: Loans, tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable investment securities . . . . . . . . . . . . . . . . Tax-exempt investment securities . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . Total interest-earning assets. . . . . . . . . . . . . . . . . Interest expense: Savings deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . Super Now deposits . . . . . . . . . . . . . . . . . . . . . . . . Money market deposits . . . . . . . . . . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . Total interest-bearing liabilities . . . . . . . . . . . . . . Change in net interest income . . . . . . . . . . . . . . . . $ 514 $ 6,214 593 (453) (103) 6,765 2 74 (36) 664 965 1,051 2,720 $ 4,045 $ (196) $ 1,452 546 (303) (76) 1,423 11 431 301 840 558 178 2,319 (896) $ PROVISION FOR LOAN LOSSES 2018 vs. 2017 318 $ 73 $ 7,666 1,139 (756) (179) 8,188 13 505 265 1,504 1,523 1,229 5,039 3,149 $ 3,729 (345) (142) (36) 3,279 4 29 107 (35) 25 (250) (120) 3,399 (1) $ — (38) (283) 86 (236) — 41 194 196 163 (144) 450 (686) $ $ 72 3,729 (383) (425) 50 3,043 4 70 301 161 188 (394) 330 2,713 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 Corporation. 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 29 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, 2018, 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 Banks' loan loss allowance. The banking regulators could require additions to the loan loss allowance based on their judgment of information available to them at the time of their examination. While determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed. The allowance for loan losses inclined from $12,858,000 at December 31, 2017 to $13,837,000 at December 31, 2018. At December 31, 2018, the allowance for loan losses was 1.00% of total loans compared to 1.03% of total loans at December 31, 2017. The provision for loan losses totaled $1,735,000 for the year ended December 31, 2018 compared to $730,000 for the year ended December 31, 2017. The increase in the provision was appropriate when considering the gross loan growth and low level of net charge-offs during 2018. Net charge-offs of $756,000 represented 0.06% of average loans for the year ended December 31, 2018 compared to net charge-offs of $768,000 or 0.07% of average loans for the year ended December 31, 2017. The growth in the loan portfolio was driven by the indirect auto loan portfolio that has experienced minimal charge-offs. In addition, growth occurred in the home equity segment of the loan portfolio which historically is a lower risk product than commercial loans and requires a lower allowance for loan losses. Nonperforming loans increased $9,304,000 as a large nonperforming loan was added during the fourth quarter of 2018. The majority of the nonperforming loans are centered on several loans that are either in a secured position and have sureties with a strong underlying financial position and/or a specific allowance within the allowance for loan losses. Internal loan review and analysis, coupled with the ratios and decreased level of nonperforming loans noted previously, dictated a decrease in the provision for loan losses. 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. 2017 vs. 2016 The allowance for loan losses declined slightly from $12,896,000 at December 31, 2016 to $12,858,000 at December 31, 2017. At December 31, 2017, the allowance for loan losses was 1.03% of total loans compared to 1.18% of total loans at December 31, 2016. The provision for loan losses totaled $730,000 for the year ended December 31, 2017 compared to $1,196,000 for the year ended December 31, 2016. The decrease in the provision was appropriate when considering the gross loan growth and low level of net charge-offs during 2017. Net charge-offs of $768,000 represented 0.07% of average loans for the year ended December 31, 2017 compared to net charge-offs of $344,000 or 0.03% of average loans for the year ended December 31, 2016. The growth in the loan portfolio was driven by home equity product growth which historically is a lower risk product than commercial loans and requires a lower allowance for loan losses. In addition, growth occurred in the indirect auto loan portfolio that has experienced minimal charge-offs. Nonperforming loans decreased $4,358,000 as a large nonperforming loan was paid-off during the third quarter of 2017. The majority of the nonperforming loans are centered on several loans that are either in a secured position and have sureties with a strong underlying financial position and/or a specific allowance within the allowance for loan losses. Internal loan review and analysis, coupled with the ratios and decreased level of nonperforming loans noted previously, dictated a decrease in the provision for loan losses. 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. NON-INTEREST INCOME 2018 vs. 2017 Total non-interest income decreased $1,283,000 from the year ended December 31, 2017 to December 31, 2018. Excluding net security gains, non-interest income decreased $477,000 year over year. Service charges increased due to increased level of overdraft income. Bank owned life insurance income decreased due to a decrease in the earnings rate. Insurance commissions along with brokerage commissions decreased due to a shift in product mix. Gain on sale of loans decreased due to reduced volume. Debit 30 card income decreased to $1,534,000 for 2018, a decrease of $426,000 or 21.73%, from 2017, primarily due to a change in revenue recognition in 2018 that reports revenue net of associated expenses (see Note 25. Revenue Recognition). (In Thousands) Amount % Total Amount % Total Amount % 2018 2017 Change Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities (losses) gains, available for sale . . . Net equity securities losses . . . . . . . . . . . . . . . . . . Net securities gains (losses) gains, trading . . . . . . Bank owned life insurance. . . . . . . . . . . . . . . . . . . Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . . Insurance commissions . . . . . . . . . . . . . . . . . . . . . Brokerage commissions . . . . . . . . . . . . . . . . . . . . . Debit card income . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income . . . . . . . . . . . . . . . . . . $ 2,460 (47) (170) 3 662 1,518 365 1,336 1,534 1,800 26.00% $ (0.50) (1.80) 0.03 7.00 16.04 3.86 14.12 16.21 19.04 2,222 600 — (8) 666 1,674 496 1,378 1,960 1,756 $ 9,461 100.00% $ 10,744 2017 vs. 2016 5.58 20.68% $ n/a (0.07) 6.20 238 (647) (170) 11 (4) (156) (131) (42) (426) 44 100.00% $ (1,283) 15.58 18.24 12.83 16.34 4.62 10.71 % (107.83) n/a 137.50 (0.60) (9.32) (26.41) (3.05) (21.73) 2.51 (11.94)% Total non-interest income decreased $1,369,000 from the year ended December 31, 2016 to December 31, 2017. Excluding net security gains, non-interest income decreased $292,000 year over year. Service charges decreased due to decreased level of overdraft income. Bank owned life insurance income decreased due to a decrease in the earnings rate. Insurance commissions decreased while brokerage commissions increased due to a shift in product mix. Gain on sale of loans decreased due to reduced volume. Debit card income increased to $1,960,000 for 2017 an increase of $64,000 or 3.38% from 2016. (In Thousands) Amount % Total Amount % Total Amount % 2017 2016 Change Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities gains, available for sale. . . . . . . . . . Net securities gains (losses), trading . . . . . . . . . . . Bank owned life insurance. . . . . . . . . . . . . . . . . . . Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . . Insurance commissions . . . . . . . . . . . . . . . . . . . . . Brokerage commissions . . . . . . . . . . . . . . . . . . . . . Debit card income . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income . . . . . . . . . . . . . . . . . . NON-INTEREST EXPENSE 2018 vs. 2017 $ 2,222 20.68% $ 2,249 18.57% $ 600 (8) 666 1,674 496 1,378 1,960 1,756 5.58 (0.07) 6.20 15.58 4.62 12.83 18.24 16.34 1,611 58 684 2,102 795 1,098 1,896 1,620 $ 10,744 100.00% $ 12,113 13.30 0.48 5.65 17.35 6.56 9.06 15.65 (27) (1,011) (66) (18) (428) (299) 280 64 (1.20)% (62.76) 113.79 (2.63) (20.36) (37.61) 25.50 3.38 8.40 (11.30)% 13.38 136 100.00% $ (1,369) Total non-interest expenses increased $1,145,000 from the year ended December 31, 2017 to December 31, 2018. The increase in salaries and employee benefits was attributable to increased health insurance expense, annual wage increases, and an increase in number of employees. Occupancy expense increased primarily due to the opening of a new branch location. Furniture and equipment expenses increased due to the new branch location and continued enhancement of systems. 31 2018 2017 Change (In Thousands) Amount % Total Amount % Total Amount % Salaries and employee benefits . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . Software Amortization. . . . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Deposit Insurance Corporation deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,083 55.47% $ 18,999 51.54% $ 2,084 10.97% 2,702 3,092 712 1,108 2,106 890 767 300 7.11 8.14 1.87 2.92 5.54 2.34 2.02 0.79 2,447 2,915 974 925 2,353 669 958 337 6.64 7.91 2.64 2.51 6.38 1.81 2.60 0.91 5,247 13.80 6,285 17.06 255 177 (262) 183 (247) 221 (191) (37) (1,038) 10.42 6.07 (26.90) 19.78 (10.50) 33.03 (19.94) (10.98) (16.52) Total non-interest expense . . . . . . . . . . . . . . . . . . $ 38,007 100.00% $ 36,862 100.00% $ 1,145 3.11% 2017 vs. 2016 Total non-interest expenses increased $1,771,000 from the year ended December 31, 2016 to December 31, 2017. The increase in salaries and employee benefits was attributable to increased health insurance expense and annual wage increases. Occupancy expense increased primarily due to the opening of a new location that houses executive offices and select operations units. Furniture and equipment expenses increased due to the continued enhancement of systems. The increase in marketing expense was primarily related to the home equity and time deposit campaigns. Professional fees increased to $2,353,000 for 2017, an increase of $257,000 or 12.26% from 2016. (In Thousands) Amount % Total Amount % Total Amount % 2017 2016 Change Salaries and employee benefits . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . Software Amortization. . . . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . . Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Deposit Insurance Corporation deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,999 51.54% $ 17,813 50.76% $ 1,186 6.66% 2,447 2,915 974 925 2,353 669 958 337 6.64 7.91 2.64 2.51 6.38 1.81 2.60 0.91 2,223 2,793 1,256 873 2,096 767 740 366 6.33 7.96 3.58 2.49 5.97 2.19 2.11 1.04 6,285 17.06 6,164 17.57 224 122 (282) 52 257 (98) 218 (29) 121 10.08 4.37 (22.45) 5.96 12.26 (12.78) 29.46 (7.92) 1.96 Total non-interest expense . . . . . . . . . . . . . . . . . . $ 36,862 100.00% $ 35,091 100.00% $ 1,771 5.05% INCOME TAXES 2018 vs. 2017 The provision for income taxes for the year ended December 31, 2018 resulted in an effective income tax rate of 16.08% compared to 43.29% for 2017. This decrease is primarily the result of the change in corporate tax rate. 2017 vs. 2016 The provision for income taxes for the year ended December 31, 2017 increased $2,862,000 and resulted in an effective income tax rate of 43.29% compared to 26.93% for 2016. The increase was driven by a revaluation of the Corporation's net deferred tax 32 assets that resulted in a recognition of a provisional net income tax expense in the amount of $2,724,000 for the year ended December 31, 2017 due to the December 2017 passage of the Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act, among other things, reduces the corporate income tax rate to 21%, effective January 1, 2018. The law is complex and has extensive implications for the Corporation’s federal and state current and deferred taxes and income tax expense. Under ASC 740, Income Taxes, the effect of income tax law changes on deferred taxes should be recognized as a component of income tax expense related to continuing operations in the period in which the law is enacted. This requirement applies not only to items initially recognized in continuing operations, but also to items initially recognized in other comprehensive income. Accordingly, in the fourth quarter of 2017, the Corporation conducted a revaluation of our net deferred tax assets and recorded the effects to reflect the changes associated with the law. As a result of the reduction in the U.S. federal statutory income tax rate, the Corporation recognized a provisional net income tax expense totaling $2,724,000 for the year ended December 31, 2017, determined as follows: (In Thousands) Amount recognized in tax expense Deferred taxes related to items recognized in continuing operations . . . . . . . . . . . . . . . . . . . . . . . . $ Deferred taxes related to items recognized in other comprehensive income: Deferred taxes on net actuarial loss on defined benefit post- retirement benefit plan . . . . . . . . . . Deferred taxes on net unrealized loss on securities available for sale . . . . . . . . . . . . . . . . . . . . . . Net adjustment to deferred taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,906 809 9 2,724 The Tax Cuts and Jobs Act also: • • • eliminates the corporate alternative minimum tax and allows the use of any net operating loss carryforward to offset regular tax liability for any taxable year; limits the deduction for net interest expense incurred by U.S. corporations; allows businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets; eliminates or reduces certain deductions related to meals and entertainment expenses; and • • modifies the corporate dividends received deductions. The Corporation currently is in a deferred tax asset position. Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carryforward period and therefore does not require a valuation allowance. The foregoing description of the impact of the Tax Cuts and Jobs Act on us should be read in conjunction with Note 12 - "Income Taxes" and Note 2 - "Accumulated Other Comprehensive Income (Loss)" of the "Notes to Consolidated Financial Statements" included in Item 8 of this Annual Report on Form 10-K. FINANCIAL CONDITION INVESTMENTS 2018 The fair value of the investment portfolio increased $24,764,000 from December 31, 2017 to December 31, 2018. The increase in value is the result of growth in the municipal segment of the portfolio as the investment portfolio continues to be actively managed in order to reduce interest rate and market risk. This strategy is being deployed through selective purchasing of bonds that mature within ten years. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 82% of the debt securities portfolio on an amortized cost basis is currently rated A or higher by either S&P or Moody’s. 33 2017 The fair value of the investment portfolio decreased $8,885,000 from December 31, 2016 to December 31, 2017. The decrease in value is the result of the investment portfolio being actively managed in order to reduce interest rate and market risk. This is being undertaken primarily through the sale of long-term municipal bonds that have a maturity date greater than ten years and securities with a call date within the next five years. In addition, the decrease in corporate bond holdings is being undertaken to reduce risk and also in response to the changes in bank regulatory capital calculations per Basel III. The proceeds of the bond sales are primarily being deployed into loans. The strategy to sell a portion of the long-term bond portfolio does negatively impact current earnings, but this action plays a key role in our long-term asset/liability management strategy as the balance sheet is shortened to better prepare for a rising rate environment. The unrealized losses within the debt securities portfolio are the result of market activity, not credit issues/ratings, as approximately 83% of the debt securities portfolio on an amortized cost basis is currently rated A or higher by either S&P or Moody’s. The carrying amounts of investment securities are summarized as follows for the years ended December 31, 2018, 2017, and 2016: (In Thousands) Available for sale (AFS): 2018 2017 2016 Balance % Portfolio Balance % Portfolio Balance % Portfolio Mortgage-backed securities . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . State and political securities (tax-exempt) . . State and political securities (taxable) . . . . . Other bonds, notes and debentures. . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . $ 6,153 — 27,363 52,178 48,591 134,285 Equity securities: Other investment equity securities . . . . . . . . Trading securities . . . . . . . . . . . . . . . . . . . . . Total equity securities . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,776 36 1,812 4.52% $ —% 20.11% 38.34% 35.70% 98.67% 1.30% 0.03% 1.33% 4,213 — 45,149 11,359 47,906 108,627 2,516 190 2,706 3.78% $ —% 40.55% 10.20% 43.03% 97.57% 2.26% 0.17% 2.43% 9,313 109 45,506 15,428 51,118 121,474 1,483 58 1,541 7.57% 0.09% 37.00% 12.54% 41.55% 98.75% 1.21% 0.05% 1.25% $ 136,097 100.00% $ 111,333 100.00% $ 123,015 100.00% 34 The following table shows the maturities and repricing of investment securities, at amortized cost and the weighted average yields (for tax-exempt obligations on a fully taxable basis assuming a 21% tax rate) at December 31, 2018: (In Thousands) Mortgage-backed securities: AFS Amount. . . . . . . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities (tax-exempt): AFS Amount. . . . . . . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities (taxable): AFS Amount. . . . . . . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other bonds, notes, and debentures: AFS Amount. . . . . . . . . . . . . . . . . . . . . . . . . Yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amount . . . . . . . . . . . . . . . . . . . . . . . . . Total Yield. . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Securities Investment Equity Amount. . . . . . . . . . . . . . Trading Amount . . . . . . . . . . . . . . . . . . . . . . Total Investment Portfolio Value . . . . . . . . . . Total Investment Portfolio Yield. . . . . . . . . . . Three Months or Less Over Three Months Through One Year Over One Year Through Five Years Over Five Years Through Ten Years Over Ten Years Amortized Cost Total $ — $ — $ — $ 778 $ 5,607 $ 6,385 —% —% —% 2.01% 2.94% 2.83% 300 2.00% — —% 250 1.90% 2,385 7,365 14,024 3,344 27,418 1.94% 2.18% 2.79% 3.41% 2.62% — —% 6,582 33,338 12,020 51,940 3.30% 3.63% 3.66% 3.60% 200 2.84% 27,976 21,838 3.18% 3.57% — —% 50,264 3.35% $ 550 $ 2,585 $ 41,923 $ 69,978 $ 20,971 136,007 1.95% 2.00% 3.02% 3.42% 3.43% 3.28% 1,628 49 $ 137,684 3.24% 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 21% tax rate (derived by dividing tax-exempt interest by 79%). The distribution of credit ratings by amortized cost and estimated fair value for the debt security portfolio at December 31, 2018 follows: A- to AAA B- to BBB+ C to CCC+ Not Rated Total Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value $ 6,385 $ 6,153 $ — $ — $ — $ — $ — $ — $ 6,385 $ 6,153 77,500 27,299 77,741 26,530 1,858 1,800 16,938 16,357 — — — — — — 6,027 5,704 79,358 50,264 79,541 48,591 $ 111,184 $ 110,424 $ 18,796 $ 18,157 $ — $ — $ 6,027 $ 5,704 $ 136,007 $ 134,285 (In Thousands) Available for sale Mortgage-backed securities . State and political securities . Other debt securities . . . . . . . Total debt securities . . . . . . . LOAN PORTFOLIO 2018 Gross loans of $1,384,757,000 at December 31, 2018 represented an increase of $138,143,000 from December 31, 2017. Indirect auto lending remained the primary driver of the growth in the loan portfolio. With a continued emphasis on home equity lines of credit, real estate mortgages also contributed to loan growth. Indirect auto lending and home equity lines are part of the overall strategy to shorten the duration of the earning asset portfolio in preparation for a rising interest rate environment. Commercial real estate mortgages increased $39,676,000 but remained at approximately 27% of the total loan portfolio. 35 2017 Gross loans of $1,246,614,000 at December 31, 2017 represented an increase of $152,933,000 from December 31, 2016. Indirect auto lending, which was introduced in the latter portion of 2016, was the primary driver of the growth in the loan portfolio. Real estate mortgages increased as growth in home equity lines of credit continued to be an emphasis. Indirect auto lending and home equity lines are part of the overall strategy to shorten the duration of the earning asset portfolio in preparation for a rising interest rate environment. The amounts of loans outstanding at the indicated dates are shown in the following table according to type of loan at December 31, 2018, 2017, 2016, 2015, and 2014: (In Thousands) Amount % Total Amount % Total Amount % Total Amount % Total Amount % Total 2018 2017 2016 2015 2014 Commercial, financial, and agricultural . . . . . . Real estate mortgage: $ 188,561 13.62% $ 178,885 14.35% $ 146,110 13.36% $ 164,072 15.70% $ 124,156 13.56% Residential . . . . . . Commercial . . . . . Construction . . . . . 622,379 371,695 43,523 Consumer Automobile . . . . . . 133,183 Other consumer installment loans . . Net deferred loan fees and discounts . 24,552 864 44.94 26.84 3.14 9.63 1.77 0.06 597,077 332,019 31,683 79,714 26,964 272 47.90 26.63 2.54 6.40 2.16 0.02 564,740 306,182 34,650 14,826 28,430 51.63 28.00 3.17 1.36 2.60 526,183 302,539 26,824 50.34 28.95 2.57 457,760 291,348 21,996 50.00 31.82 2.40 — — — — 27,001 2.58 21,509 2.35 (1,257) (0.12) (1,412) (0.14) (1,190) (0.13) Gross loans . . . . . . . $1,384,757 100.00% $1,246,614 100.00% $1,093,681 100.00% $ 1,045,207 100.00% $ 915,579 100.00% The amounts of domestic loans at December 31, 2018 are presented below by category and maturity: (In Thousands) Loans with variable interest rates: Commercial, financial, and agricultural Real Estate Residential Commercial Construction Consumer automobile Other consumer installment Total 1 year or less. . . . . . . . . . . . . . . $ 33,017 $ 14,252 $ 21,445 $ 2,373 — $ 1,013 $ 1 through 5 years . . . . . . . . . . . 5 through 10 years . . . . . . . . . . After 10 years . . . . . . . . . . . . . . Total floating interest rate loans . . . Loans with fixed interest rates: 1 year or less. . . . . . . . . . . . . . . 1 through 5 years . . . . . . . . . . . 5 through 10 years . . . . . . . . . . After 10 years . . . . . . . . . . . . . . Total fixed interest rate loans . . . . . 2,689 59,531 42,048 137,285 1,259 35,300 14,531 186 51,276 3,783 26,030 554,441 598,506 1,344 4,860 10,286 7,383 23,873 8,773 42,389 273,033 345,640 1,044 8,675 15,574 762 26,055 251 2,426 32,952 38,002 103 1,850 485 3,083 5,521 — — — — 108 49,980 83,095 — 133,183 — 6 2,650 3,669 1,011 15,323 3,070 1,479 20,883 72,100 15,496 130,382 905,124 1,123,102 4,869 115,988 127,041 12,893 260,791 Total. . . . . . . . . . . . . . . . . . . . $ 188,561 $ 622,379 $ 371,695 $ 43,523 $ 133,183 $ 24,552 1,383,893 Net deferred loan fees and discounts. . . . . . . . . . . . . . . . . . . . . 864 $ 1,384,757 · 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, at interest rates prevailing at the date of renewal. · Scheduled repayments are reported in maturity categories in which the payment is due. 36 The Banks do not make loans that provide for negative amortization, nor do any loans contain conversion features. The Banks did not have any foreign loans outstanding at December 31, 2018. The following table shows the amount of accrual and nonaccrual TDRs at December 31, 2018 and 2017: (In Thousands) Accrual Nonaccrual Total Accrual Nonaccrual Total Accrual Nonaccrual Total 2018 2017 2016 Commercial, financial, and agricultural . . . . . . Real estate mortgage: Residential . . . . . . . . Commercial . . . . . . . Construction . . . . . . . Other consumer installment loans . . . . . $ — $ 1,127 $ 1,127 $ 5 $ 114 $ 119 $ 109 $ 132 $ 241 2,225 3,959 — — 159 2,129 — — 2,384 6,088 — — 2,151 4,429 — — 273 2,076 — — 2,424 6,505 — — 1,491 4,723 — — 541 2,184 — — 2,032 6,907 — — $ 6,184 $ 3,415 $ 9,599 $ 6,585 $ 2,463 $ 9,048 $ 6,323 $ 2,857 $ 9,180 ALLOWANCE FOR LOAN LOSSES 2018 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. All loan losses are charged to the allowance and all recoveries are credited to it per the allowance method of providing for loan losses. 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 Banks. 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. The allowance for loan losses increased from $12,858,000 at December 31, 2017 to $13,837,000 at December 31, 2018. At December 31, 2018, the allowance for loan losses was 1.00% of total loans compared to 1.03% of total loans at December 31, 2017. The growth in the loan portfolio of home equity product historically is a lower risk product than commercial loans and requires a lower allowance for loan losses. In addition, the growth in the indirect auto portfolio has incurred minimal losses. Net loan charge-offs of $756,000 or 0.06% of average loans for the year ended December 31, 2018 partially limited the impact of the provision for loan losses of $1,735,000. Management concluded that the allowance for loan losses is adequate to provide for probable losses inherent in its loan portfolio as of the balance sheet date as noted in the provision for loan losses discussion. 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 allowance for loan losses. 2017 The allowance for loan losses decreased slightly from $12,896,000 at December 31, 2016 to $12,858,000 at December 31, 2017. At December 31, 2017, the allowance for loan losses was 1.03% of total loans compared to 1.18% of total loans at December 31, 2016 as loan portfolio growth outpaced the provision for loan losses net of charge-offs. The growth in the loan portfolio was driven by home equity product growth, which is historically a lower risk product than commercial loans and requires a lower allowance for loan losses. In addition, the growth in the indirect auto portfolio has incurred minimal losses. Net loan charge-offs of $768,000 or 0.06% of average loans for the year ended December 31, 2017 limited the impact of the provision for loan losses of $730,000. 37 (In Thousands) Balance at end of period applicable to: Commercial, financial, and agricultural . . . . . . . . Real estate mortgage: Residential . . . . . . Commercial . . . . . Construction . . . . . Consumer automobiles . . . . . . . Other consumer installment loans . . . Unallocated . . . . . . . . Allocation of the Allowance For Loan Losses December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 December 31, 2014 Amount % Total Amount % Total Amount % Total Amount % Total Amount % Total $ 1,680 13.63% $ 1,177 14.35% $ 1,554 13.34% $ 1,532 15.68% $ 1,124 13.54% 5,616 4,047 143 1,328 259 764 44.97 26.86 3.14 9.62 1.78 — 5,679 4,277 155 804 271 495 47.91 26.64 2.54 6.40 2.16 — 5,383 4,975 178 143 273 390 51.58 27.96 3.17 1.35 2.60 — 5,116 4,217 160 — 243 776 50.27 28.91 2.56 — 2.58 — 3,755 4,205 786 — 245 464 49.93 31.78 2.40 — 2.35 — $ 13,837 100.00% $12,858 100.00% $12,896 100.00% $12,044 100.00% $10,579 100.00% NONPERFORMING LOANS The increase in nonperforming loans during 2018 is primarily due to a commercial loan that became nonaccrual in the fourth quarter of 2018. The majority of the nonperforming loans are centered on several loans that are either in a secured position and have sureties with a strong underlying financial position and/or a specific allowance within the allowance for loan losses. 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 and in the process of collection. Consumer loans and residential real estate loans secured by 1 to 4 family dwellings are not ordinarily 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 is handled in accordance with GAAP. 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 accruing status when: 1. Principal and interest is no longer due and unpaid; 2. It becomes well secured and in the process of collection; and 3. Prospects for future contractual payments are no longer in doubt. (In Thousands) 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Nonperforming Loans 90 Days Past Due Nonaccrual Total $ 1,274 $ 15,298 $ 509 870 979 387 6,759 10,756 8,467 11,861 16,572 7,268 11,626 9,446 12,248 The level of non-accruing 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 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 with no single factor being determinative: 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. Effect of problem loans on overall portfolio quality; and 4. Reports of examination of the loan portfolio by the Department and the FDIC. 38 DEPOSITS 2018 vs. 2017 Total average deposits increased $48,070,000 or 4.19% from 2017 to 2018. While deposit gathering efforts have centered on core deposits, the lengthening of the average maturity of the time deposit portfolio continues to move forward as part of the strategy to build balance sheet protection in a rising interest rate environment. Time deposit average balance for 2018 increased $48,678,000 to $259,286,000. 2017 vs. 2016 Total average deposits increased $68,786,000 or 6.39% from 2016 to 2017. The growth is a result of an emphasis to increase and solidify deposit relationships by focusing on core deposits, not time deposits. The actions caused average core deposits, which exclude time deposits, to increase to 79.98% in 2017 from 79.44% for 2016. The average amount and the average rate paid on deposits are summarized below for the years ended December 31, 2018, 2017, and 2016: (In Thousands) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . Savings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Super Now . . . . . . . . . . . . . . . . . . . . . . . . . . . Money Market . . . . . . . . . . . . . . . . . . . . . . . . Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total average deposits . . . . . . . . . . . . . . . . . 2018 2017 2016 Average Amount Rate Average Amount Rate Average Amount Rate $ 303,606 0.00% $ 302,651 0.00% $ 279,130 0.00% 164,844 225,885 240,541 259,286 0.05 0.46 0.50 1.56 157,851 200,436 274,546 210,608 0.04 0.26 0.35 1.21 151,397 187,106 238,175 221,498 0.04 0.24 0.27 1.08 $1,194,162 0.53% $1,146,092 0.36% $1,077,306 0.33% SHAREHOLDERS’ EQUITY 2018 Shareholders’ equity increased $5,344,000 to $143,536,000 at December 31, 2018 compared to December 31, 2017. The change in accumulated other comprehensive loss from $4,974,000 at December 31, 2017 to $6,636,000 at December 31, 2018 is a result of an increase in unrealized losses on available for sale securities from an unrealized loss of $54,000 at December 31, 2017 to an unrealized loss of $1,360,000 at December 31, 2018. The amount of accumulated other comprehensive loss at December 31, 2018 was also impacted by the change in net excess of the projected benefit obligation over the fair value of the plan assets of the defined benefit pension plan resulting in a $356,000 increase in the net loss to $5,276,000 at December 31, 2018. The current level of shareholders’ equity equates to a book value per share of $30.59 at December 31, 2018 compared to $29.47 at December 31, 2017 and an equity to asset ratio of 8.52% at December 31, 2018 compared to 9.37% at December 31, 2017. Excluding goodwill and intangibles, book value per share was $26.70 at December 31, 2018 compared to $25.51 at December 31, 2017. Dividends declared for twelve months ended December 31, 2018 and 2017 were $1.88 per share. 2017 Shareholders’ equity decreased $57,000 to $138,192,000 at December 31, 2017 compared to December 31, 2016. Since December 31, 2016, treasury stock purchases of $1,881,000 for 47,698 shares were completed as part of the stock repurchase plan. The change in accumulated other comprehensive loss from $4,928,000 at December 31, 2016 to $4,974,000 at December 31, 2017 is a result of a decrease in unrealized losses on available for sale securities from an unrealized loss of $639,000 at December 31, 2016 to an unrealized loss of $54,000 at December 31, 2017. The amount of accumulated other comprehensive loss at December 31, 2017 was also impacted by the change in net excess of the projected benefit obligation over the fair value of the plan assets of the defined benefit pension plan resulting in a $631,000 increase in the net loss to $4,920,000 at December 31, 2017. The current level of shareholders’ equity equates to a book value per share of $29.47 at December 31, 2017 compared to $29.20 at December 31, 2016 and an equity to asset ratio of 9.37% at December 31, 2017 compared to 10.25% at December 31, 2016. Excluding goodwill and intangibles, book value per share was $25.51 at December 31, 2017 compared to $25.21 at December 31, 2016. Dividends declared for twelve months ended December 31, 2017 and 2016 were $1.88 per share. 39 Bank regulators have risk based capital guidelines. Under these guidelines the Corporation and each 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, 2018, both the Corporation’s and each Bank’s required ratios were well above the minimum ratios (and including the current capital conservation buffer where applicable) as follows: Common equity tier 1 capital to risk-weighted assets . . . . . . . . . . . . . . Tier 1 capital to risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital to risk-weighted assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital to average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.178% 10.178% 10.972% 8.176% 9.879% 9.879% 10.764% 7.724% 10.061% 10.061% 10.603% 8.655% 6.375% 7.875% 9.875% 4.000% Corporation Jersey Shore State Bank Luzerne Bank Minimum Standards For a more comprehensive discussion of these requirements, see “Regulation and Supervision” in Item 1 of the Annual Report on Form 10-K. Management believes that the Corporation and the Banks 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 . . . . . . . . 0.94% 10.72% 59.97% 8.77% 0.69% 6.91% 90.42% 10.05% 0.93% 8.96% 71.37% 10.38% 2018 2017 2016 LIQUIDITY, INTEREST RATE SENSITIVITY, AND MARKET RISK The Asset/Liability Committee addresses the liquidity needs of the Corporation to ensure that sufficient funds are available to meet credit demands and deposit withdrawals as well as to the placement of available funds in the investment portfolio. In assessing liquidity requirements, equal consideration is given to the current position as well as the future outlook. The following liquidity measures are monitored for compliance and were within the limits cited at December 31, 2018, except for Net Loans to Total Deposits which was at 112.4%: 1. Net Loans to Total Assets, 85% maximum 2. Net Loans to Total Deposits, 100% maximum 3. Cumulative 90 day Maturity GAP %, +/- 20% maximum 4. Cumulative 1 Year Maturity GAP %, +/- 25% maximum Fundamental objectives of the Corporation’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk. The maintenance of adequate liquidity provides the Corporation 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 Corporation, 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 Corporation 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 FHLB borrowings. Funds generated are used principally to fund loans and purchase investment securities. Management believes the Corporation has adequate resources to meet its normal funding requirements. Management monitors the Corporation’s liquidity on both a short and long-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 40 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 Corporation has a current borrowing capacity at the FHLB of $556,656,000 with $163,495,000 utilized, leaving $393,160,000 available. In addition to this credit arrangement, the Corporation has additional lines of credit with correspondent banks of $52,000,000. The Corporation’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 Corporation’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 Corporation 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 Corporation’s balance sheet. The Corporation currently maintains a gap position of being asset sensitive. The Corporation has strategically taken this position as it has decreased the duration of the earning asset portfolio by adding quality short and intermediate term loans such as home equity loans and the selling of long-term municipal bonds. Lengthening of the liability portfolio is being undertaken to build protection in a rising rate environment. A market value at risk calculation is utilized to monitor the effects of interest rate changes on the Corporation’s balance sheet and more specifically shareholders’ equity. The Corporation does not manage the balance sheet structure in order to maintain compliance with this calculation. The calculation serves as a guideline with greater emphasis placed on interest rate sensitivity. Changes to calculation results from period to period are reviewed as changes in results could be a signal of future events. INTEREST RATE SENSITIVITY In this analysis the Corporation examines the result of various changes in market interest rates in 100 basis point increments and their effect on net interest income. It is assumed that the change is instantaneous and that all rates move in a parallel manner. Assumptions are also made concerning prepayment speeds on mortgage loans and mortgage securities. The following is a rate shock forecast for the twelve month period ending December 31, 2019 assuming a static balance sheet as of December 31, 2018. (In Thousands) (200) (100) Static 100 200 300 400 Net interest income . . . . . . . . . . Change from static . . . . . . . . . . Percent change from static . . . . $ 50,175 $ 51,778 $ 52,800 $ 53,391 $ 53,804 $ 54,070 $ 54,378 (2,625) (1,022) -4.97% -1.94% — — 591 1.12% 1,004 1,270 1,578 1.90% 2.41% 2.99% Parallel Rate Shock in Basis Points 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 Corporation is well positioned to respond expeditiously when the market interest rate outlook changes. 41 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 Corporation’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 Corporation’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K. 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 Debt Securities Debt 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 Corporation’s methodology of assessing impairment, refer to Note 4 of the “Notes to Consolidated Financial Statements” included in Item 8 of this 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 Corporation’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 Corporation’s methodology of assessing the adequacy of the reserve for allowance for loan losses, refer to Note 1 of the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K. Goodwill and Other Intangible Assets As discussed in Note 8 of the “Notes to Consolidated Financial Statements,” the Corporation 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 Management uses an estimate of future earnings to support their position that the benefit of their 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 the Corporation’s net income will be reduced. The Corporation’s deferred tax assets are described further in Note 12 of the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K. 42 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 GAAP, 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 Corporation’s pension obligations and future expense. Our pension benefits are described further in Note 13 of the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K. CONTRACTUAL OBLIGATIONS The Corporation has various financial obligations, including contractual obligations which may require future cash payments. The following table presents, as of December 31, 2018, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the “Notes to Consolidated Financial Statements” included in Item 8 of this Annual Report on Form 10-K. Payments Due In (In Thousands) Deposits without a stated maturity . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchase agreements . . . . . . . . . . . . . . . . . . . Short-term borrowings . . . . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . One Year or Less One to Three Years Three to Five Years Over Five Years Total $ 933,292 $ — $ — $ — $ 933,292 133,985 5,662 162,203 32,321 546 146,099 5,284 1,243 — — 43,363 1,123 — — 30,031 1,057 — — 33,227 2,117 286,611 5,662 162,203 138,942 4,843 The Corporation’s operating lease obligations represent short and long-term lease and rental payments for branch facilities and equipment. The Bank leases certain facilities under operating leases which expire on various dates through 2033. Renewal options are available on the majority of these leases. 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 Corporation wishes to caution readers that the following important factors, among others in addition to the factors discussed in Item 1 - "Business" and in Item 1A - "Risk Factors", may have affected and could in the future affect the Corporation’s actual results and could cause the Corporation’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Corporation herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Corporation must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board; (iii) the effect on the Corporation’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk for the Corporation is comprised primarily from interest rate risk exposure and liquidity risk. Interest rate risk and liquidity risk management is performed at the Banks' level as well as the Corporation level. The Corporation’s interest rate sensitivity 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 Corporation is well positioned to respond expeditiously when the market interest rate outlook changes. 43 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Penns Woods Bancorp, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Penns Woods Bancorp, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017; the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018; and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 12, 2019, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Basis for Opinion Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 1999. Cranberry Township, Pennsylvania March 12, 2019 44 PENNS WOODS BANCORP, INC. CONSOLIDATED BALANCE SHEET December 31, 2018 2017 (In Thousands, Except Share Data) ASSETS: Noninterest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,325 $ Interest-bearing deposits in other financial institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,417 66,742 25,692 1,551 27,243 Investment debt securities, available for sale, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134,285 108,627 Investment equity securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities, trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted investment in bank stock, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,776 36 18,862 2,929 2,516 190 13,332 1,196 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,384,757 1,246,614 Allowance for loan losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,837) (12,858) Loans, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,370,920 1,233,756 Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,580 5,334 28,627 17,104 1,162 5,154 4,260 27,386 4,321 27,982 17,104 1,462 4,388 4,989 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,684,771 $ 1,474,492 LIABILITIES: Interest-bearing deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 899,089 $ 843,004 Noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320,814 303,316 Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,219,903 1,146,320 Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,865 138,942 1,150 13,367 100,748 70,970 502 17,758 TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,541,227 1,336,298 SHAREHOLDERS’ EQUITY: Preferred stock, no par value, 3,000,000 shares authorized; no shares issued. . . . . . . . . . . . . . . . . . . . . . . . . . — — Common stock, par value $8.33, 15,000,000 shares authorized; 5,011,698 and 5,009,339 shares issued; 4,691,548 and 4,689,189 shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss: Net unrealized loss on available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock at cost, 320,150 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL PENNS WOODS BANCORP, INC. SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . Non controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,763 50,737 69,787 (1,360) (5,276) (12,115) 143,536 8 41,744 50,173 63,364 (54) (4,920) (12,115) 138,192 2 TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,544 138,194 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,684,771 $ 1,474,492 See accompanying notes to the consolidated financial statements. 45 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 FOR LOAN LOSSES. . . . . . . . . . . . . . . . NON-INTEREST INCOME: Service charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net debt securities (losses) gains, available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net equity securities losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities gains (losses), trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance commissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brokerage commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debit card income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NON-INTEREST INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NON-INTEREST EXPENSE: Salaries and employee benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Software amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania shares tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Deposit Insurance Corporation deposit insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NON-INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCOME BEFORE INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONSOLIDATED NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Earnings attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCOME ATTRIBUTABLE TO PENNS WOODS BANCORP, INC. . . . . . . . . . . . . . . $ Year Ended December 31, 2017 2016 2018 54,000 $ 45,833 $ 42,056 2,784 860 1,102 58,746 6,370 1,757 2,809 10,936 47,810 1,735 46,075 2,460 (47) (170) 3 662 1,518 365 1,336 1,534 1,800 9,461 21,083 2,702 3,092 712 1,108 2,106 890 767 300 5,247 38,007 17,529 2,819 14,710 6 14,704 2,182 1,218 744 49,977 4,083 234 1,580 5,897 44,080 730 43,350 2,222 600 — (8) 666 1,674 496 1,378 1,960 1,756 10,744 18,999 2,447 2,915 974 925 2,353 669 958 337 6,285 36,862 17,232 7,459 9,773 — 9,773 2.08 $ $ $ 2,424 1,498 835 46,813 3,547 46 1,974 5,567 41,246 1,196 40,050 2,249 1,611 — 58 684 2,102 795 1,098 1,896 1,620 12,113 17,813 2,223 2,793 1,256 873 2,096 767 740 366 6,164 35,091 17,072 4,597 12,475 — 12,475 2.64 $ $ $ EARNINGS PER SHARE - BASIC AND DILUTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.14 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED . . . . . . . . . . 4,690,254 4,705,602 4,735,457 DIVIDENDS PER SHARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.88 $ 1.88 $ 1.88 See accompanying notes to the consolidated financial statements. 46 PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In Thousands) Year Ended December 31, 2017 2016 2018 Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,704 $ 9,773 $ 12,475 Other comprehensive income (loss): Change in unrealized gain (loss) on available for sale securities . . . . . . . . . . . . . . . . . . . . . (1,022) Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net realized loss (gain) included in net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Accretion) amortization of unrecognized pension and post-retirement items . . . . . . . . . . . Tax effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216 47 (10) (451) 95 Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,125) 1,500 (510) (600) 204 270 (92) 772 252 (85) (1,611) 547 (352) 120 (1,129) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,579 $ 10,545 $ 11,346 See accompanying notes to the consolidated financial statements. 47 S e e a c c o m p a n y i n g n o t e s t o t h e c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s . B a l a n c e , D e c e m b e r 3 1 , 2 0 1 8 . . . . . . . . . . . . . . . . . . . . . . . . C o m m o n s h a r e s i s s u e d f o r e m p l o y e e s t o c k p u r c h a s e p l a n . D i v i d e n d s d e c l a r e d , ( $ 1 . 8 8 p e r s h a r e ) . . . . . . . . . . . S t o c k - b a s e d c o m p e n s a t i o n r e c o g n i z e d i n e a r n i n g s . O t h e r c o m p r e h e n s i v e l o s s . A d o p t i o n o f A S U 2 0 1 6 - 0 1 N e t i n c o m e . . . . . . . . . . . . . . . . . . . B a l a n c e , D e c e m b e r 3 1 , 2 0 1 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P u r c h a s e o f t r e a s u r y s t o c k ( 4 7 , 6 9 8 s h a r e s ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C o m m o n s h a r e s i s s u e d f o r e m p l o y e e s t o c k p u r c h a s e p l a n . N o n c o n t r o l l i n g i n v e s t m e n t i n j o i n t v e n t u r e . D i v i d e n d s d e c l a r e d , ( $ 1 . 8 8 p e r s h a r e ) . . . . . . . . . . . . . . . . . S t o c k - b a s e d c o m p e n s a t i o n r e c o g n i z e d i n e a r n i n g s . O t h e r c o m p r e h e n s i v e i n c o m e . . . . . . . . a c c u m u l a t e d o t h e r c o m p r e h e n s i v e l o s s . . . . . . . . . . . . . . . . . . . R e c l a s s i f i c a t i o n o f c e r t a i n i n c o m e t a x e f f e c t s f r o m N e t i n c o m e . . . . . . . . . . . . . . . B a l a n c e , D e c e m b e r 3 1 , 2 0 1 6 . . . . . . . . . . . . . . . . . . . . . P u r c h a s e o f t r e a s u r y s t o c k ( 1 4 , 6 0 0 s h a r e s ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C o m m o n s h a r e s i s s u e d f o r e m p l o y e e s t o c k p u r c h a s e p l a n . D i v i d e n d s d e c l a r e d , ( $ 1 . 8 8 p e r s h a r e ) . . . . . . . . . . . S t o c k - b a s e d c o m p e n s a t i o n r e c o g n i z e d i n e a r n i n g s . O t h e r c o m p r e h e n s i v e l o s s N e t i n c o m e . . . . . . . . . . . . . . . . . . B a l a n c e , D e c e m b e r 3 1 , 2 0 1 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ( I n T h o u s a n d s , E x c e p t P e r S h a r e D a t a ) 5 , 0 1 1 , 6 9 8 $ 4 1 , 7 6 3 $ 5 0 , 7 3 7 $ 6 9 , 7 8 7 $ ( 6 , 6 3 6 ) $ ( 1 2 , 1 1 5 ) $ 8 $ 1 4 3 , 5 4 4 2 , 3 5 9 1 9 7 8 4 8 6 5 , 0 0 9 , 3 3 9 4 1 , 7 4 4 5 0 , 1 7 3 2 , 2 3 0 1 8 6 9 2 9 ( 8 , 8 1 8 ) 1 4 , 7 0 4 6 3 , 3 6 4 5 3 7 ( 8 , 8 3 7 ) 8 1 8 9 , 7 7 3 ( 1 , 1 2 5 ) ( 5 3 7 ) ( 4 , 9 7 4 ) 7 7 2 ( 8 1 8 ) ( 1 2 , 1 1 5 ) ( 1 , 8 8 1 ) 6 2 2 2 , 1 2 5 1 8 6 4 1 9 ( 8 , 9 0 3 ) 1 2 , 4 7 5 ( 1 , 1 2 9 ) ( 5 7 4 ) 5 , 0 0 7 , 1 0 9 4 1 , 7 2 6 5 0 , 0 7 5 6 1 , 6 1 0 ( 4 , 9 2 8 ) ( 1 0 , 2 3 4 ) — ( 8 , 8 1 8 ) ( 1 , 1 2 5 ) 4 8 6 9 7 1 4 , 7 1 0 — 1 3 8 , 1 9 4 ( 1 , 8 8 1 ) ( 8 , 8 3 7 ) 8 7 2 7 7 2 2 9 — 1 3 8 , 2 4 9 9 , 7 7 3 ( 5 7 4 ) 8 2 ( 8 , 9 0 3 ) 1 9 1 2 , 4 7 5 ( 1 , 1 2 9 ) 5 , 0 0 4 , 9 8 4 $ 4 1 , 7 0 8 $ 4 9 , 9 9 2 $ 5 8 , 0 3 8 $ ( 3 , 7 9 9 ) $ ( 9 , 6 6 0 ) $ — $ 1 3 6 , 2 7 9 S H A R E S A M O U N T C O M M O N S T O C K C A P I T A L P A I D - I N A D D I T I O N A L E A R N I N G S R E T A I N E D C O M P R E H E N S I V E T R E A S U R Y C O N T R O L L I N G S H A R E H O L D E R S ’ L O S S S T O C K I N T E R E S T E Q U I T Y O T H E R A C C U M U L A T E D N O N - T O T A L C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y P E N N S W O O D S B A N C O R P , I N C . 48 PENNS WOODS BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2017 2016 2018 (In Thousands) OPERATING ACTIVITIES: Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash provided by operating activities: $ 14,704 $ 9,773 $ 12,475 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of investment security discounts and premiums, net . . . . . . . . . . . . . . . . . . . . Securities losses (gains), available for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Originations of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds of loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net equity securities losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities (gains) losses, trading. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of trading securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings on bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) decrease in deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVESTING ACTIVITIES: Investment debt securities available for sale: Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from calls and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of bank premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from the sale of foreclosed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital contribution from non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from redemption of regulatory stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of regulatory stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FINANCING ACTIVITIES: Net increase in interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in noninterest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . CASH AND CASH EQUIVALENTS, BEGINNING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,515 300 1,735 776 47 (55,283) 55,068 (1,518) 170 (3) 466 (309) (662) (324) (412) 17,270 19,296 8,033 (58,725) 570 (139,776) (2,005) 445 (30) — 15,352 (20,882) (177,722) 56,085 17,498 80,000 (12,028) 67,117 (8,818) 97 — 199,951 39,499 27,243 2,632 337 730 893 (600) (53,407) 55,838 (1,674) — 8 426 (566) (666) 1,769 2,200 17,693 25,528 11,564 (22,986) — (152,806) (4,999) 1,108 (34) 2 7,677 (12,158) (147,104) 51,067 39 30,000 (45,028) 87,507 (8,837) 116 (1,881) 112,983 (16,428) 43,671 CASH AND CASH EQUIVALENTS, ENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,742 $ 27,243 $ See accompanying notes to the consolidated financial statements. 3,146 366 1,196 870 (1,611) (68,362) 69,268 (2,102) — (58) 3,826 (3,753) (684) 1,543 (7) 16,113 44,829 25,558 (28,322) — (49,590) (4,061) 859 (27) — 3,160 (3,178) (10,772) 40,140 23,194 — (5,027) (33,397) (8,903) 101 (574) 15,534 20,875 22,796 43,671 49 (In Thousands) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of loans to foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer due to adoption of ASU 2016-01, equity securities fair value adjust, reclassification from AOCI to Retained Earnings, net of tax . . . . . . . . . . . . . . . . . . . . . Transfer due to adoption of ASU 2018-02, income statement - reporting comprehensive income, reclassification of certain tax effects from accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 2018 2016 $ $ 10,288 2,350 877 537 5,850 4,450 593 — — 818 $ 5,538 4,025 772 — — See accompanying notes to the consolidated financial statements. 50 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 (“JSSB”), Luzerne Bank ("Luzerne" and collectively with JSSB , the "Banks"), Woods Real Estate Development Co., Inc., Woods Investment Company, Inc., The M Group Inc. D/B/A The Comprehensive Financial Group (“The M Group”), a wholly owned subsidiary of JSSB and an eighty percent owned subsidiary, United Solutions, LLC, (collectively, the “Corporation”). All significant intercompany balances and transactions have been eliminated. Nature of Business The Banks engage 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 demand and time deposits including, but not limited to, checking accounts, savings accounts, 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 Banks to individuals, partnerships, non-profit organizations, and corporations through their twenty-six offices located in Clinton, Lycoming, Centre, Montour, Union, and Luzerne Counties, Pennsylvania. Woods Real Estate Development Co., Inc. engages in real estate transactions on behalf of Penns Woods Bancorp, Inc. and the Banks. 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. United Insurance Solutions, LLC offers property and casualty and auto insurance products within the Corporation's market footprint. 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 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, valuation of net deferred tax assets, impairment of goodwill, other than temporary impairment of debt and equity securities, fair value of financial instruments, and the valuation of real estate acquired through, or in lieu of, foreclosure on settlement of debt. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and in banks and federal funds sold. Interest-earning deposits mature within 90 days 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 Banks must maintain cash and other reserves with the Federal Reserve Bank of Philadelphia ("FRB"). 51 Investment Securities Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities held to maturity, securities available for sale, or securities held for trading. Debt securities acquired with the intent and ability to hold to maturity are stated at cost, adjusted for amortization of premium and accretion of discount, which are computed using the interest method and recognized as adjustments of interest income. Certain other debt securities have been classified as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available for sale securities are reported as a separate component of shareholders’ equity, net of tax, until realized. Equity securities are carried at fair value. Unrealized holding gains and losses for equity securities are recognized as a separate component within the income statement. Realized security gains and losses are computed using the specific identification method for debt securities and the average cost method for marketable equity securities. Interest and dividends on investment securities are recognized as income when earned. Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including, but not limited to, the length of time and extent to which the fair value has been less than cost, the financial condition of the underlying issuer, the ability of the issuer to meet contractual obligations, the likelihood of the security’s ability to recover any decline in its fair value, whether it is more likely than not that the Corporation would be required to sell the security before its anticipated recovery in fair value, and a review of the Corporation’s capital adequacy, interest rate risk position, and liquidity. The assessment of a security’s ability to recover any decline in fair value, the ability of the issuer to meet contractual obligations, and management’s intent and ability requires considerable judgment. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the Consolidated Statement of Income. Fair values of investment securities 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 Corporation carries it at cost. Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are stated at the principal amount outstanding, net of deferred fees and discounts, 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 Corporation’s general policy has been to stop accruing interest on loans when it is determined a reasonable doubt exists as to the collectability 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. Otherwise, payments are applied to the unpaid principal balance of the loan. Loans are restored to accrual status if certain conditions are met, including but not limited to, the repayment of all unpaid interest and scheduled principal due, ongoing performance consistent with the contractual agreement, and the future expectation of continued, timely 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. 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 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, 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, 2018, future adjustments could be necessary if circumstances or economic conditions 52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 Banks' loan loss allowance. The regulatory agencies could require the Banks, 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 Banks will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Banks individually evaluate such loans for impairment and do 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 Banks may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectability, 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. Loan Charge-off Policies Loans are generally fully or partially charged down to the fair value of collateral securing the asset when: • • • • • management judges the asset to be uncollectible; repayment is deemed to be protracted beyond reasonable time frames; the asset has been classified as a loss by either the internal loan review process or external examiners; the borrower has filed bankruptcy and the loss becomes evident due to a lack of assets; or the loan is 180 days past due unless both well secured and in the process of collection. Troubled Debt Restructurings In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a troubled debt restructuring ("TDR"). Management strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before their loan reaches nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. In addition to the allowance for the pooled portfolios, management has developed a separate allowance for loans that are identified as impaired through a TDR. These loans are excluded from pooled loss forecasts and a separate reserve is provided under the accounting guidance for loan impairment. Consumer loans whose terms have been modified in a TDR are also individually analyzed for estimated impairment. Loans Held for Sale In general, fixed rate residential mortgage loans originated by the Banks 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 Banks. 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. 53Foreclosed Assets Foreclosed assets are carried at the lower of cost or fair value less 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, within the Consolidated Statement of Income. Premises and Equipment Land is carried at cost. 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 Corporation 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 Corporation performs an annual impairment analysis of goodwill for its purchased subsidiaries, Luzerne and The M Group. Based on the fair value of these reporting units, estimated using the expected present value of future cash flows, no impairment of goodwill was recognized in 2018, 2017, or 2016. Intangible Assets At December 31, 2018, the Corporation had intangible assets of $443,000 as a result of the acquisition of Luzerne National Bank Corporation, which is net of accumulated amortization of $1,571,000. These intangible assets will continue to be amortized using the sum-of-the-years digits method of amortization over ten years. The Corporation also had intangible assets of $719,000, which is net of accumulated amortization of $301,000, as a result of the purchase of two books of business related to investment product sales. The book of business intangible is being amortized using the straight-line method over a period of ten years. Investments in Limited Partnerships The Corporation is a limited partner in three partnerships at December 31, 2018 that provide low income elderly housing in the Corporation’s geographic market area. The carrying value of the Corporation’s investments in limited partnerships was $218,000 at December 31, 2018 and $402,000 at December 31, 2017. The investments are being amortized over the ten-year tax credit receipt period utilizing the straight-line method. The partnerships are amortized once the projects reach the level of occupancy needed to begin the ten year tax credit recognition period. Amortization of limited partnership investments amounted to $184,000, $184,000, and $312,000 for 2018, 2017 and 2016, respectively. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Corporation 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 Corporation reports the amounts in its financial statements. Marketing Cost Marketing costs are generally expensed as incurred. Income Taxes The Corporation 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 54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. 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. The Corporation analyzed its deferred tax asset position and determined that there was not a need for a valuation allowance due to the Corporation’s ability to generate future ordinary and capital taxable income. On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the period in which the legislation is enacted. The changes in the deferred tax assets and liabilities remeasured at the new 21% federal tax rate are reflected in income tax expense for fiscal year 2017. The Corporation when applicable recognizes interest and penalties on income taxes as a component of income tax provision. Earnings Per Share The Corporation 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 JSSB. 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 may be made annually at the discretion of the board of directors for the employees of JSSB with no contributions made since 2015. 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. Accumulated Other Comprehensive Income (Loss) The Corporation is required to present accumulated other comprehensive income (loss) in a full set of general-purpose financial statements for all periods presented. Accumulated other comprehensive income (loss) is comprised of unrealized holding gains 55(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 The Corporation 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. Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Since the guidance scopes out revenue associated with financial instruments, including loans receivable and investment securities, the adoption of the standard and its related amendments did not result in a material change from our current accounting for revenue because the majority of the Corporation's revenue is not within the scope of Topic 606. Upon adoption on January 1, 2018, we have included the related new disclosure requirements in Note 25. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Upon adoption on January 1, 2018, the Corporation made a one-time cumulative effect adjustment from accumulated other comprehensive income to retained earnings of $537,000. The net effect was an increase to retained earnings. Additionally, the methods used to calculate the fair value of financial instruments in Note 22 were based on exit pricing assumptions as of December 31, 2018. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Corporation is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact on the financial statements. Based on the Corporation’s preliminary analysis of its current portfolio, the impact to the Corporation’s balance sheet is estimated to result in an increase of $10,294,000 in assets and liabilities. The Corporation also anticipates additional disclosures to be provided at adoption. 56In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (SEC) filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. This Update is not expected to have a significant impact on the Corporation’s financial statements. In February 2017, the FASB issued ASU 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). This Update relates primarily to the reporting by an employee benefit plan for its interest in a master trust, which is a trust for which a regulated financial institution serves as a trustee or custodian and in which assets of more than one plan sponsored by a single employer or by a group of employers under common control are held. For each master trust in which a plan holds an interest, the amendments in this Update require a plan's interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments in this Update remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments, which supplements the existing requirement to disclose the master trusts balances in each general type of investments. There are also increased disclosure requirements for investments in master trusts. The amendments in this Update are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. This Update is not expected to have a significant impact on the Corporation’s financial statements. In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. This Update is not expected to have a significant impact on the Corporation’s financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivative and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain 57equity-linked financial instruments (or embedded features) with down-round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down-round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down- round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down-round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down- round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Accounting Standards Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied either retrospectively to outstanding financial instruments with a down-round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective or retrospectively to outstanding financial instruments with a down-round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. This Update is not expected to have a significant impact on the Corporation’s financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 850), the objective of which is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the amendments in this Update make certain targeted improvements to simplify the application and disclosure of the hedge accounting guidance in current general accepted accounting principles. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. Early application is permitted in any period after issuance. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. This Update is not expected to have a significant impact on the Corporation’s financial statements. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842), which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in ASU 2016-02. This Update is not expected to have a significant impact on the Corporation’s financial statements. In July 2018, the FASB issued ASU 2018-09, Codification Improvements, represents changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments do not require transition guidance and will be effective upon issuance of this ASU. However, many of the amendments in this ASU do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. This Update is not expected to have a significant impact on the Corporation’s financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, represents changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments in this ASU affect the amendments in ASU 2016-02, which are not yet effective, but for which early adoption upon issuance is permitted. For entities that early adopted Topic 842, the amendments are effective upon issuance of this ASU, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date 58and transition requirements in Topic 842. This Update is not expected to have a significant impact on the Corporation’s financial statements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. This Update provides another transition method which allows entities to initially apply ASC 842 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Entities that elect this approach should report comparative periods in accordance with ASC 840, Leases. In addition, this Update provides a practical expedient under which lessors may elect, by class of underlying assets, to not separate nonlease components from the associated lease component, similar to the expedient provided for lessees. However, the lessor practical expedient is limited to circumstances in which the nonlease component or components otherwise would be accounted for under the new revenue guidance and both (a) the timing and pattern of transfer are the same for the nonlease component(s) and associated lease component and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the nonlease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with ASC 606, Revenue from Contracts with Customers. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. If a lessor elects the practical expedient, certain disclosures are required. This Update is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update is not expected to have a significant impact on the Corporation’s financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Corporation’s financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits (Topic 715-20). This Update amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The Update eliminates the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year. The Update also removes the disclosure requirements for the effects of a one-percentage-point change on the assumed health care costs and the effect of this change in rates on service cost, interest cost and the benefit obligation for postretirement health care benefits. This Update is effective for public business entities for fiscal years ending after December 15, 2020, and must be applied on a retrospective basis. For all other entities, this Update is effective for fiscal years ending after December 15, 2021. This Update is not expected to have a significant impact on the Corporation’s financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This Update addresses customers’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This Update is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The amendments in this Update can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This Update is not expected to have a significant impact on the Corporation’s financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). The amendments in this Update permit use of the Overnight Index Swap (OIS) rate based on the Secured Overnight Financing Rate (SOFR) as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered Rate (LIBOR) swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association (SIFMA) Municipal Swap Rate. For entities that have not already adopted Update 2017-12, the amendments in this Update are required to be adopted concurrently with the amendments in Update 2017-12. For public business entities that already have adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities that already have 59adopted the amendments in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period upon issuance of this Update if an entity already has adopted Update 2017-12. This Update is not expected to have a significant impact on the Corporation’s financial statements. In November, 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808), which made the following targeted improvements to generally accepted accounting principles (GAAP) for collaborative arrangements (1) clarified that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (2) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of Topic 606, and (3) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. This Update is not expected to have a significant impact on the Corporation’s financial statements. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842), which addressed implementation questions arising from stakeholders in regard to ASU 2016-02, Leases. Specifically addressed in this Update were issues related to 1) sales taxes and other similar taxes collected from lessees, 2) certain lessor costs, and 3) recognition of variable payments for contracts with lease and nonlease components. The amendments in this Update affect the amendments in Update 2016-02, which are not yet effective but can be early adopted. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02 (for example, January 1, 2019, for calendar-year-end public business entities). The Corporation is currently evaluating the impact the adoption of the standard will have on the Corporation’s financial position or results of operations. Based on the Corporation’s preliminary analysis of its current portfolio, the impact to the Corporation’s balance sheet is estimated to result in an increase of $10,294,000 in assets and liabilities. The Corporation also anticipates additional disclosures to be provided at adoption. NOTE 2 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) by component shown, net of tax and parenthesis indicating debits to net income, as of December 31, 2018, 2017, and 2016 were as follows: Twelve Months Ended December 31, 2018 Twelve Months Ended December 31, 2017 Twelve Months Ended December 31, 2016 Net Unrealized Gain (Loss) on Available for Sale Securities* Defined Benefit Plan* Total* Net Unrealized Gain (Loss) on Available for Sale Securities* Defined Benefit Plan* Total* Net Unrealized Gain (Loss) on Available for Sale Securities* Defined Benefit Plan* Total* (In Thousands) Beginning balance. . . . . . . . . . $ (54) $ (4,920) $ (4,974) $ (639) $ (4,289) $ (4,928) $ 258 $ (4,057) $ (3,799) Other comprehensive income (loss) before reclassifications . . . . . . . . . . Amounts reclassified from accumulated other comprehensive (loss) income . . . . . . . . . . . . . . . . . Net current-period other comprehensive income (loss) . Reclassification of certain income tax effects from accumulated other comprehensive loss . . . . . . . . . Reclassification from adoption of 2016-01 . . . . . . . . (806) (486) (1,292) 990 63 1,053 167 (333) (166) 37 130 167 (769) (356) (1,125) (396) 594 115 178 (281) 772 (1,064) 101 (963) (897) (232) (1,129) — (537) — — — (537) (9) (809) (818) — — — — — — — — — Ending balance . . . . . . . . . . . . $ (1,360) $ (5,276) $ (6,636) $ (54) $ (4,920) $ (4,974) $ (639) $ (4,289) $ (4,928) * Amounts net of 34% tax rate for 2016 and 21% for 2018 and 2017 The adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities requires equity securities to run through the income statement and therefore the reclassification of prior accumulated losses are reflected above. 60 The preceding table includes current guidance issued related to Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The Corporation has elected to reclassify the portion in accumulated other comprehensive income (AOCI) that would have been otherwise stranded. Amounts were reclassified for both components included in AOCI and their ending balance as of December 31, 2018 and 2017 is net of tax at the 21% corporate tax rate, and at 34% corporate tax rate as of December 31, 2016. The reclassifications out of accumulated other comprehensive income shown, net of tax and parenthesis indicating debits to net income, as of December 31, 2018, 2017, and 2016 were as follows: (In Thousands) Amount Reclassified from Accumulated Other Comprehensive Income Details about Accumulated Other Comprehensive Income Components Net realized (loss) gain on available for sale securities . . . . Income tax effect. . . . . . . . . . . . Net unrecognized pension income (expense) . . . . . . . . . . . Income tax effect. . . . . . . . . . . . $ $ $ $ NOTE 3 - PER SHARE DATA Twelve Months Ended December 31, 2018 December 31, 2017 December 31, 2016 (47) $ 10 (37) $ (165) $ 35 (130) $ 600 (204) 396 $ $ (174) $ 59 (115) $ 1,611 (547) 1,064 (153) 52 (101) Affected Line Item in the Consolidated Statement of Income Securities gains (losses), net Income tax provision Salaries and employee benefits Income tax provision There are no convertible securities which would affect the denominator 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 issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average treasury stock shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average common shares used to calculate basic and diluted earnings per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 2017 2016 5,010,404 (320,150) 5,008,073 (302,471) 5,005,971 (270,514) 4,690,254 4,705,602 4,735,457 There were a total of 263,700 non-qualified employee stock options (Note 14) outstanding on December 31, 2018 that had a weighted average strike price of $45.12. Options on December 31, 2017 had an average strike price of $43.59 with a total of 93,500 options outstanding. Grants outstanding at year-end 2016 totaled to 26,500 options with an average strike price of $42.03. These options were excluded, on a weighted average basis, in the computation of diluted earnings per share for all periods presented due to the average market price of common shares being less than the strike price of the options. 61 NOTE 4 - INVESTMENT SECURITIES The amortized cost, gross gains and losses, and fair values of investment securities at December 31, 2018 and 2017 are as follows: (In Thousands) Available for sale (AFS): Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment equity securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial institution equity securities . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading investment equity securities . . . . . . . . . . . . . . . . . . . . . . . (In Thousands) Available for sale (AFS): Mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment equity securities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial institution equity securities . . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial institution equity securities . . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading investment equity securities . . . . . . . . . . . . . . . . . . . . . . . . . 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value $ $ $ $ $ $ $ $ $ $ $ $ 6,385 79,358 50,264 136,007 328 1,300 1,628 49 49 Amortized Cost 4,273 56,295 48,806 109,374 537 1,300 1,837 20 192 212 $ $ $ $ $ $ $ $ $ $ $ $ (240) $ (426) (1,690) (2,356) $ 6,153 79,541 48,591 134,285 — $ (76) (76) $ (13) $ (13) $ 552 1,224 1,776 36 36 8 609 17 634 224 — 224 $ $ $ $ — $ — $ 2017 Gross Unrealized Gains Gross Unrealized Losses Fair Value 51 411 180 642 728 — 728 $ $ $ $ — $ 2 2 $ (111) $ (198) (1,080) (1,389) $ 4,213 56,508 47,906 108,627 — $ (49) (49) $ — $ (24) (24) $ 1,265 1,251 2,516 20 170 190 The following tables show the Corporation’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at December 31, 2018 and 2017. (In Thousands) Available for Sale (AFS) Mortgage-backed securities . . . . . . . . . . . . State and political securities. . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . Total Debt Securities AFS . . . . . . . . . . . . . Less than Twelve Months Fair Value Gross Unrealized Losses 2018 Twelve Months or Greater Fair Value Gross Unrealized Losses Total Gross Unrealized Losses Fair Value $ $ 3,023 14,819 10,133 27,975 $ $ (75) $ (128) (153) (356) $ 2,930 13,648 34,776 51,354 $ $ (165) $ (298) (1,537) (2,000) $ 5,953 28,467 44,909 79,329 $ $ (240) (426) (1,690) (2,356) 62 (In Thousands) Available for Sale (AFS) Mortgage-backed securities . . . . . . . . . . . . State and political securities. . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . Total Debt Securities AFS . . . . . . . . . . . . . 2017 Less than Twelve Months Twelve Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses $ $ 981 15,691 7,512 24,184 $ $ (12) $ (104) (148) (264) $ 2,276 3,018 28,517 33,811 $ $ (99) $ (94) (932) (1,125) $ 3,257 18,709 36,029 57,995 $ $ (111) (198) (1,080) (1,389) At December 31, 2018 there were 23 individual securities in a continuous unrealized loss position for less than twelve months and 47 individual securities in a continuous unrealized loss position for greater than twelve months. The Corporation reviews its position quarterly and has asserted that at December 31, 2018 and 2017, the declines outlined in the above table represent temporary declines and the Corporation does not intend to sell and does not believe they will be required to sell these securities before recovery of their cost basis, which may be at maturity. The Corporation has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes that are not expected to result in the non-collection of principal and interest during the period. The amortized cost and fair value of debt securities at December 31, 2018, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities since borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. (In Thousands) Amortized Cost Fair Value Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year to five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after five years to ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 3,135 $ 41,923 69,978 20,971 136,007 $ 3,134 40,883 69,316 20,952 134,285 63 Total gross proceeds from sales of securities available for sale were $19,296,000, $25,528,000, and $44,829,000 for 2018, 2017, and 2016, respectively. The following table represents gross realized gains and losses on those transactions: (In Thousands) Gross realized gains: U.S. Government and agency securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross realized losses: U.S. Government and agency securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross realized gains: Financial institution equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross realized losses: Financial institution equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ Year Ended December 31, 2018 2017 2016 — $ — $ 27 19 3 49 69 408 53 11 35 787 283 $ 530 $ 1,116 — $ — $ $ — 86 10 96 — — — 18 51 69 $ 288 — — $ 288 $ — — — $ — 149 149 $ 5 13 1 189 208 572 217 789 — 86 86 There were no impairment charges included in gross realized losses for the years ended December 31, 2018, 2017, and 2016. Investment securities with a carrying value of approximately $73,327,000 and $89,736,000 at December 31, 2018 and 2017, respectively, were pledged to secure certain deposits, repurchase agreements, and for other purposes as required by law. Equity securities consist of Community Reinvestment Act funds along with other smaller investments in other financial institutions. At December 31, 2018 and December 31, 2017, we had $1,776,000 and $2,516,000, respectively, in equity securities recorded at fair value. Prior to January 1, 2018, equity securities were stated at fair value with unrealized gains and losses reported as a separate component of AOCI, net of tax. At December 31, 2017, net unrealized gains of $679,000 had been recognized in AOCI. On January 1, 2018, these unrealized gains and losses were reclassified out of AOCI and into retained earnings with subsequent changes in fair value being recognized in net equity securities gains (losses). The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the year ended December 31, 2018: (In Thousands) Net losses recognized in equity securities during the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Net gains realized on the sale of equity securities during the period . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized losses recognized in equity securities held at reporting date . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 2018 (170) 361 (531) Net gains and losses on trading account securities are as follows for the for the years ended December 31, 2018, 2017, and 2016. (In Thousands) Net (losses) gain on sales transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net mark-to-market gains (losses). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain (loss) on trading account securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 2018 2017 2016 (6) $ 9 3 $ $ 16 (24) (8) $ 51 7 58 64 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 5 - FEDERAL HOME LOAN BANK STOCK The Banks are members of the Federal Home Loan Bank (“FHLB”) of Pittsburgh and as such, are required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. The stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated for impairment as necessary. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein. Management considered that the FHLB maintains regulatory capital ratios in excess of all regulatory capital requirements, liquidity appears adequate, new shares of FHLB stock continue to change hands at the $100 par value, and the payment of dividends. NOTE 6 - LOAN CREDIT QUALITY AND RELATED ALLOWANCE FOR LOAN LOSSES Management segments the Banks' loan portfolio to a level that enables risk and performance monitoring according to similar risk characteristics. Loans are segmented based on the underlying collateral characteristics. Categories include commercial, financial, and agricultural, real estate, consumer automobile, and other consumer installment loans. Real estate loans are further segmented into three categories: residential, commercial, and construction. The following table presents the related aging categories of loans, by segment, as of December 31, 2018 and 2017: (In Thousands) Current Past Due 30 To 89 Days 2018 Past Due 90 Days Or More & Still Accruing Non-Accrual Total Commercial, financial, and agricultural . . . Real estate mortgage: Residential. . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . Other consumer installment loans . . . . . . . . $ 182,651 $ 616 $ — $ 5,294 $ 188,561 611,281 361,624 43,144 132,713 23,902 7,688 2,349 305 412 636 1,238 — — 27 9 2,172 7,722 74 31 5 622,379 371,695 43,523 133,183 24,552 1,355,315 $ 12,006 $ 1,274 $ 15,298 1,383,893 Net deferred loan fees and discounts . . Allowance for loan losses . . . . . . . . . . Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . 864 (13,837) $ 1,342,342 864 (13,837) $ 1,370,920 65 (In Thousands) Current Past Due 30 To 89 Days 2017 Past Due 90 Days Or More & Still Accruing Non-Accrual Total Commercial, financial, and agricultural . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . Commercial. . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . Other consumer installment loans. . . . . . . . $ 178,022 $ 663 $ 86 $ 114 $ 178,885 588,278 325,148 31,547 79,595 26,740 6,853 1,823 116 87 202 318 80 20 — 5 1,628 4,968 — 32 17 597,077 332,019 31,683 79,714 26,964 1,229,330 $ 9,744 $ 509 $ 6,759 1,246,342 Net deferred loan fees and discounts . . Allowance for loan losses . . . . . . . . . . Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . 272 (12,858) $ 1,216,744 272 (12,858) $ 1,233,756 The following table presents the interest income if interest had been recorded based on the original loan agreement terms and rate of interest for non-accrual loans and interest income recognized on a cash basis for non-accrual loans as of December 31, 2018, 2017, and 2016: 2018 Year Ended December 31, 2017 2016 Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis Interest Income That Would Have Been Recorded Based on Original Term and Rate Interest Income Recorded on a Cash Basis $ $ 289 $ 235 $ 23 $ 15 $ 6 $ — 123 405 5 7 1 88 212 4 5 1 147 390 — 1 4 98 238 — — 3 151 496 — — 3 830 $ 545 $ 565 $ 354 $ 656 $ 101 105 — — 2 208 (In Thousands) Commercial, financial, and agricultural. . . . . . . . Real estate mortgage: Residential. . . . . . . . Commercial . . . . . . . Construction . . . . . . Consumer automobile loans. . . . . . . . . . . . . . Other consumer installment loans . . . . Impaired Loans Impaired loans are loans for which it is probable the Banks will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Banks individually evaluate such loans for impairment and do not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “non-accrual loans,” although the two categories overlap. The Banks may choose to place a loan on non-accrual status due to payment delinquency or uncertain collectability, while not classifying the loan as impaired. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loan. When foreclosure is probable, impairment is measured based on the fair value of the collateral. Management evaluates individual loans in all of the commercial segments for possible impairment if the loan is greater than $100,000 and if the loan is either on non-accrual status or has a risk rating of substandard or worse. Management may also elect to measure an individual loan for impairment if less than $100,000 on a case by case basis. Mortgage loans on one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively with the exception of loans identified as troubled debt restructurings. Loans that 66 experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of shortfall in relation to the principal and interest owed. Interest income for impaired loans is recorded consistent to the Banks' policy on non- accrual loans. The following table presents the recorded investment, unpaid principal balance, and related allowance of impaired loans by segment as of December 31, 2018 and 2017: (In Thousands) With no related allowance recorded: Commercial, financial, and agricultural. . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . With an allowance recorded: Commercial, financial, and agricultural. . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 Recorded Investment Unpaid Principal Balance Related Allowance $ 1,152 $ 1,152 $ 2,619 2,457 74 31 — 6,333 4,111 1,591 9,207 — — 5 2,619 2,457 74 31 — 6,333 4,111 1,591 9,207 — — 5 — — — — — — — 650 168 1,720 — — 5 14,914 14,914 2,543 Total: Commercial, financial, and agricultural. . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,263 5,263 4,210 11,664 74 31 5 4,210 11,664 74 31 5 650 168 1,720 — — 5 $ 21,247 $ 21,247 $ 2,543 67 (In Thousands) With no related allowance recorded: Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . With an allowance recorded: Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 Recorded Investment Unpaid Principal Balance Related Allowance $ 1,033 $ 1,033 $ 1,428 1,465 — — — 1,428 1,465 — — — 3,926 3,926 235 2,304 7,981 — — — 235 2,353 8,031 — — — — — — — — — — 96 367 1,721 — — — 10,520 10,619 2,184 Total: Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,268 3,732 9,446 — — — 1,268 3,781 9,496 — — — 96 367 1,721 — — — $ 14,446 $ 14,545 $ 2,184 The following table presents the average recorded investment in impaired loans and related interest income recognized for December 31, 2018, 2017, and 2016: (In Thousands) Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: $ Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . Average Investment in Impaired Loans 2018 Interest Income Recognized on an Accrual Basis on Impaired Loans Interest Income Recognized on a Cash Basis on Impaired Loans 2,018 $ 71 $ 3,962 9,524 15 14 1 134 235 — — — $ 15,534 $ 440 $ 168 87 194 4 1 1 455 68 Average Investment in Impaired Loans 2017 Interest Income Recognized on an Accrual Basis on Impaired Loans Interest Income Recognized on a Cash Basis on Impaired Loans (In Thousands) Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: $ Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 727 $ 41 $ 3,233 11,551 — — 5 75 186 — — — $ 15,516 $ 302 $ Average Investment in Impaired Loans 2016 Interest Income Recognized on an Accrual Basis on Impaired Loans Interest Income Recognized on a Cash Basis on Impaired Loans (In Thousands) Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: $ Residential. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer automobile loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 $ 16 $ 3,471 12,887 138 — — 89 187 — — — $ 16,896 $ 292 $ At December 31, 2018, additional funds totaling $14,000 are committed to be advanced in connection with impaired loans. Modifications The loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. 7 91 233 — — 1 332 1 101 110 — — — 212 69 Loan modifications that are considered TDRs completed during the twelve months ended December 31, 2018 and 2017 were as follows: (In Thousands, Except Number of Contracts) Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . Commercial . . . . . . . . . . . . . . . Construction . . . . . . . . . . . . . . . Other consumer installment loans . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 2017 Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment 1 $ 1,027 $ 1,027 — $ — $ — 3 1 — — 5 419 106 — — 1,552 $ $ 419 106 — — 1,552 6 2 — — 8 $ 1,015 371 — — 1,386 $ 1,015 371 — — 1,386 Of the five new troubled debt restructurings that were granted for the year ended December 31, 2018, four loans totaling $1,546,000 were granted payment concessions and one loan totaling $6,000 was granted a term concession. Of the eight new troubled debt restructurings that were granted for the year ended December 31, 2017, six loans totaling $1,061,000 were granted payment concessions, one loan totaling $273,000 was granted a rate concession, and one loan totaling $52,000 was granted a term concession. Loan modifications considered troubled debt restructurings made during the twelve months previous to December 31, 2018, that have defaulted during the twelve month period ending December 31, 2018 were as follows: (In Thousands, Except Number of Contracts) Commercial, financial, and agricultural . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate mortgage: Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 Number of Contracts Recorded Investment — $ 1 — 1 $ — 1 — 1 There were no loan modifications considered troubled debt restructurings made during the twelve months previous to December 31, 2017 that have defaulted during the corresponding twelve month period. Internal Risk Ratings Management uses a ten point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. All loans greater than 90 days past due are evaluated for Substandard classification. Loans in the Doubtful category exhibit the same weaknesses found in the Substandard loans, however, the weaknesses are more pronounced. Such loans are static and collection in full is improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Loans classified Loss are considered uncollectible and charge-off is imminent. To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Banks have a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the pass category unless a specific action, such as bankruptcy, repossession, or death 70 occurs to raise awareness of a possible credit event. An external annual loan review of large commercial relationships is performed, as well as a sample of smaller transactions. During 2018, the threshold for the annual loan review was commercial relationships $1,750,000 or greater for JSSB and $1,500,000 or greater for Luzerne. Confirmation of the appropriate risk category is included in the review. Detailed reviews, including plans for resolution, are performed on loans classified as Substandard, Doubtful, or Loss on a quarterly basis. The following table presents the credit quality categories identified above as of December 31, 2018 and 2017: Commercial, Finance, and Agricultural Real Estate Mortgages 2018 Residential Commercial Construction Consumer automobile Other consumer installment Totals $ 179,840 $ 619,800 $ 351,703 $ 43,523 $ 133,183 $ 24,552 $ 1,352,601 3,426 5,295 694 1,885 6,587 13,405 — — — — — — 10,707 20,585 $ 188,561 $ 622,379 $ 371,695 $ 43,523 $ 133,183 $ 24,552 $ 1,383,893 (In Thousands) Pass . . . . . . . . . . . . Special Mention . . Substandard. . . . . . Total . . . . . . . . . . . Commercial, Finance, and Agricultural Real Estate Mortgages 2017 Residential Commercial Construction Consumer automobile Other consumer installment Totals $ 175,603 $ 593,828 $ 311,209 $ 31,535 $ 79,714 $ 26,964 $ 1,218,853 738 2,544 1,043 2,206 7,337 13,473 — 148 — — — — 9,118 18,371 $ 178,885 $ 597,077 $ 332,019 $ 31,683 $ 79,714 $ 26,964 $ 1,246,342 (In Thousands) Pass. . . . . . . . . . . . Special Mention . . Substandard . . . . . Total . . . . . . . . . . . Allowance for Loan Losses An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated future loss experience, and the amount of non- performing loans. The Banks' methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (previously discussed) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Banks' ALL. Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. Allowances are segmented based on collateral characteristics previously disclosed, and consistent with credit quality monitoring. Loans that are collectively evaluated for impairment are grouped into two classes for evaluation. A general allowance is determined for “Pass” rated credits, while a separate pool allowance is provided for “Criticized” rated credits that are not individually evaluated for impairment. For the general allowances historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by other qualitative factors. A historical charge-off factor is calculated utilizing a twelve quarter moving average. However, management may adjust the moving average time frame by up to four quarters to adjust for variances in the economic cycle. Management has identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volumes and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; and concentrations of credit from a loan type, industry, and/or geographic standpoint. There was a substantial increase in our indirect loan portfolio in 2018 which resulted in an increase of 10 basis points within this qualitative factor. Recent industry losses in construction loans warrants a higher qualitative factor. Additionally, the tenure of our credit department allowed us to incur a slight adjustment within our experience factor. Due to an increase in foreclosures nationally, we adjusted our residential loans category accordingly. 71 Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors. Management also monitors industry loss factors by loan segment for applicable adjustments to actual loss experience. Management reviews the loan portfolio on a quarterly basis in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL. Over the last three years, various quantitative and qualitative factors indicate changes in our provision for loan losses. The provision for commercial and agricultural loans increased based on changes in the economic cycle and our historical loss factors within this loan type. The change in the provision for residential real estate loans vary based on our observations of industry trends during 2018 in national and market area foreclosure rates. The provision for this loan type is adjusted by national indices as well as our historical losses. The provision for commercial and construction real estate loans declined as losses have been minimal and collateral positions have strenghtened. The provision for consumer automobiles has increased over the last three years. This is due to the increasing trend in volume of loans we have within this loan type. The provision for other consumer installment loans has remained steady in recent years based on consistent national and economic trends. Activity in the allowance is presented for the twelve months ended December 31, 2018, 2017, and 2016: (In Thousands) Beginning Balance. . Charge-offs . . . . . . Recoveries . . . . . . . Provision . . . . . . . . Ending Balance . . . . (In Thousands) Beginning Balance . Charge-offs . . . . . . Recoveries. . . . . . . Provision . . . . . . . . Ending Balance . . . . (In Thousands) Beginning Balance . Charge-offs . . . . . . Recoveries. . . . . . . Provision . . . . . . . . Ending Balance . . . . Commercial, Finance, and Agricultural 1,177 $ (82) 36 549 1,680 $ Commercial, Finance, and Agricultural 1,554 $ (106) 135 (406) 1,177 $ Commercial, Finance, and Agricultural 1,532 $ (167) 62 127 1,554 $ Real Estate Mortgages 2018 $ $ Residential Commercial Construction 155 $ — 7 (19) 143 4,277 (56) — (174) 4,047 5,679 (276) 74 139 5,616 $ $ $ Real Estate Mortgages 2017 $ Residential Commercial 4,975 $ (58) 1 (641) 4,277 5,383 (578) 55 819 5,679 $ $ Construction 178 $ — 9 (32) 155 $ 2016 Real Estate Mortgages $ Residential Commercial 4,217 $ (93) 8 843 4,975 5,116 (39) 15 291 5,383 $ $ Construction 160 $ (2) 9 11 178 $ Consumer automobile 804 $ (246) 16 754 1,328 $ Other consumer installment 271 $ (303) 74 217 259 $ Unallocated 495 $ — — 269 764 $ Totals $ 12,858 (963) 207 1,735 $ 13,837 Consumer automobile 143 $ (57) 2 716 804 $ Other consumer installment 273 $ (246) 75 169 271 $ Unallocated 390 $ — — 105 495 $ Totals $ 12,896 (1,045) 277 730 $ 12,858 Consumer automobile $ Other consumer installment 243 (229) 92 167 273 — $ — — 143 143 $ $ Unallocated 776 $ — — (386) 390 $ Totals $ 12,044 (530) 186 1,196 $ 12,896 The Corporation grants commercial, industrial, residential, and installment loans to customers throughout north-central and north- eastern Pennsylvania. Although the Corporation has a diversified loan portfolio at December 31, 2018 and 2017, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic conditions within this region. The amount of foreclosed residential real estate held at December 31, 2018 and December 31, 2017, totaled $624,000 and $422,000, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process at December 31, 2018 and December 31, 2017, totaled $167,000 and $378,000, respectively. 72 The Corporation has a concentration of loans at December 31, 2018 and 2017 as follows: Owners of residential rental properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Owners of commercial rental properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 14.61% 12.24% 15.16% 13.57% The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2018 and 2017: Commercial, Finance, and Agricultural Real Estate Mortgages Residential Commercial Construction Consumer automobile Other consumer installment Unallocated Totals 2018 (In Thousands) Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment . . . . . . . . . . . . . . . . . . . Collectively evaluated for impairment . . . . . . . . . . . . . . . . . . . Total ending allowance balance. . Loans: Individually evaluated for impairment . . . . . . . . . . . . . . . . . . . . . Collectively evaluated for impairment . . . . . . . . . . . . . . . . . . . . . $ $ $ 650 $ 168 $ 1,720 $ — $ — $ 5 $ — $ 2,543 1,030 5,448 2,327 1,680 $ 5,616 $ 4,047 $ 143 143 1,328 $ 1,328 $ 254 259 $ 764 764 11,294 $ 13,837 5,263 $ 4,210 $ 11,664 $ 74 $ 31 $ 5 $ 21,247 Total ending loans balance . . $ 188,561 $ 622,379 $ 371,695 $ 43,523 $ 133,183 $ 24,552 183,298 618,169 360,031 43,449 133,152 24,547 1,362,646 $ 1,383,893 Commercial, Finance, and Agricultural Real Estate Mortgages Residential Commercial Construction Consumer automobile Other consumer installment Unallocated Totals 2017 (In Thousands) Allowance for Loan Losses: Ending allowance balance attributable to loans: Individually evaluated for impairment . . . . . . . . . . . . . . . . . . . Collectively evaluated for impairment . . . . . . . . . . . . . . . . . . . Total ending allowance balance . Loans: Individually evaluated for impairment. . . . . . . . . . . . . . . . . . . . . Collectively evaluated for impairment. . . . . . . . . . . . . . . . . . . . . $ $ $ 96 $ 367 $ 1,721 $ — $ — $ — $ — $ 2,184 1,081 5,312 2,556 1,177 $ 5,679 $ 4,277 $ 155 155 $ 804 804 $ 271 271 $ 495 495 10,674 $ 12,858 1,268 $ 3,732 $ 9,446 $ — $ — $ — $ 14,446 177,617 593,345 322,573 31,683 79,714 26,964 Total ending loans balance . . $ 178,885 $ 597,077 $ 332,019 $ 31,683 $ 79,714 $ 26,964 NOTE 7 - PREMISES AND EQUIPMENT 1,231,896 $ 1,246,342 Major classifications of premises and equipment are summarized as follows at December 31, 2018 and 2017: (In Thousands) 2018 2017 Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net premises and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,111 $ 21,640 10,369 2,911 42,031 14,451 $ 27,580 $ 7,107 20,808 9,895 2,311 40,121 12,735 27,386 Depreciation and amortization related to premises and equipment for the years ended 2018, 2017, and 2016 was $1,789,000 $1,659,000, and $1,578,000, respectively. 73 NOTE 8 - GOODWILL AND OTHER INTANGIBLES As of December 31, 2018 and 2017, goodwill had a gross carrying value of $17,380,000 and accumulated amortization of $276,000 resulting in a net carrying amount of $17,104,000. The gross carrying amount of goodwill is tested for impairment in the third quarter of each fiscal year. Based on the 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, 2018 or 2017. Identifiable intangibles are amortized to their estimated residual values over the expected useful lives. Such lives are also periodically reassessed to determine if any amortization period adjustments are required. Since the acquisition, no such adjustments were recorded. The identifiable intangible assets consist of a core deposit intangible and a trade name intangible which are being amortized on an accelerated basis, and also book of business intangible that is being amortized on a straight-line basis over the useful life of such assets. The net carrying amount of the core deposit intangible, the trade name intangible, and the book of business intangible at December 31, 2018 was $413,000, $30,000, and $719,000 respectively, with $1,468,000, $103,000, and $301,000 accumulated amortization as of that date. As of December 31, 2018, the estimated future amortization expense for the core deposit and trade name intangible was: (In Thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Core Deposit Intangible 151 $ 117 83 48 14 — — — 413 $ Trade Name Intangible 11 $ 8 6 4 1 — — — 30 $ Book of Business Intangible 102 $ 102 102 102 102 102 102 5 719 $ NOTE 9 - TIME DEPOSITS Time deposits of $250,000 or more totaled approximately $49,826,000 on December 31, 2018 and $43,262,000 on December 31, 2017. Interest expense on time deposits of $100,000 or more was approximately $2,238,000, $1,479,000, and $1,305,000, for the years ended December 31, 2018, 2017, and 2016, respectively. At December 31, 2018, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2018 38,367 28,102 23,534 83,750 $ 173,753 74 Total time deposit maturities are as follows at December 31, 2018: (In Thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 $ 133,985 74,062 57,159 14,878 5,225 1,302 $ 286,611 NOTE 10 - SHORT-TERM BORROWINGS Short-term borrowings consist of securities sold under agreements to repurchase and primarily FHLB advances, which generally represent overnight or less than six month borrowings. In addition to the outstanding balances noted below, the Banks also have additional lines of credit totaling $57,000,000 available from correspondent banks other than the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows at December 31, 2018, 2017, and 2016: (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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overnight: Balance at year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum amount outstanding at any month end . . . . . . . . . . . . . . . . . . . . . Average balance outstanding during the year . . . . . . . . . . . . . . . . . . . . . . . . Weighted-average interest rate: $ $ 2018 2017 2016 $ $ 5,662 8,431 7,043 0.20% 0.13% 162,203 162,203 78,043 $ $ 7,878 13,782 10,425 0.13% 0.14% 92,870 92,870 15,559 13,241 17,827 15,394 0.16% 0.18% — 24,346 3,124 At year end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.62% 2.24% 1.54% 1.41% —% 0.57% We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short- term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.The remaining contractual maturity of repurchase agreements in the consolidated balance sheets as of December 31, 2018 and December 31, 2017 is presented in the following tables. (In Thousands) Repurchase Agreements: 2018 2017 Remaining Contractual Maturity of the Agreements Overnight and Continuous Overnight and Continuous Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total carrying value of collateral pledged. . . . . . . . . . . . . . . . . . . . . . . . . . . Total liability recognized for repurchase agreements . . . . . . . . . . . . . . . . . . $ $ $ 778 $ 1,003 6,599 8,380 5,662 $ $ 1,898 6,894 8,662 17,454 7,878 75 NOTE 11 - LONG-TERM BORROWINGS The following represents outstanding long-term borrowings with the FHLB by contractual maturities at December 31, 2018 and 2017: (In Thousands) Description Variable Total Variable Fixed Fixed Fixed Fixed Fixed Fixed Total Fixed Total Maturity 2018 2018 2019 2020 2021 2022 2023 (In Thousands) Year Ending December 31, Weighted Average Interest Rate Stated Interest Rate Range 2018 2017 From To 2018 —% —% —% 1.84% 1.91% 2.73% 2.24% 3.10% 2.21% 2.21% 3.18% 3.18% 1.13% 1.59% 1.71% —% 1.99% —% 1.72% 1.92% 3.18% 3.18% $ — $ — 1.13% 1.54% 1.62% 2.45% 1.98% 3.10% 1.13% 2.12% 2.29% 3.00% 2.56% 3.10% — 32,292 43,333 30,000 23,000 10,000 138,625 $ 138,625 $ 2017 10,000 10,000 2,000 17,292 28,333 — 13,000 — 60,625 70,625 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount Weighted Average Rate $ $ 32,292 43,333 30,000 23,000 10,000 138,625 1.84% 1.91% 2.73% 2.24% 3.10% 2.21% The Banks maintain a credit arrangement which includes a revolving line of credit with the FHLB. Under this credit arrangement, at December 31, 2018, JSSB has a remaining borrowing capacity of $139,140,000 and Luzerne has a remaining capacity of $155,139,000, which are subject to annual renewal and typically incur no service charges. Under terms of a blanket agreement, collateral for the FHLB borrowings must be secured by certain qualifying assets of each Bank which consist principally of first mortgage loans and state and political securities, along with other securities. In December 2012, JSSB entered in to a capital lease on a piece of land in Lewisburg, Pennsylvania. The carrying amount of the land as of December 31, 2018 and 2017 was $827,000. The present value of minimum lease payments at December 31, 2018 and 2017 was $317,000 and $345,000. The following is a schedule showing the future minimum lease payments under the capital lease by years and the present value of the minimum lease payments as of December 31, 2018. The interest rate related to the lease obligation is 2.75% and the maturity date is October 2023. (In Thousands) Lease Payment Interest Present Value of Minimum Lease Payment 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 38 38 38 37 200 351 $ $ $ 9 7 7 6 5 34 $ 29 31 31 31 195 317 76 NOTE 12 - INCOME TAXES The following temporary differences gave rise to the net deferred tax asset position at December 31, 2018 and 2017: (In Thousands) Deferred tax assets: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined pension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred loan fees and discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrealized loss on available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Investment security accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 $ 2,909 $ 1,339 624 274 52 362 752 6,312 104 451 603 1,158 $ 5,154 $ 2,714 1,235 684 211 45 14 727 5,630 95 537 610 1,242 4,388 No valuation allowance was established at December 31, 2018 and 2017, because of the Corporation’s ability to carry back capital losses to recover taxes paid in previous years and certain tax strategies, together with the anticipated future taxable income as evidenced by the Corporation’s earning potential. The Corporation is no longer subject to federal, state, and local examinations by tax authorities for years before 2014. The provision or benefit for income taxes is comprised of the following for the year ended December 31, 2018, 2017, and 2016: (In Thousands) 2018 2017 2016 Currently payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in corporate tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 3,143 (324) — $ 5,690 (955) 2,724 2,819 $ 7,459 $ 3,054 1,543 — 4,597 A reconciliation between the expected income tax or benefit and the effective income tax rate on income before income tax provision or benefit follows for the year ended December 31, 2018, 2017, and 2016: (In Thousands) Amount % Amount % Amount % 2018 2017 2016 Provision at expected rate . . . . . . . . . . . . . . (Decrease) increase in tax resulting from: Tax-exempt income . . . . . . . . . . . . . . . . . . Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . Change in corporate tax rate . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax provision and rate. . . . $ 3,681 21.00% $ 5,859 34.00% $ 5,804 34.00% (633) (177) — (52) $ 2,819 (3.61) (1.01) — (0.30) 16.08% $ (811) (177) 2,724 (136) 7,459 (4.71) (1.03) 15.81 (0.78) 43.29% $ (1,092) (312) — 197 4,597 (6.40) (1.83) — 1.16 26.93% 77 NOTE 13 - EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plan The Corporation has a noncontributory defined benefit pension plan (the “Plan”) for all employees meeting certain age and length of service requirements that were hired prior to January 1, 2004, at which time entrance into the Plan was frozen. The benefit accrual for the Plan was subsequently frozen at December 31, 2014. 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, until December 31, 2014 when the benefit accrual was frozen. The following table sets forth the obligation and funded status as of December 31, 2018 and 2017: (In Thousands) Change in benefit obligation: Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to fair value of plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of plan assets at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts recognized on balance sheet as: Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts not yet recognized as a component of net periodic pension cost: Amounts recognized in accumulated other comprehensive income (loss) consist of: 2018 2017 $ 20,669 $ 19,289 706 141 (797) (1,697) 19,022 17,486 (1,078) 750 (797) 5 $ $ 16,366 (2,656) $ 756 159 (782) 1,247 20,669 15,090 2,424 750 (782) 4 17,486 (3,183) (2,656) $ (3,183) $ $ $ $ Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,678 $ 6,227 The accumulated benefit obligation for the Plan was $19,022,000 and $20,669,000 at December 31, 2018 and 2017, respectively. Components of Net Periodic Cost and Other Amounts Recognized in Other Comprehensive Income (Loss) as of December 31, 2018, 2017, and 2016 are as follows: (In Thousands) 2018 2017 2016 Net periodic pension cost: Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net periodic (benefit) cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ — $ 706 (1,098) 165 (227) $ — $ 756 (926) 174 4 $ 55 775 (989) 153 (6) 78 Assumptions Weighted-average assumptions used to determine benefit obligations at December 31, 2018, 2017, and 2016: Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.10% N/A 3.47% N/A 3.98% N/A 2018 2017 2016 Weighted-average assumptions used to determine net periodic cost for years ended December 31, 2018, 2017, and 2016: Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected long-term return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.47% 7.00% 3.98% 7.00% 4.17% 7.00% 2018 2017 2016 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, 2018 and 2017 by asset category are as follows: Asset Category Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed income securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inflation Hedges/Real Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedged Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 4.70% 12.98% 64.26% 5.90% 12.16% 4.96% 11.42% 66.90% 5.82% 10.90% 100.00% 100.00% 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 62% equity securities, 15.0% fixed income securities, 10% inflation hedges/real assets, 10% hedged strategies, and 3% 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. 79 The following table sets forth by level, within the fair value hierarchy detailed in Note 21 - Fair Value Measurements, the Plan’s assets at fair value as of December 31, 2018 and 2017: (In Thousands) Assets: Level I Level II Level III Total 2018 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . Mutual funds - taxable fixed income. . . . . . . . . . . . . . . . Mutual funds - domestic equity. . . . . . . . . . . . . . . . . . . . Mutual funds - international equity . . . . . . . . . . . . . . . . . Inflation Hedges/Real Assets. . . . . . . . . . . . . . . . . . . . . . Hedged Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 770 $ — $ — $ 2,120 8,550 1,970 965 1,991 — — — — — — — — — — 770 2,120 8,550 1,970 965 1,991 $ 16,366 $ — $ — $ 16,366 (In Thousands) Assets: Level I Level II Level III Total 2017 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . Mutual funds - taxable fixed income. . . . . . . . . . . . . . . . Mutual funds - domestic equity. . . . . . . . . . . . . . . . . . . . Mutual funds - international equity . . . . . . . . . . . . . . . . . Inflation Hedges/Real Assets. . . . . . . . . . . . . . . . . . . . . . Hedged Strategies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 868 $ — $ — $ 1,992 9,358 2,343 1,019 1,906 — — — — — — — — — — 868 1,992 9,358 2,343 1,019 1,906 $ 17,486 $ — $ — $ 17,486 The following future benefit payments are expected to be paid: (In Thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024-2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 886 918 910 929 1,000 5,444 $ 10,087 The Corporation expects to contribute a minimum of $500,000 to its Pension Plan in 2019. 401(k) Savings Plan The Corporation 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 Corporation 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 $428,000, $369,000, and $215,000 for the years ended December 31, 2018, 2017, and 2016, respectively. 80 Deferred Compensation Plan The Corporation has a deferred compensation plan whereby participating directors elect to forego directors’ fees paid in cash. Under this plan, the Corporation will make payments for a ten-year period beginning at the later of age 65 or ceasing to be a director 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 Corporation has acquired bank-owned life insurance policies on the lives of the participating directors for which insurance benefits are payable to the Corporation. The Corporation incurred expenses related to the plan of $370,000, $330,000, and $303,000 for the years ended December 31, 2018, 2017, and 2016, respectively. Benefits paid under the plan were approximately $59,000, $79,000, and $85,000 in 2018, 2017, and 2016, respectively. NOTE 14 - STOCK OPTIONS In 2014, the Corporation adopted the 2014 Equity Incentive Plan designed to help the Corporation attract, retain, and motivate employees and non-employee directors. Incentive stock options, non-qualified stock options, and restricted stock may be granted as part of the plan. On March 24, 2017, the Corporation issued 70,000 stock options with a strike price of $44.21 to employees. The options granted in 2017 all expire ten years from the grant date; however, of the 70,000 grants awarded, 46,250 of the options have a three year vesting period while the remaining 23,750 options vest in five years. The Corporation issued a total of 174,700 stock options during 2018 and expire ten years from the grant date. On January 5, 2018 a total of 25,000 options were issued and the remaining 149,700 options were issued on August 24, 2018. Of the 174,700 options issued, 62,700 have a vesting period of three years and the remaining 112,000 options vest in five years. A summary of stock option activity for the year ended December 31, 2018 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2015 . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2016 . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2017 . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2018 . . . . . . . . . . . . 34,750 — — (8,250) — 26,500 70,000 — (3,000) — 93,500 $ 174,700 — (4,500) — 263,700 $ Options exercisable at December 31, 2018 . . . . . . — $ 42.03 — — 42.03 — 42.03 44.21 — 44.21 — 43.59 45.87 — 42.76 — 45.12 — 9.67 14,943 224,455 $ 279,365 8.66 9.23 8.79 9.56 8.97 $ — $ — — 81On December 31, 2018, a total of 263,700 options were outstanding. Outstanding options at December 31, 2018 and the related vesting schedules are summarized below: Date Shares Forfeited Outstanding Strike Price Vesting Period Expiration Stock Options Granted August 24, 2018 August 24, 2018 January 5, 2018 January 5, 2018 March 24, 2017 March 24, 2017 August 27, 2015 50,200 99,500 12,500 12,500 46,250 23,750 38,750 — — — — (4,500) — (15,250) 50,200 $ 99,500 12,500 12,500 41,750 23,750 23,500 46.00 46.00 45.11 45.11 44.21 44.21 42.03 3 years 5 years 3 years 5 years 3 years 5 years 5 years 10 years 10 years 10 years 10 years 10 years 10 years 10 years The fair value of stock options is estimated using the Black-Scholes option pricing model. The following is a summary of the assumptions used in this model for the stock options granted during 2018 and 2017 (no options were issued during 2016): Risk-free interest rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected dividend yield. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average grant date fair value per option . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.68% 24.78% 2.16% 7.15 years 7.72 $ 1.90% 27.63% 4.20% 6.84 years 8.99 2018 2017 The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on a straightline basis over the options’ vesting periods while ensuring that the cumulative amount of compensation cost recognized at least equals the value of the vested portion of the award at that date. The Corporation determines the fair value of options granted using the Black- Scholes option-pricing model. The risk-free interest rate is based on the United States Treasury bond with a similar term to the expected life of the options at the grant date. Expected volatility was estimated based on the adjusted historic volatility of the Corporation’s shares. The expected life was estimated to equal the contractual life of the options. The dividend yield rate was based upon recent historical dividends paid on shares. For the years ended December 31, 2018, 2017, and 2016 there was $486,000, $29,000, and $19,000 in total share-based compensation expense, respectively. The compensation expense is recorded as part of the non-interest expenses in the Consolidated Statement of Income. As of December 31, 2018, total unrecognized compensation costs related to non-vested options was $1,685,000 which is expected to be recognized over a period of 3.69 years. NOTE 15 - EMPLOYEE STOCK PURCHASE PLAN The Corporation maintains the Penns Woods Bancorp, Inc. Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Corporation. 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 2,359 and 2,230 shares issued under the plan for the years ended December 31, 2018 and 2017, respectively. 82 NOTE 16 - RELATED PARTY TRANSACTIONS Certain directors and executive officers of the Corporation and the Banks, including their immediate families and companies in which they are principal owners (more than ten percent), are indebted to the Corporation. 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, 2018 and 2017: (In Thousands) Beginning Balance New Loans Repayments Ending Balance 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,877 $ 13,147 $ 19,011 5,602 (3,013) $ (6,822) 19,011 17,791 Deposits from related parties held by the Banks amounted to $16,836,000 at December 31, 2018 and $21,700,000 at December 31, 2017. NOTE 17 - COMMITMENTS AND CONTINGENT LIABILITIES The following schedule shows future minimum rental payments under operating leases with noncancellable terms in excess of one year as of December 31, 2018: (In Thousands) 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 546 560 563 456 601 2,117 4,843 The Corporation’s operating lease obligations represent short and long-term lease and rental payments for facilities and equipment. Total rental expense for all operating leases for the years ended December 31, 2018, 2017, and 2016 were $583,000, $584,000, and $573,000, respectively. The Corporation 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 18 - OFF-BALANCE SHEET RISK The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the 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 Corporation has in particular classes of financial instruments. The Corporation’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. 83 Financial instruments whose contract amounts represent credit risk are as follows at December 31, 2018 and 2017: (In Thousands) Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit exposure from the sale of assets with recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 $ 166,417 $ 264,982 10,566 6,152 10,406 4,893 Commitments to extend credit are legally binding agreements to lend to customers. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. The Corporation evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation, on an extension of credit is based on management’s credit assessment of the counterparty. Standby letters of credit represent conditional commitments issued by the Corporation 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 19 - CAPITAL REQUIREMENTS Federal regulations require the Corporation and the Banks to maintain minimum amounts of capital. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Common Equity Tier 1, 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 capital categories ranging from “well capitalized” to “critically undercapitalized.” Should any institution fail to meet the requirements to be considered “adequately capitalized,” it would become subject to a series of increasingly restrictive regulatory actions. As of December 31, 2018 and 2017, the FDIC categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. To be classified as a well capitalized financial institution, common equity tier I risk-based, tier I risked-based, total risk-based, and tier I leverage capital ratios must be at least 6.5%, 8%, 10%, and 5%, respectively. . 84 The Corporation’s and the Banks' actual capital ratios (using the definitions from the prompt corrective action rules) are presented in the following tables, which shows that the Corporation and both Banks met all regulatory capital requirements. Consolidated Corporation (In Thousands) Common Equity Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Average Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 2017 Amount Ratio Amount Ratio $ 132,543 10.178% $ 125,513 11.254% 58,601 83,018 84,646 142,876 104,175 128,591 130,219 $ 4.500% 6.375% 6.500% 10.972% $ 8.000% 9.875% 10.000% 50,187 64,128 72,493 132,094 89,223 103,164 111,528 4.500% 5.750% 6.500% 11.844% 8.000% 9.250% 10.000% $ 132,543 10.178% $ 125,513 11.254% 78,135 102,552 104,180 6.000% 7.875% 8.000% 66,916 80,857 89,222 $ 132,543 8.176% $ 125,513 64,845 81,056 4.000% 5.000% 57,273 71,591 6.000% 7.250% 8.000% 8.766% 4.000% 5.000% Jersey Shore State Bank (In Thousands) Common Equity Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Average Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ 2018 2017 Amount Ratio Amount Ratio 94,105 42,866 60,727 61,917 102,534 76,205 94,066 95,256 94,105 57,155 75,015 76,206 94,105 48,734 60,917 9.879% $ 4.500% 6.375% 6.500% 10.764% $ 8.000% 9.875% 10.000% 9.879% $ 6.000% 7.875% 8.000% 7.724% $ 4.000% 5.000% 88,289 39,259 50,164 56,707 93,145 69,791 80,696 87,239 88,289 52,345 63,251 69,794 88,289 42,885 53,606 10.120% 4.500% 5.750% 6.500% 10.677% 8.000% 9.250% 10.000% 10.120% 6.000% 7.250% 8.000% 8.235% 4.000% 5.000% 85 Luzerne Bank (In Thousands) Common Equity Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Risk-weighted Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . Minimum To Maintain Capital Conservation Buffer . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier I Capital (to Average Assets) Actual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For Capital Adequacy Purposes . . . . . . . . . . . . . . . . . . . . . . . . To Be Well Capitalized. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ 2018 2017 Amount Ratio Amount Ratio 35,378 15,824 22,417 22,856 37,283 28,130 34,723 35,163 35,378 21,098 27,691 28,131 35,378 16,350 20,438 10.061% $ 4.500% 6.375% 6.500% 10.603% $ 8.000% 9.875% 10.000% 10.061% $ 6.000% 7.875% 8.000% 8.655% $ 4.000% 5.000% 31,116 14,389 18,386 20,785 32,533 25,581 29,578 31,977 31,116 19,186 23,183 25,581 31,116 14,845 18,557 9.731% 4.500% 5.750% 6.500% 10.174% 8.000% 9.250% 10.000% 9.731% 6.000% 7.250% 8.000% 8.384% 4.000% 5.000% NOTE 20 - REGULATORY RESTRICTIONS The Pennsylvania Banking Code restricts the availability of capital funds for payment of dividends by all state-chartered banks. Accordingly, at December 31, 2018, the balance in the additional paid in capital account totaling $11,657,000 for JSSB and $42,214,000 for Luzerne is unavailable for dividends. The Banks are subject to regulatory restrictions, which limit the ability to loan funds to Penns Woods Bancorp, Inc. At December 31, 2018, the regulatory lending limit amounted to approximately $18,895,000. Cash and Due from Banks JSSB and Luzerne had no reserve requirements by the district Federal Reserve Bank at December 31, 2018 or 2017; however, if they did they would be reported with cash and due from banks. 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. 86 NOTE 21 - FAIR VALUE MEASUREMENTS The following disclosures show the hierarchal disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing observations are as follows: Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed. Level III: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. The following table presents the assets reported on the balance sheet at their fair value on a recurring basis as of December 31, 2018 and 2017, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. (In Thousands) Level I Level II Level III Total 2018 Assets measured on a recurring basis: Investment securities, available for sale: Mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment equity securities: . . . . . . . . . . . . . . . . . . . . . . . Financial institution equity securities . . . . . . . . . . . . . . . Other equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities, trading: Other equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 6,153 $ — $ — — 552 1,224 36 79,541 48,591 — — — 2017 — — — — — 6,153 79,541 48,591 552 1,224 36 (In Thousands) Level I Level II Level III Total Assets measured on a recurring basis: Investment securities, available for sale: Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . State and political securities . . . . . . . . . . . . . . . . . . . . . . Other debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment equity securities: . . . . . . . . . . . . . . . . . . . . . . . Financial institution equity securities . . . . . . . . . . . . . . . Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities, trading: Other equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 4,213 $ — $ — — 1,265 1,251 190 56,508 47,906 — — — — — — — — 4,213 56,508 47,906 1,265 1,251 190 87 The following table presents the assets reported on the balance sheet at their fair value on a non-recurring basis as of December 31, 2018 and 2017, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. (In Thousands) Assets measured on a non-recurring basis: Impaired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . (In Thousands) Assets measured on a non-recurring basis: Impaired loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . Level I Level II Level III Total 2018 — $ — — $ — $ 18,704 402 18,704 402 Level I Level II Level III Total 2017 — $ — — $ — $ 12,262 143 12,262 143 $ $ The following table provides a listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques as of December 31, 2018 and 2017: Quantitative Information About Level III Fair Value Measurements 2018 (In Thousands) Fair Value Valuation Technique(s) Unobservable Inputs Range Weighted Average Impaired loans . . . . . . . . . $ 12,929 Discounted cash flow Temporary reduction in payment amount 7% to (70)% (6)% Probability of default —% Other real estate owned . . $ 402 Appraisal of collateral (1) Appraisal adjustments (1) (20)% 5,775 Appraisal of collateral (1) Appraisal adjustments (1) 0 to (90)% (20)% (20)% Quantitative Information About Level III Fair Value Measurements 2017 (In Thousands) Fair Value Valuation Technique(s) Unobservable Inputs Range Weighted Average Impaired loans . . . . . . . . . $ 6,583 Discounted cash flow Temporary reduction in payment amount 3% to (70)% (4)% Probability of default —% Other real estate owned . . $ 143 Appraisal of collateral (1) Appraisal adjustments (1) (20)% 5,679 Appraisal of collateral (1) Appraisal adjustments (1) 0 to (20)% (17)% (20)% (1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The significant unobservable inputs used in the fair value measurement of the Corporation’s impaired loans using the discounted cash flow valuation technique include temporary changes in payment amounts and the probability of default. Significant increases (decreases) in payment amounts would result in significantly higher (lower) fair value measurements. The probability of default is 0% for impaired loans using the discounted cash flow valuation technique because all defaulted impaired loans are valued using the appraisal of collateral valuation technique. The significant unobservable input used in the fair value measurement of the Corporation’s impaired loans using the appraisal of collateral valuation technique include appraisal adjustments, which are adjustments to appraisals by management for qualitative factors such as economic conditions and estimated liquidation expenses. The significant unobservable input used in the fair value measurement of the Corporation’s other real estate owned are the same inputs used to value impaired loans using the appraisal of collateral valuation technique. 88 NOTE 22 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Corporation is required to disclose fair values for its financial instruments. Fair values are made at a specific point in time, based on relevant market information and information about the financial instrument. These fair values do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument. Also, it is the Corporation’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 Corporation’s financial instruments, fair values are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the fair values. Fair values have been determined by the Corporation using historical data and an estimation methodology suitable for each category of financial instruments. The Corporation’s fair values, methods, and assumptions are set forth below for the Corporation’s other financial instruments. As certain assets and liabilities, such as deferred tax assets, premises and equipment, and many other operational elements of the Corporation, are not considered financial instruments but have value, the fair value of financial instruments would not represent the full fair value of the Corporation. The fair values of the Corporation’s financial instruments not required to be measured or reported at fair value are as follows at December 31, 2018 and 2017: (In Thousands) Financial assets: Cash and cash equivalents (1) . . . . . . Restricted investment in bank stock . Loans held for sale (1) . . . . . . . . . . . . Loans, net . . . . . . . . . . . . . . . . . . . . . Bank-owned life insurance (1) . . . . . . Accrued interest receivable (1) . . . . . Financial liabilities: Interest-bearing deposits . . . . . . . . . . Noninterest-bearing deposits (1) . . . . Short-term borrowings (1) . . . . . . . . . Long-term borrowings . . . . . . . . . . . Accrued interest payable (1) . . . . . . . Carrying Value Fair Value Fair Value Measurements at December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) $ 66,742 $ 66,742 $ 66,742 $ — $ 18,862 2,929 18,862 2,929 1,370,920 1,381,581 28,627 5,334 28,627 5,334 18,862 2,929 — 28,627 5,334 — — — — — — — — 1,381,581 — — $ 899,089 $ 882,108 $ 612,478 $ — $ 269,630 320,814 167,865 138,942 1,150 320,814 167,865 137,773 1,150 320,814 167,865 — 1,150 — — — — — — 137,773 — (1) The financial instrument is carried at cost at December 31, 2018, which approximate the fair value of the instruments 89 (In Thousands) Financial assets: Cash and cash equivalents. . . . . . . . . Restricted investment in bank stock . 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 . . . . . . . . . . . Accrued interest payable . . . . . . . . . . Carrying Value Fair Value Fair Value Measurements at December 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level I) Significant Other Observable Inputs (Level II) Significant Unobservable Inputs (Level III) $ 27,243 $ 27,243 $ 27,243 $ — $ 13,332 1,196 13,332 1,196 1,233,756 1,264,584 27,982 4,321 27,982 4,321 13,332 1,196 — 27,982 4,321 — — — — — — 1,264,584 — — $ 843,004 $ 838,441 $ 611,187 $ — $ 227,254 303,316 100,748 70,970 502 303,316 100,748 70,280 502 303,316 100,748 — 502 — — — — — — 70,280 — The methods and assumptions used by the Corporation in estimating fair values of financial instruments at December 31, 2018 is in accordance with ASC Topic 825, Financial Instruments, as amended by ASU 2016-01 which requires public entities to use exit pricing in the calculation of the above tables. Prior period fair value calculations were ran on the assumption of entry pricing and therefore the comparability between the periods above are diminished. Cash and Cash Equivalents, Trading Securities, Loans Held for Sale, Accrued Interest Receivable, Short-term Borrowings, and Accrued Interest Payable: The fair value is equal to the carrying value. Investment Debt Securities and Equity Securities: The fair value of investment securities available for sale and investment equity securities are equal to the available quoted market price. If no quoted market price is available, fair value is determined by using the quoted market price for similar securities. Regulatory stocks’ fair value is equal to the carrying value. Loans: Fair values are determined 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 market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Corporation’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. 90 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, 2018 and 2017. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The fair values 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 fair value of off-balance sheet items at December 31, 2018 and 2017. The contractual amounts of unfunded commitments and letters of credit are presented in Note 18. NOTE 23 - 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES AND SHAREHOLDERS’ EQUITY: Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liability and shareholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ CONDENSED STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 2017 247 $ 132 140,476 131,637 2,694 295 143,712 176 143,536 143,712 $ $ $ 5,685 889 138,343 149 138,194 138,343 (In Thousands) Operating income: 2018 2017 2016 Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,091 $ 6,973 (1,360) 14,704 13,579 $ $ $ $ 11,352 (908) (671) 9,773 10,545 $ 10,007 3,128 (660) 12,475 11,346 $ $ 91 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 earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FINANCING ACTIVITIES: Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used for financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CASH, BEGINNING OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CASH, END OF YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2018 2017 2016 $ 14,704 $ 9,773 $ 12,475 (6,973) 620 8,351 (8,818) 582 — (8,236) 115 132 247 908 (525) 10,156 (8,837) 116 (1,881) (10,602) (446) 578 $ 132 $ (3,128) 344 9,691 (8,903) 101 (574) (9,376) 315 263 578 NOTE 24 - CONSOLIDATED QUARTERLY FINANCIAL DATA (UNAUDITED) (In Thousands, Except Per Share Data) For the Three Months Ended 2018 March 31, June 30, Sept. 30, Dec. 31, $ 13,201 $ 14,111 $ 15,198 $ Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income, excluding securities gains . . . . . . . . Securities gains (losses), net . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax provision . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . (In Thousands, Except Per Share Data) 2017 Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income, excluding securities gains . . . . . . . . Securities gains, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income tax provision . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - basic . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per share - diluted . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ $ 2,048 11,153 160 2,121 (40) 9,277 3,797 589 3,208 0.68 0.68 $ $ $ 2,408 11,703 335 2,347 15 9,517 4,213 733 3,480 0.74 0.74 $ $ $ 2,943 12,255 480 2,613 (24) 9,681 4,683 857 3,826 0.82 0.82 $ $ $ 16,236 3,537 12,699 760 2,594 (165) 9,532 4,836 640 4,196 0.89 0.89 For the Three Months Ended March 31, June 30, Sept. 30, Dec. 31, 11,682 $ 12,209 $ 12,948 $ 1,346 10,336 330 2,452 199 8,985 3,672 986 2,686 0.57 0.56 $ $ $ 1,385 10,824 215 2,775 (12) 9,063 4,309 1,223 3,086 0.65 0.65 $ $ $ 1,496 11,452 60 2,442 298 9,566 4,566 1,282 3,284 0.70 0.70 $ $ $ 13,138 1,670 11,468 125 2,483 107 9,248 4,685 3,968 717 0.16 0.15 92 Note 25. Revenue Recognition On January 1, 2018, the Corporation adopted ASU No. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606 using the modified retrospective method, and applied the guidance to all contracts in scope that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The core principle of Topic 606, Revenue from Contracts with Customers, is that an entity recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. Topic 606 requires entities to exercise more judgment when considering the terms of a contract than under Topic 605, Revenue Recognition. Topic 606 applies to all contracts with customers to provide goods or services in the ordinary course of business, except for contracts that are specifically excluded from its scope. Topic 606 does not apply to revenue associated with interest income on financial instruments, including loans and securities. Additionally, certain noninterest income streams such as certain credit and debit card fees, income from bank owned life insurance, and gain and losses on sales of investment securities are out of scope of Topic 606. Topic 606 is applicable to noninterest revenue streams such as service charges on deposit accounts, merchant income, wire transfer income, check cashing fees, check printing fees, safe deposit box rental fees, life insurance and brokerage commissions. These revenue streams are largely transactional based and revenue is recognized upon completion of transaction. Principal versus Agent Considerations When more than one party is involved in providing goods or services to a customer, Topic 606 requires the Corporation to determine whether it is the principal or an agent in these transactions by evaluating the nature of its promise to the customer. An entity is a principal and therefore records revenue on a gross basis if it controls a promised good or service before transferring that good or service to the customer. An entity is an agent and records as revenue the net amount it retains for its agency services if its role is to arrange for another entity to provide the goods or services. The Corporation most commonly acts as a principal and records revenue on a gross basis, except in certain circumstances. As an example, revenues earned from interchange fees, in which the Corporation acts as an agent, are recorded as non-interest income, net of the related expenses paid to the principal. Brokerage and insurance commissions are recognized when The M Group's services to the broker dealer and investment representative are complete. Debit Card Fees Interchange fees are one source of debit and credit card income that is comprised of an amount merchants pay card-issuing banks for the processing of their electronic transactions as a form of payment. ATM service charges, check card usage, and POS debit card transactions generate interchange and debit card income. Per Topic 606 interchange and debit card transaction fees are reported net of related network costs. See Note 1 - Recent Accounting Pronouncements. Prior to the adoption of Topic 606, non-interest expense included network costs. Interchange and debit card transaction fees at December 31, 2018 are reported on a net basis of $1,534,000; for the corresponding periods of 2017 and 2016 such amounts were $1,312,000 and $1,327,000, respectively. The below table compares gross interchange and debit card transaction fees net network costs for 2018, 2017 and 2016: (In Thousands) Debit card transaction fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other processing service fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross interchange and card based transaction fees. . . . . . . . . . . . . . . . Network costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interchange and card based transaction fees . . . . . . . . . . . . . . . . . $ $ 2018 2017 2016 2,117 $ 1,960 $ 275 2,392 858 263 2,223 911 1,534 $ 1,312 $ 1,896 314 2,210 883 1,327 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 93 ITEM 9A CONTROLS AND PROCEDURES The Corporation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer along with the Corporation’s President and Chief Financial Officer, conducted an evaluation of the effectiveness as of December 31, 2018 of the design and operation of the Corporation’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based upon that evaluation, the Corporation’s President and Chief Executive Officer along with the Corporation’s Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of December 31, 2018. There have been no changes in the Corporation’s internal control over financial reporting during the fourth quarter of 2018 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management of the Corporation 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 Corporation’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 Corporation’s internal control over financial reporting as of December 31, 2018. Management’s assessment did not identify any material weaknesses in the Corporation’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" issued by COSO in May 2013. Because there were no material weaknesses discovered, management believes that, as of December 31, 2018, the Corporation’s internal control over financial reporting was effective. S.R. Snodgrass, P.C. an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K, and, as part of the audit, has issued a report, which appears below, on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2018. Date: March 12, 2019 /s/ Richard A. Grafmyre Chief Executive Officer /s/ Brian L. Knepp President and Chief Financial Officer (Principal Financial Officer) 94 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Penns Woods Bancorp, Inc. Opinion on Internal Control over Financial Reporting We have audited Penns Woods Bancorp, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, of the Company, and our report dated March 12, 2019, expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit 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 audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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. 95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. Cranberry Township, Pennsylvania March 12, 2019 96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 its Committees,” “Election of Directors,” “Information as to Nominees and Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Principal Officers of the Corporation,” and “Certain Transactions” in the Corporation’s Proxy Statement for the Corporation’s 2019 annual meeting of shareholders (the “Proxy Statement”) is incorporated herein by reference. ITEM 11 EXECUTIVE COMPENSATION Information appearing under the captions “Compensation of Directors," “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Nonqualified Deferred Compensation,” “Retirement Plan,” “Potential Post-Employment Payments,” and "Compensation Committee Interlocks and Insider Participation" 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. Securities Authorized for Issuance Under Equity Compensation Plans The following tables provide certain information regarding securities issued or issuable under the Corporation’s equity compensation plan as of December 31, 2018: Number of Securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for issuance under equity plans (excluding securities reflected in first column) Equity compensation plan approved by security holders ......... Equity compensation plan not approved by security holders ... Total .......................................................................................... 263,700 — 263,700 $ $ 45.12 — 45.12 319,050 — 319,050 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information appearing under the captions “Election of Directors” and “Certain Transactions” in the Proxy Statement is incorporated herein by reference. ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES The information appearing in the Proxy Statement under the captions, “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “Other Fees,” and “Pre-Approval of Audit and Permissible Non-Audit Services” is incorporated herein by reference. 97 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES PART IV (a)1. Financial Statements The following consolidated financial statements and reports are set forth in Item 8: Report of Independent Auditors Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Shareholders’ Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 98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) (3)(ii) (10)(i) (10)(ii) (10)(iii) (10)(iv) (10)(v) (21) (23) (31)(i) (31)(ii) (32)(i) (32)(ii) Exhibit 101 Articles of Incorporation of the Registrant, as presently in effect. Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011). 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). Employment Agreement, dated December 31, 2018, among Penns Woods Bancorp, Inc. and Brian L. Knepp (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2018).* Amended and Restated Employment Agreement, dated September 27, 2018, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Richard A. Grafmyre (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 28, 2018).* Employment Agreement, dated February 1, 2014, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Aron M. Carter (incorporated by reference to Exhibit 10.5 of the Registrant's Annual Report on Form 10- K for the year ended December 31, 2016).* Employment Agreement, dated February 1, 2014, among Penns Woods Bancorp, Inc., Jersey Shore State Bank and Michelle M. Karas (incorporated by reference to Exhibit 10.6 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016).* Subsidiaries of the Registrant. Consent of Independent Certified Public Accountants. Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer. Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal Financial Officer. Section 1350 Certification of Chief Executive Officer. Section 1350 Certification of Principal Financial Officer. Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at December 31, 2018 and December 31, 2017; (ii) the Consolidated Statement of Income for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017, and 2016; (iv) the Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017, and 2016; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections. * Denotes compensatory plan or arrangement. 99EXHIBIT INDEX (3) (i) (21) (23) (31) (i) (31) (ii) (32) (i) (32) (ii) Exhibit 101 Articles of Incorporation of the Registrant, as presently in effect Subsidiaries of the Registrant. Consent of Independent Certified Public Accountants. Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer. Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal Financial Officer. Section 1350 Certification of Chief Executive Officer. Section 1350 Certification of Principal Financial Officer. Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheet at December 31, 2018 and December 31, 2017; (ii) the Consolidated Statement of Income for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 2017, and 2016; (iv) the Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017, and 2016; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. As provided in Rule 406T of Regulation S-T, this interactive data file shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed “filed” or part of any registration statement or prospectus for purposes of Section 11 or 12 under the Securities Act of 1933, or otherwise subject to liability under those sections. 100 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. SIGNATURES March 12, 2019 PENNS WOODS BANCORP, INC. /s/ Richard A. Grafmyre Chief Executive Officer 101 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: /s/ Richard A. Grafmyre Richard A. Grafmyre, Chief Executive Officer and Director (Principal Executive Officer) /s/ Brian L. Knepp Brian L. Knepp, President and Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ R. Edward Nestlerode, Jr. R. Edward Nestlerode, Jr., Chairman of the Board /s/ Daniel K. Brewer Daniel K. Brewer, Director /s/ Michael J. Casale, Jr. Michael J. Casale, Jr., Director /s/ William J. Edwards William J. Edwards, Director /s/ James M. Furey, II James M. Furey, II, Director /s/ D. Michael Hawbaker D. Michael Hawbaker, Director /s/ Cameron W. Kephart Cameron W. Kephart, Director /s/ Leroy H. Keiler, III Leroy H. Keiler, III, Director /s/ Joseph E. Kluger Joseph E. Kluger, Director /s/ John G. Nackley John G. Nackley, Director /s/ Jill F. Schwartz Jill F. Schwartz, Director /s/ William H. Rockey William H. Rockey, Director /s/ Ronald A. Walko Ronald A. Walko, Director March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 March 12, 2019 102 ARTICLES OF INCORPORATION, AS AMENDED Exhibit 3 (i) 1. The name of the corporation is Penns Woods Bancorp, Inc. 2. The location and post office address of the initial registered office of the corporation in this Commonwealth is 115 S. Main Street, Jersey Shore, Pennsylvania 17740. 3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes: To have unlimited power to engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania. The corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania (Act of May 5, 1933, P.L. 364 as amended). 4. The term for which the corporation is to exist is perpetual. 5. The corporation shall have authority to issue (i) fifteen million (15,000,000) shares of common stock, par value $8.33 per share, and (ii) three million (3,000,000) shares of preferred stock, having such par value as the Board of Directors shall fix and determine (the “Preferred Stock”). The Preferred Stock may be issued from time to time as a class without series or, if so determined by the Board of Directors of the corporation, either in whole or in part, in one or more series. There is hereby expressly granted to and vested in the Board of Directors of the corporation authority to fix and determine (except as fixed and determined herein), by resolution, the par value, voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, including specifically, but not limited to, the dividend rights, conversion rights, redemption rights and liquidation preferences, if any, of any wholly unissued series of Preferred Stock (or the entire class of Preferred Stock if none of such shares have been issued), the number of shares constituting any such series and the terms and conditions of the issue thereof. Prior to the issuance of any shares of Preferred Stock, a statement setting forth a copy of each such resolution or resolutions and the number of shares of Preferred Stock of each such class or series shall be executed and filed in accordance with the Pennsylvania Business Corporation Law. Unless otherwise provided in any such resolution or resolutions, the number of shares of capital stock of any such class or series so set forth in such resolution or resolutions may thereafter be increased or decreased (but not below the number of shares then outstanding), by a statement likewise executed and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the Board of Directors of the corporation. In case the number of such shares shall be decreased, the number of shares so specified in the statement shall resume the status they had prior to the adoption of the first resolution or resolutions. 6. The name(s) and post office address(es) of each incorporator(s) and the number and class of shares subscribed for by such incorporator(s) is (are): Name Theodore H. Reich Raymond D. Eck Howard N. Thompson Address No. and Class of Shares 226 Front Street, Jersey Shore, PA 17740 R.D. 2 Jersey Shore, PA 17740 P.O. Box 504 Jersey Shore, PA 17740 1 1 1 7. Cumulative voting rights shall not exist with respect to the election of directors. 8. A. The Board of Directors may, if it deems it advisable, oppose a tender, or other offer for the corporation’s securities, whether the offer is in cash or in securities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but it is not legally obligated to, consider any pertinent issues; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider any and all of the following: (1) Whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation. (2) Whether a more favorable price could be obtained for the corporation’s securities in the future. (3) The impact which an acquisition of the corporation would have on its employees, depositors and customers of the corporation and its subsidiaries in the community which they serve. 103 (4) The reputation and business practices of the offeror and its management and affiliates as they would affect the employees, depositors and customers of the corporation and its subsidiaries and the future value of the corporation’s stock. (5) The value of the securities, if any, which the offeror is offering in exchange for the corporation’s securities, based on an analysis of the worth of the corporation as compared to the corporation or other entity whose securities are being offered. (6) Any antitrust or other legal and regulatory issues that are raised by the offer. B. If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any and all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring the authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity. 9. The Board of Directors of the corporation shall be divided into three classes, the respective terms of office of which shall end in successive years. The number of directors in each class shall be specified in the Bylaws and shall be nearly as equal as possible. Unless they are elected to fill vacancies, the directors in each class shall be elected to hold office until the third successive annual meeting of shareholders after their election and until their successors shall have been elected and qualified. At each annual meeting of shareholders the directors of only one class shall be elected, except directors who may be elected to fill vacancies. 10. No holder of shares of any class or of any series of any class shall have any preemptive right to subscribe for, purchase or receive any shares of the corporation, whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options to purchase any such shares of the corporation, or any options or rights to purchase any such shares or securities, issued or sold by the corporation for cash or any other form of consideration, and any such shares, securities or rights may be issued or disposed of by the Board of Directors to such persons and on such terms as the Board in its discretion shall deem advisable. 11. The corporation shall have authority to borrow money and the Board of Directors, without the approval of the shareholders and acting within their sole discretion, shall have the authority to issue debt instruments of the corporation upon such terms and conditions and with such limitation as the Board of Directors deems advisable. The authority of the Board of Directors shall include, but not be limited to, the power to issue convertible debentures. 12. Every person who is or was a director, officer, employee, or agent of the corporation, or of any corporation which he served as such at the request of the corporation, shall be indemnified by the corporation to the fullest extent permitted by law against all expenses and liabilities reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made, or threatened to be made, any party, or in which he may become involved by reason of his being or having been a director, officer, employee or agent of the corporation, or of such other corporation, whether or not he is a director, officer, employee or agent of the corporation or such other corporation at the time the expenses or liabilities are incurred. 13. No merger, consolidation, liquidation or dissolution of the corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the corporation shall be valid unless first approved by the affirmative vote of the holders of at least sixty-six and 2/3 percent (66-2/3%) of the outstanding shares of Common Stock. This Article 12 may not be amended unless first approved by the affirmative vote of the holders of at least sixty-six and 2/3 percent (66-2/3%) of the outstanding shares of Common Stock. Notwithstanding the preceding sentence, this Article 13 shall not apply to any merger, consolidation, share exchange or similar transaction involving the Corporation if (i) members of the Board of Directors of the Corporation will constitute at least a majority of the Board of Directors of the surviving or new corporation or entity immediately after the transaction and (ii) shareholders of the Corporation will hold in the aggregate voting shares of the surviving or new corporation or entity to be outstanding immediately after completion of the transaction entitled to cast at least a majority of the votes entitled to be cast generally for the election of directors. This Article may not be amended unless first approved by the affirmative vote of the holders of at least sixty-six and two thirds percent (66-2/3%) of the outstanding shares of Common Stock in addition to any other vote of security holders otherwise required by these Articles of Incorporation or by law. 104 Subsidiaries of the Registrant Exhibit 21 State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania Luzerne Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania Woods Real Estate Development Company, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania Woods Investment Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware The M Group (subsidiary of the Jersey Shore State Bank) . . . . . . . . . . . . . . . . . . Pennsylvania United Insurance Solutions, LLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania 105 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23 We consent to the incorporation by reference in Registration Statements File No. 333-205722, File No. 333-134585, and File No. 333-58682 on Form S-8 of Penns Woods Bancorp, Inc. of our report dated March 12, 2019, relating to our audit of the consolidated financial statements and internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K of Penns Woods Bancorp, Inc. for the year ended December 31, 2018. Cranberry Township, Pennsylvania March 12, 2019 106 Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer I, Richard A. Grafmyre, certify that: 1. I have reviewed this annual report on Form 10-K of Penns Woods Bancorp, Inc.; Exhibit 31(i) 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 Registrant as of, and for, the periods presented in this report; 4. The registrant’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 Registrant 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 registrant, 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 registrant’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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 12, 2019 /s/ Richard A. Grafmyre Richard A. Grafmyre Chief Executive Officer (Principal Executive Officer) 107 Exhibit 31(ii) Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer I, Brian L. Knepp, certify that: 1. I have reviewed this annual report on Form 10-K of Penns Woods Bancorp, Inc.; 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 registrant as of, and for, the periods presented in this report; 4. The registrant’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 registrant 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 registrant, 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 registrant’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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 12, 2019 /s/ Brian L. Knepp Brian L. Knepp President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 108 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, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Grafmyre, 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) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Richard A. Grafmyre Richard A. Grafmyre Chief Executive Officer March 12, 2019 109 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, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian L. Knepp, Chief Financial 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) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Brian L. Knepp Brian L. Knepp Chief Financial Officer March 12, 2019 110 BOARD OF DIRECTORS Penns Woods Bancorp, Inc. Daniel K. Brewer ......................... Principal, McKonly & Asbury, LLP Michael J. Casale, Jr. ................... Principal, Michael J. Casale, Jr., Esq., LLC William J. Edwards ..................... President & Owner of JEB Environmental Technologies, Inc. James M. Furey, II ....................... Retired Former President & Owner of Eastern Wood Products Richard A. Grafmyre ................... Chief Executive Officer of the Corporation & JSSB D. Michael Hawbaker.................. Executive Vice President of Glenn O. Hawbaker, Inc. Leroy H. Keiler, III ...................... Leroy H. Keiler, III, Attorney at Law Cameron W. Kephart ................... Executive Vice President, Susquehanna Transit Company Joseph E. Kluger ......................... Vice Chairman of the Corporation, Chairman of the Board of Luzerne, Managing Principal of Hourigan, Kluger & Quinn P.C. Brian L. Knepp ............................ President of the Corporation & Chief Financial Officer of the Corporation, JSSB, and Luzerne John G. Nackley .......................... President & CEO of InterMetro Industries Corporation R. Edward Nestlerode, Jr. ............ Chairman of the Board of the Corporation, President and Chief Executive Officer of Nestlerode Contracting Co., Inc. William H. Rockey ...................... Retired; Former Senior Vice President of the Corporation & JSSB; Former President of First National Bank of Spring Mills Jill F. Schwartz ............................ Senior Partner of Wyoming Weavers; President of Fortune Fabrics, Inc.; Owner of Gosh Yarn It! Ronald A. Walko ......................... Retired; Former President and Chief Executive Officer of the Corporation and JSSB Jersey Shore State Bank Daniel K. Brewer ......................... Principal, McKonly & Asbury, LLP Michael J. Casale, Jr. ................... Principal, Michael J. Casale, Jr., Esq., LLC William J. Edwards ..................... President & Owner of JEB Environmental Technologies, Inc. James M. Furey, II ....................... Retired Former President & Former Owner of Eastern Wood Products Richard A. Grafmyre ................... Chief Executive Officer of the Corporation D. Michael Hawbaker.................. Executive Vice President of Glenn O. Hawbaker, Inc. Leroy H. Keiler, III ...................... Leroy H. Keiler, III, Attorney at Law Cameron W. Kephart ................... Executive Vice President, Susquehanna Transit Company Brian L. Knepp ............................ President of the Corporation, Chief Financial Officer of the Corporation & JSSB Charles E. Kranich, II .................. President of Kranich’s Jewelers Robert Q. Miller .......................... President of Miller Brothers Auto Sales & Mor Car Rentals R. Edward Nestlerode, Jr. ............ Chairman of the Board of the Company, President and Chief Executive Officer of Nestlerode Contracting Co., Inc. William H. Rockey ...................... Retired; Former Senior Vice President of the Company & JSSB; Former President of First National Bank of Spring Mills Ronald A. Walko ......................... Retired; Former President and Chief Executive Officer of the Company and JSSB Karen S. Young............................ President of JSSB 111 Luzerne Bank Patricia Finan Castellano ............ Health Care Consultant James F. Clemente ...................... Managing Partner, Snyder & Clemente Robert G. Edgerton ..................... President & Chief Executive Officer of Luzerne Richard A. Grafmyre ................... Chief Executive Officer of the Corporation Joseph E. Kluger ......................... Chairman of the Board of Luzerne, Managing Principal of Hourigan, Kluger & Quinn P.C. Brian L. Knepp ........................... President of the Corporation, Chief Financial Officer of the Corporation & Luzerne Gary F. Lamont ........................... Principal, Conyngham Pass Co. Robert G. Lawrence .................... Partner, Lawrence & Cable, LLP John G. Nackley .......................... President and CEO of InterMetro Industries Corporation Jill F. Schwartz ............................ Senior Partner of Wyoming Weavers; President of Fortune Fabrics, Inc.; Owner of Angelo C. Terrana, Jr. ................. Principal, Terrana Law, P.C. Gosh Yarn It! 112 Jersey Shore State Bank Locations & Luzerne Bank Locations CLINTON COUNTY LYCOMING COUNTY MISSION STATEMENT To be the most significant regional community bank JERSEY SHORE LOCK HAVEN • CENTRE COUNTY • SNOW SHOE • MILL HALL • MONTOURSVILLE LOYALSOCK • • WILLIAMSPORT • DUBOISTOWN • MUNCY • MONTGOMERY Y LEWISBURG • • DANVILLE DALLAS • LAKE • LUZERNE • PLAINS • PITTSTON • FORTY FORT • WILKES-BARRE CONYNGHAM VALLEY • • HAZLE TWP LUZERNE COUNTY • ZION • SPRING MILLS • CENTRE HALL • STATE COLLEGE UNION COUNTY MONTOUR COUNTY Annual Report & Form 10-K 2018 001CSN38E2 

Continue reading text version or see original annual report in PDF format above