ex-13.htm

EX-13 2 ex-13.htm EXHIBIT 13 - ANNUAL REPORT ex-13.htm


2014 CONSOLIDATED FINANCIAL REPORT

Management's Discussion & Analysis	2
Management's Report on Internal Control Over Financial Reporting	22
Reports of Independent Registered Public Accounting Firm	23
Consolidated Balance Sheets	25
Consolidated Statements of Income	26
Consolidated Statements of Comprehensive Income	27
Consolidated Statements of Stockholders' Equity	28
Consolidated Statements of Cash Flows	29
Notes to Consolidated Financial Statements	31
Investor Information	68

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS

Introduction

This Management’s Discussion and Analysis and related financial data are presented to assist in the understanding and evaluation of the financial condition and results of operations for Norwood Financial Corp (the Company) and its subsidiary Wayne Bank (the Bank) as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, and 2012. This section should be read in conjunction with the consolidated financial statements and related footnotes.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words believes, anticipates, contemplates, expects, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in Federal and State laws, changes in interest rates, the ability to control costs and expenses, demand for real estate, changes in regulatory environment and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Critical Accounting Policies

Note 2 to the Company’s consolidated financial statements (incorporated by reference in Item 8 of the Form 10-K) lists significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of the Company and its results of operations.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the determination of other-than-temporary impairment on securities, the determination of goodwill impairment and the fair value of financial instruments. Please refer to the discussion of the allowance for loan losses calculation under “Non-performing Assets and Allowance for Loan Losses” in the “Financial Condition” section.

The deferred income taxes reflect temporary differences in the recognition of the revenue and expenses for tax reporting and financial statement purposes, principally because certain items are recognized in different periods for financial reporting and tax return purposes. Although realization is not assured, the Company believes it is more likely than not that all deferred tax assets will be realized.

In estimating other-than-temporary impairment losses on securities, the Company considers 1) the length of time and extent to which the fair value has been less than cost and 2) the financial condition of the issuer. The Company does not have the intent to sell these securities and it is more likely than not that it will not sell the securities before recovery of their cost basis. The Company believes that the unrealized losses at December 31, 2014 and 2013 represent temporary impairment of the securities.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

The fair value of financial instruments is based upon quoted market prices, when available. For those instances where a quoted price is not available, fair values are based upon observable market based parameters as well as unobservable parameters. Any such valuation is applied consistently over time.

In connection with the acquisition of North Penn, we recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of the net assets of the institution acquired at the date of acquisition. Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value.

Results of Operations – Summary

Net income for the Company for the year ended December 31, 2014 was $7,657,000 which was $808,000 lower than the $8,465,000 earned in 2013. Basic and diluted earnings per share were $2.10 in 2014 compared to $2.33 per share in 2013. The return on average assets (ROA) for the year ended December 31, 2014 was 1.08% and the return on average equity (ROE) was 7.92% compared to an ROA of 1.23% and an ROE of 9.13% in the prior year. The reduction in earnings from the prior year was the result of increased expenses related to foreclosed properties and a reduced level of proceeds from bank-owned life insurance policies which was partially offset by an increase in gains from the sale of loans and securities and a lower provision for loan losses.

Net interest income (fully taxable equivalent) totaled $25,818,000 which was a decrease of $39,000 from the 2013 total. Average loans outstanding increased $17.9 million in 2014 but a 30 basis point decrease in the yield earned resulted in a $618,000 reduction in interest income. The reduced yield was due to loan production at current market rates. Total average securities grew $5.2 million in 2014 which contributed to a $208,000 increase in interest income. Average interest-bearing deposits with banks were $7.2 million lower in 2014 and interest income in this area decreased $19,000. The mix of the funding base led to a reduction in interest expense as a 9 basis point reduction in the cost of interest-bearing deposits lead to reduced interest expense on deposits of $385,000 in spite of $1.8 million increase in average deposits. The cost of borrowed funds also decreased $5,000 compared to the prior year due to a reduced cost of long-term borrowings. As a result of the change in the mix and benefits derived from the downward repricing of deposits and borrowed funds, total interest expense was reduced by $390,000. The resulting net interest margin decreased 10 basis points to 3.90% in 2014 as a 17 basis point reduction in the yield earned was only partially offset by an 8 basis point decrease in the cost of funds.

Loans receivable decreased $2.0 million from the prior year-end due primarily to an $11.2 million reduction in commercial real estate loans which was the result of several significant payoffs received in 2014 and the transfer of nonperforming loans to foreclosed real estate. Other commercial loans increased $6.8 million in 2014 due to growth in municipal financing, while consumer installment loans increased $4.4 million. Residential mortgage loans and construction loans decreased $2.0 million, but this decrease includes the sale of $4.3 million of fixed-rate residential mortgage loans for the purpose of interest rate risk management. Total non-performing loans were reduced from $9.5 million and 1.90% of total loans at the end of 2013 to $5.6 million, or 1.12% of total loans on December 31, 2014. Net charge-offs totaled $1,513,000 in 2014 which was a reduction from the $2,194,000 recorded in 2013. Based on the level of charge-offs and non-performing loans, the Company determined that it would be appropriate to allocate $1.7 million to the allowance for loan losses to reserve for potential future losses which resulted in an increase in the ratio of the allowance for loan losses to total loans outstanding to 1.17% compared to 1.13% on December 31, 2013.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

Other income for the year ended December 31, 2014 totaled $5,110,000 compared to $5,615,000 in the prior year, a decrease of $505,000. Gains on the sale of loans and investment securities increased $309,000 in the aggregate but earnings and proceeds received on bank-owned life insurance policies decreased $701,000 while all other items of other income decreased $113,000, net. During 2013, the Company recorded a non-recurring gain of $770,000 from proceeds on a bank-owned life insurance policy.

Other expenses were $17,727,000 in 2014 compared to $16,705,000 for the similar period in 2013, an increase of $1,022,000. Salaries and benefits costs rose $169,000, or 2.0%, in 2014 due to merit increases. Occupancy and equipment costs decreased $19,000. Foreclosed real estate costs increased $988,000 over the prior period as several properties were acquired through foreclosure resulting in real estate taxes, write-downs or losses on sales as well as regular maintenance. All other operating expenses decreased $116,000, net. Income tax expense for the year totaled $2,606,000 which was a decrease of $100,000 from the prior year. The effective tax rate in 2014 was 25.4% compared to 24.2% in 2013 due primarily to the increase in earnings and proceeds received on bank owned life insurance policies in 2013.

The following table sets forth changes in net income (in thousands):



Net income 2013	$	8,465
Net interest income		(101	)
Provision for loan losses		720
Net gains on sales of loans and securities		309
Earnings and proceeds on bank owned life insurance		(701	)
Other income		(113	)
Salaries and employee benefits		(169	)
Occupancy, furniture and equipment		19
Foreclosed real estate owned		(988	)
Other expenses		116
Income tax expense		100
Net income for 2014	$	7,657

Net income for the Company for the year ended December 31, 2013 was $8,465,000 which was $62,000 higher than the $8,403,000 earned in 2012. Basic and diluted earnings per share were $2.33 in 2013, equal to the 2012 levels after adjusting for the 10% stock dividend declared during the first quarter of 2013. The return on average assets (ROA) for the year ended December 31, 2013 was 1.23% and the return on average equity (ROE) was 9.13% compared to an ROA of 1.23% and an ROE of 9.22% in the prior year. The improvement in earnings over the prior year was the result of increased other income and a reduction in income tax expense which offset increased operating expenses.

Net interest income (fully taxable equivalent) totaled $25,857,000 which was a decrease of $149,000 compared to 2012. Average loans outstanding increased $4.7 million in 2013 but a 26 basis point decrease in the yield earned resulted in a $1.0 million reduction in interest income. The reduced yield was due to growth and repricing at current market rates. Securities and interest-bearing deposits with banks grew $6.4 million in 2013, but lower interest rates also had a negative impact on total earnings as interest income decreased $208,000 in this area. The mix of the funding base led to a reduction in interest expense as a $10.4 million decrease in certificates of deposit was offset by a $10.2 million increase in average demand balances. As a result of the change in the mix and benefits derived from the downward repricing of deposits and borrowed

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

funds, total interest expense was reduced by $1.1 million. The resulting net interest margin decreased 10 basis points to 4.00% in 2013 as a 27 basis point reduction in the yield earned was only partially offset by a 21 basis point decrease in the cost of funds.

Loans receivable increased $26.4 million in 2013 due to growth in both commercial loans and residential mortgage loans. Total commercial loans increased $9.3 million during the year comprised of growth in dealer floor plan balances, municipal financing and traditional commercial lending. Residential mortgage loans grew $8.8 million after the sale of $4.0 million of long-term fixed rate loans to reduce exposure to rising interest rates. All other retail loans grew $8.3 million during the year including increases in construction lending as well as both direct and indirect installment loans. Total non-performing loans were reduced from $13.2 million and 2.77% of total loans at the end of 2012 to $9.5 million, or 1.90% of total loans on December 31, 2013. Net charge-offs totaled $2,194,000 in 2013 which was a reduction from the $2,406,000 recorded in 2012. Based on the level of charge-offs and non-performing loans, the Company determined that it would be appropriate to allocate $2.4 million to the allowance for loan losses to reserve for potential future losses and to maintain the ratio of the allowance for loan losses to total loans outstanding at 1.13% compared to 1.15% on December 31, 2012.

Other income totaled $5,615,000 in 2013 compared to $5,206,000 in the prior year, increasing $409,000 or 7.9%. Net gains from the sales of residential mortgage loans and securities decreased $637,000 in the aggregate when compared to 2012 due to reduced opportunities for gains. Earnings and proceeds received on bank owned life insurance policies increased $847,000 in 2013 while all other service charges and fees improved $199,000, or 6.6%, over the 2012 total.

Other expenses were $16,705,000 in 2013 compared to $16,081,000 for the similar period in 2012, an increase of $624,000, or 3.9%. Salaries and benefits costs increased $44,000, or 0.5%, in 2013 as staffing levels were controlled or reduced through attrition. Occupancy and equipment costs increased $141,000, or 7.1%, due to increases in utility costs, real estate taxes and building maintenance. Foreclosed real estate costs increased $350,000 in 2013 as several properties acquired through foreclosure resulted in write-downs or losses on sales as well as regular maintenance. Income tax for the year totaled $2,706,000 which was a decrease of $330,000 from the prior year. The effective tax rate in 2013 was 24.2% compared to 26.5% in 2012 due primarily to the increase in earnings and proceeds received on bank owned life insurance policies.

The following table sets forth changes in net income (in thousands):



Net income 2012	$	8,403
Net interest income		(103	)
Provision for loan losses		50
Net gains on sales of loans and securities		(637	)
Earnings and proceeds on bank owned life insurance		847
Other income		199
Salaries and employee benefits		(44	)
Occupancy, furniture and equipment		(141	)
Foreclosed real estate owned		(350	)
Other expenses		(89	)
Income tax expense		330
Net income for 2013	$	8,465

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

FINANCIAL CONDITION

Total Assets

Total assets as of December 31, 2014, were $711.6 million compared to $711.2 million as of year-end 2013, an increase of $400,000. Loans outstanding decreased $2.0 million and total securities decreased $1.9 million.

Loans Receivable

As of December 31, 2014, loans receivable totaled $501.1 million compared to $503.1 million as of year-end 2013, a decrease of $2.0 million. Retail loans grew $2.4 million, but this growth was offset by a $4.4 million decrease in commercial loans during the year. Included in the decrease was $4.7 million of loans that were transferred to foreclosed real estate in 2014.

Residential real estate loans, which includes home equity lending, totaled $158.1 million as of December 31, 2014, compared to $158.8 million as of year-end 2013, a decrease of $700,000. The Company does not originate any non-traditional mortgage products such as interest-only loans or option adjustable rate mortgages and has no sub-prime mortgage exposure. The Company evaluates sales of its long-term, fixed-rate residential loan production for interest rate risk management, with $4.3 million of long-term, fixed-rate loans sold into the secondary market during 2014. In the current low interest rate environment, the Company expects to continue selling mortgage loans in 2015. The Company’s home equity loan portfolio, which is included in residential real estate loans, increased $800,000 in 2014.

Commercial loans consist principally of loans made to small businesses within the Company’s market and are usually secured by real estate or other assets of the borrower. Commercial real estate loans totaled $262.0 million as of December 31, 2014, decreasing from $273.1 million as of December 31, 2013. The decrease was attributable to a significant volume of payoffs received in 2014 and the transfer of over $4 million of nonperforming loans to foreclosed real estate. The terms for commercial real estate loans are typically 15 to 20 years, with adjustable rates based on a spread to the prime rate or fixed for the initial three to five year period then adjusting to a spread to the prime rate. The majority of the Company’s commercial real estate portfolio is owner occupied and includes the personal guarantees of the principals. Commercial loans consisting principally of lines of credit and term loans secured by equipment or other assets increased $6.8 million to $42.5 million as of December 31, 2014 due to growth in municipal financing.

The Company’s indirect lending portfolio (included in consumer loans to individuals) increased $4.2 million to $14.2 million as of December 31, 2014.

Allowance for Loan Losses and Non-Performing Assets

The allowance for loan losses totaled $5,875,000 as of December 31, 2014 and represented 1.17% of total loans receivable compared to $5,708,000 and 1.13% of total loans as of year-end 2013. Net charge-offs for 2014 totaled $1,513,000 and represented 0.30% of average loans compared to $2,194,000 and 0.45% of average loans in 2013.

Non-performing assets consist of non-performing loans and real estate owned as a result of foreclosure, which is held for sale. Loans are placed on non-accrual status when management believes that a borrower’s financial condition is such that collection of interest is doubtful. Commercial and real estate related loans are generally placed on non-accrual when interest is 90 days delinquent. When loans are placed on non-accrual, accrued interest is reversed from current earnings.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

As of December 31, 2014, non-performing loans totaled $5,600,000 and represented 1.12% of total loans compared to $9,547,000 or 1.90% as of December 31, 2013. The decrease in the level of non-performing loans is due to write-downs on properties carried as non-performing as well as the transfer of credits to foreclosed real estate owned upon foreclosure. Additionally, several loans were returned to accrual status based on the borrower’s ability to make scheduled payments. Based on the level of non-performing loans, actual charge-offs, a soft real estate market and a slow economy, the Company added $1,680,000 to the allowance for loan losses for the year ended December 31, 2014 compared to $2,400,000 in 2013.

Foreclosed real estate owned totaled $3,726,000 as of December 31, 2014 and $1,009,000 as of December 31, 2013. The increase is due to the addition of two commercial properties with a carrying value of $3.0 million and five retail properties with a carrying value of $414,000 as of December 31, 2014. During 2014, seven properties with a carrying value of $1,045,000 were disposed of through sales. The Company recorded a net gain of $7,000 from the sale of the properties.

The Company’s loan review process assesses the adequacy of the allowance for loan losses on a quarterly basis. The process includes a review of the risks inherent in the loan portfolio. It includes an analysis of impaired loans and a historical review of losses. Other factors considered in the analysis include: concentrations of credit in specific industries in the commercial portfolio; the local and regional economic condition; trends in delinquencies, internal risk rating classifications, large dollar loans of over $2 million and growth in the portfolio. For loans acquired, including those that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts.

The Company has limited exposure to higher-risk loans. There are no option ARM products, interest only loans, sub-prime loans or loans with initial teaser rates in its residential real estate portfolio. The Company has $10.5 million of junior lien home equity loans. For 2014, net charge-offs for this portfolio totaled $68,000.

As of December 31, 2014, the Company considered its concentration of credit risk profile to be acceptable. The three highest concentrations are in the hospitality lodging industry, property owners associations and automobile dealers.

During 2014, the Company recognized a decrease in its adversely classified loans. The Company assesses a loss factor against the classified loans, which is based on prior experience. Classified loans which are considered impaired are measured on a loan by loan basis. The Company values such loans by either the present value of expected cash flows, the loan’s obtainable market price or the fair value of collateral if the loan is collateral dependent.

At December 31, 2014, the recorded investment in impaired loans, not requiring an allowance for loan losses was $8,632,000 (net of charge-offs against the allowance for loan losses of $158,000) and those impaired loans requiring an allowance totaled $2,973,000. The recorded investment in impaired loans not requiring an allowance for loan losses was $10,886,000 (net of $3,714,000) and $1,723,000 for impaired loans requiring an allowance for loan losses as of December 31, 2013.

As a result of its analysis, after applying these factors, management considers the allowance as of December 31, 2014, adequate. However, there can be no assurance that the allowance for loan losses will be adequate to cover significant losses, that might be incurred in the future.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

The following table sets forth information with respect to the Company’s allowance for loan losses at the dates indicated:

	Year-ended December 31,
	(dollars in thousands)
	2014			2013			2012			2011			2010

Allowance balance at beginning of period	$	5,708		$	5,502		$	5,458		$	5,616		$	5,453
Charge-offs:
Commercial		-			(4	)		(24	)		(2	)		(85	)
Real Estate		(1,466	)		(2,131	)		(2,354	)		(1,735	)		(699	)
Consumer		(80	)		(90	)		(59	)		(109	)		(82	)
Total		(1,546	)		(2,225	)		(2,437	)		(1,846	)		(866	)
Recoveries:
Commercial		—			—			—			5			—
Real Estate		2			9			7			51			2
Consumer		31			22			24			57			27
Total		33			31			31			113			29
Provision expense		1,680			2,400			2,450			1,575			1,000
Allowance balance at end of period	$	5,875		$	5,708		$	5,502		$	5,458		$	5,616
Allowance for loan losses as a percent
of total loans outstanding		1.17	%		1.13	%		1.15	%		1.19	%		1.57	%
Net loans charged off as a percent of
average loans outstanding		0.30	%		0.45	%		0.50	%		0.42	%		0.24	%
Allowance coverage of non-performing loans		1.1	x		0.6	x		0.4	x		0.7	x		1.4	x

The following table sets forth information regarding non-performing assets.

	December 31,
	(dollars in thousands)
	2014			2013			2012			2011			2010
Non-accrual loans:
Commercial	$	—		$	—		$	328		$	404		$	513
Real estate		5,596			9,547			12,872			7,411			3,527
Consumer		4			—			—			—			—
Total		5,600			9,547			13,200			7,815			4,040

Accruing loans which are contractually
past due 90 days or more		—			—			—			—			39

Total non-performing loans		5,600			9,547			13,200			7,815			4,079
Foreclosed real estate		3,726			1,009			852			2,910			748
Total non-performing assets	$	9,326		$	10,556		$	14,052		$	10,725		$	4,827

Non-performing loans to total loans		1.12	%		1.90	%		2.77	%		1.71	%		1.14	%

Non-performing loans to total assets		0.79	%		1.34	%		1.96	%		1.17	%		0.76	%

Non-performing assets to total assets		1.31	%		1.48	%		2.09	%		1.60	%		0.90	%

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

Securities

The securities portfolio consists of issues of United States Government agencies, including mortgage-backed securities, municipal obligations, and corporate debt. The Company classifies its investments into two categories: held to maturity (HTM) and available for sale (AFS). The Company does not have trading securities. Securities classified as HTM are those in which the Company has the ability and the intent to hold the security until contractual maturity. As of December 31, 2014, there were no securities carried in the HTM portfolio. Securities classified as AFS are eligible to be sold due to liquidity needs or interest rate risk management. These securities are adjusted to and carried at their fair value with any unrealized gains or losses recorded net of deferred income taxes, as an adjustment to capital and reported in the equity section of the Consolidated Balance Sheet as other comprehensive income. As of December 31, 2014, $156.4 million of securities were so classified and carried at their fair value, with unrealized gains, net of tax, of $462,000 included in accumulated other comprehensive income as a component of stockholders’ equity.

As of December 31, 2014, the average life of the portfolio was 5.0 years. The Company has maintained a relatively short average life in the portfolio in order to generate cash flow to support loan growth and maintain liquidity levels. During 2014, the majority of cash flow generated from the portfolio through principal reductions, calls and security sales were reinvested in mortgage-backed securities to generate a cash flow ladder of available liquidity. Purchases for the year totaled $74.4 million, while maturities and cash flow totaled $14.9 million and proceeds from sales were $66.3 million. The purchases were funded principally by cash flow generated from the portfolio and excess overnight liquidity.

The carrying value of the securities portfolio at December 31 is as follows:

	2014			2013
	(dollars in thousands)
	Carrying		% of	Carrying		% of
	Value		portfolio	Value		portfolio

U.S. Government agencies	$	28,975	18.5%	$	33,413	21.1%
States and political subdivisions		54,332	34.7%		59,204	37.4%
Corporate obligations		6,486	4.2%		3,711	2.3%
Mortgage-backed securities – government sponsored entities		66,204	42.3%		61,650	39.0%
Equity securities – financial services		398	0.3%		328	0.2%

Total	$	156,395	100.0%	$	158,306	100.0%

The portfolio had no adjustable-rate instruments as of December 31, 2014 and 2013. The portfolio contained no private label mortgage backed securities, collateralized debt obligations (CDOs), trust preferred securities, and no off-balance sheet derivatives were in use. The U.S. Government agency portfolio consists of both callable and non-callable notes with an average maturity of 4.0 years. As of December 31, 2014, the portfolio did not contain any step-up bonds. The mortgage backed securities includes pass-through bonds and collateralized mortgage obligations (CMO’s) with Fannie Mae, Freddie Mac and Government National Mortgage Association (GNMA).

The Company evaluates the securities in its portfolio for other-than-temporary-impairment (OTTI) as fair value declines below cost. In estimating OTTI management considers (1) the length of time and the extent of the decline in fair value and (2) the financial condition and near-term prospects of the issuer. As of December 31, 2014, the Company held 76 investment securities in a loss position which had a combined unrealized loss

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

of $1.4 million. Management believes that these losses are principally due to changes in interest rates and represent temporary impairment as the Company does not have the intent to sell these securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis. The Company also holds a small portfolio of equity securities of other financial institutions. As of December 31, 2014, none of these equity securities were in an unrealized loss position. No impairment charges have been recognized in 2014, 2013 and 2012.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company uses fair value measurements to record fair value adjustments to certain financial instruments and determine fair value disclosures (see Note 14 of Notes to the Consolidated Financial Statements).

Approximately $156.4 million, which represents 22.0% of total assets at December 31, 2014, consisted of financial instruments recorded at fair value on a recurring basis. This amount consists entirely of the Company’s available for sale securities portfolio. The Company uses valuation methodologies involving market-based or market derived information, collectively Level 1 and 2 measurements, to measure fair value. There were no transfers into or out of Level 3 for any instruments for the years ending December 31, 2014 and 2013.

The Company utilizes a third party provider to perform valuations of the investments. Methods used to perform the valuations include: pricing models that vary based on asset class, available trade and bid information, actual transacted prices, and proprietary models for valuations of state and municipal obligations. In addition, the Company has a sample of fixed-income securities valued by another independent source. The Company does not adjust values received from its providers, unless it is evident that fair value measurement is not consistent with the Company’s policies.

The Company also utilizes a third party provider to provide the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation. The fair value of mortgage servicing rights as of December 31, 2014 and 2013 was $277,000 and $289,000, respectively.

DEPOSITS

The Company, through the fifteen branches of the Bank, provides a full range of deposit products to its retail and business customers. These products include interest-bearing and non-interest bearing transaction accounts, statement savings and money market accounts. Time deposits consist of certificates of deposit (CDs) with terms of up to five years and include Individual Retirement Accounts. The Bank participates in the Jumbo CD ($100,000 and over) markets with local municipalities and school districts, which are typically awarded on a competitive bid basis. The Company has no brokered deposits nor does it participate in the Certificate of Deposit Account Registry Service (CDARS).

Total deposits as of December 31, 2014, totaled $559.9 million, increasing $18.8 million from year-end 2013. The increase included a $5.4 million increase in non-interest bearing demand balances and a $13.4 million increase in interest bearing deposits due primarily to a $10.4 million increase in certificates of deposit.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

Time deposits over $250,000, which consist principally of school district funds, other public funds and short-term deposits from large commercial customers with maturities generally less than one year, totaled $42.0 million as of December 31, 2014, compared to $27.7 million at year-end 2013. These deposits are subject to competitive bid and the Company bases its bid on current interest rates, loan demand, investment portfolio structure and the relative cost of other funding sources.

As of December 31, 2014, non-interest bearing demand deposits totaled $98.1 million compared to $92.7 million at year-end 2013. Cash management accounts in the form of securities sold under agreements to repurchase included in short-term borrowings, totaled $25.7 million at year end 2014 compared to $36.5 million as of December 31, 2013. These balances represent commercial and municipal customers’ funds invested in overnight securities. The Company considers these accounts as a source of core funding.

MARKET RISK

Interest rate sensitivity and the repricing characteristics of assets and liabilities are managed by the Asset and Liability Management Committee (ALCO). The principal objective of the ALCO is to maximize net interest income within acceptable levels of risk, which are established by policy. Interest rate risk is monitored and managed by using financial modeling techniques to measure the impact of changes in interest rates.

Net interest income, which is the primary source of the Company’s earnings, is impacted by changes in interest rates and the relationship of different interest rates. To manage the impact of the rate changes, the balance sheet should be structured so that repricing opportunities exist for both assets and liabilities at approximately the same time intervals. The Company uses net interest simulation to assist in interest rate risk management. The process includes simulating various interest rate environments and their impact on net interest income. As of December 31, 2014, the level of net interest income at risk in a 200 basis points increase was within the Company’s policy limit of a decline less than 8% of net interest income. Due to the inability to reduce many deposit rates by the full 200 basis points, the Company’s net interest income at risk (9.8%) was outside the policy limit in a 200 basis point declining scenario. The Company feels that the risk is both minimal and acceptable.

Imbalances in repricing opportunities at a given point in time reflect interest-sensitivity gaps measured as the difference between rate-sensitive assets and rate-sensitive liabilities. These are static gap measurements that do not take into account any future activity, and as such are principally used as early indicators of potential interest rate exposures over specific intervals.

At December 31, 2014, the Bank had a positive 90-day interest sensitivity gap of $64.4 million or 9.0% of total assets. A positive gap indicates that the balance sheet has a higher level of rate-sensitive assets (RSA) than rate-sensitive liabilities (RSL) at the specific time interval. This would indicate that in an increasing rate environment, the yield on interest-earning assets would increase faster than the cost of interest-bearing liabilities in the 90 day time frame. The level of RSA and RSL for an interval is managed by ALCO strategies, including adjusting the average life of the investment portfolio through purchase and sales, pricing of deposit liabilities to attract long or short term time deposits, utilizing borrowings to fund loan growth, loan pricing to encourage variable rate products and evaluation of loan sales of long term fixed rate mortgages.

The Company analyzes and measures the time periods in which RSA and RSL will mature or reprice in accordance with their contractual terms and assumptions. Management believes that the assumptions used are reasonable. The interest rate sensitivity of assets and liabilities could vary substantially if differing

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

assumptions were used or if actual experience differs from the assumptions used in the analysis. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Interest rates may change at different rates changing the shape of the yield curve. The level of rates on the investment securities may also be affected by the spread relationship between different investments. Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed. Finally, the ability of borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase. It should be noted that the operating results of the Company are not subject to foreign currency exchange or commodity price risk.

The following table displays interest-sensitivity as of December 31, 2014 (in thousands):

	3 Months			3-12						Over
	Or Less			Months			1-3 Years			3 Years			Total
Federal funds sold and
interest-bearing deposits	$	4,295		$	—		$	—		$	—		$	4,295
Securities		5,144			14,967			26,096			110,188			156,395
Loans Receivable		123,279			120,058			156,021			101,777			501,135
Total Rate Sensitive Assets (RSA)	$	132,718		$	135,025		$	182,117		$	211,965		$	661,825

Non-maturity interest-bearing deposits	$	38,388		$	43,399		$	115,316		$	42,946		$	240,049
Time Deposits		23,894			84,604			83,311			30,023			221,832
Borrowings		6,047			16,810			24,164			874			47,895
Total Rate Sensitive Liabilities (RSL)	$	68,329		$	144,813		$	222,791		$	73,843		$	509,776

Interest sensitivity gap	$	64,389		$	(9,788	)	$	(40,674	)	$	138,122		$	152,049
Cumulative gap		64,389			54,601			13,927			152,049
RSA/RSL-cumulative		194.2	%		125.6	%		103.2	%		129.8	%

As of December 31, 2013
Interest sensitivity gap	$	51,870		$	11,886		$	(48,607	)	$	124,416		$	139,565
Cumulative gap		51,870			63,756			15,149			139,565
RSA/RSL-cumulative		157.1	%		128.7	%		103.4	%		126.7	%

Certain interest-bearing deposits with no stated maturity dates are included in the interest-sensitivity table above. The balances allocated to the respective time periods represent an estimate of the total outstanding balance that has the potential to migrate either through withdrawal or transfer to time deposits, thereby impacting the interest-sensitivity position of the Company. The estimates were derived from industry-wide statistical information and do not represent historic results.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

LIQUIDITY

Liquidity is the ability to fund customers’ borrowing needs and their deposit withdrawal requests while supporting asset growth. The Company’s primary sources of liquidity include deposit generation, asset maturities, cash flow from payments on loans and securities and access to borrowing from the Federal Home Loan Bank and other correspondent banks.

As of December 31, 2014, the Company had cash and cash equivalents of $12.4 million in the form of cash, due from banks, balances with the Federal Reserve Bank, and short-term deposits with other institutions. In addition, the Company had total securities available for sale of $156.4 million, which could be used for liquidity needs. This totals $168.8 million and represents 23.7% of total assets compared to $166.0 million and 23.3% of total assets as of December 31, 2013. The Company also monitors other liquidity measures, all of which were within the Company’s policy guidelines as of December 31, 2014. Based upon these measures, the Company believes its liquidity position is adequate.

The Company maintains established lines of credit with the Federal Home Loan Bank of Pittsburgh (FHLB), the Atlantic Community Bankers Bank (ACBB) and other correspondent banks, which support liquidity needs. The total available under all the lines was $60.0 million, with $0 outstanding at December 31, 2014 and $13.4 million at December 31, 2013. The maximum borrowing capacity from FHLB was $276.6 million. As of December 31, 2014, the Company had $22.2 million in term borrowings from the FHLB, compared to $23.8 million at December 31, 2013.

OFF-BALANCE SHEET ARRANGEMENTS

The Company’s financial statements do not reflect various commitments that are made in the normal course of business, which may involve some liquidity risk. These commitments consist mainly of unfunded loans and letters of credit made under the same standards as on-balance sheet instruments. Unused commitments, as of December 31, 2014 totaled $74.0 million. They consisted of $23.1 million of commitments for residential and commercial real estate, construction and land developments loans, $18.0 million in unused home equity lines of credit, $5.7 million in performance and standby letters of credit and $27.2 million in other unused commitments, principally commercial lines of credit. Because these instruments have fixed maturity dates and many of them will expire without being drawn upon, they do not represent any significant liquidity risk.

Management believes that any amounts actually drawn upon can be funded in the normal course of operations. The Company has no investment in or financial relationship with any unconsolidated entities that are reasonably likely to have a material effect on liquidity or the availability of capital resources.

The following table represents the aggregate of on and off-balance sheet contractual obligations to make future payments (in thousands):

CONTRACTUAL OBLIGATIONS

	December 31, 2014
		Total		Less than 1 year		1-3 years		4-5 years		Over 5 years

Time deposits	$	221,832	$	108,498	$	83,311	$	30,023	$	—
Long-term debt		22,200		7,111		10,000		5,089		—
Operating leases		3,283		338		486		443		2,016

	$	247,315	$	115,947	$	93,797	$	35,555	$	2,016

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income is the most significant source of revenue for the Company and represented 82.8% of total revenue for the year ended December 31, 2014. Net interest income (fte) totaled $25,818,000 for the year ended December 31, 2014 compared to $25,857,000 for 2013, a decrease of $39,000. The resulting fte net interest spread and net interest margin were 3.76% and 3.90%, respectively, in 2014 compared to 3.85% and 4.00%, respectively, in 2013.

Interest income (fte) for the year ended December 31, 2014 totaled $29,026,000 compared to $29,455,000 in 2013. The fte yield on average earning assets was 4.39%, decreasing 17 basis points from the 4.56% reported last year. The continued low interest rate environment impacted the yield earned as new loan production was added at historically low rates. This impacted loan yields which earned 4.82% in 2014 compared to 5.12% in the prior year. The reduced yield was partially offset by a $17.9 million increase in average loans outstanding, resulting in a $618,000 decrease in loan income. The yield on securities improved 3 basis points in 2014, and combined with a $5.2 million increase in the average balance, added $208,000 of interest income.

Interest expense was $3,208,000 in 2014 which resulted in an average cost of interest bearing liabilities of 0.63% compared to total interest expense of $3,598,000 in 2013 with an average cost of 0.71%. The continued low rate environment also impacted rates paid on deposits as the Company reduced rates paid on money market and time accounts to market levels. Total interest bearing deposits cost 0.54% in 2014 which was 9 basis points lower than the 0.63% cost in the prior year due primarily to a 12 basis point reduction in time deposits as certificates repriced to current market rates upon maturity and new growth was added at the reduced levels. Long term borrowings also repriced downward in 2014 reflecting a full year effect of low cost borrowings originated in 2013.

Net interest income (fte) totaled $25,857,000 for the year ended December 31, 2013 compared to $26,006,000 for 2012, a decrease of $149,000 or .6%. The resulting fte net interest spread and net interest margin were 3.85% and 4.00% respectively in 2013 compared to 3.91% and 4.10%, respectively in 2012.

Interest income (fte) for the year ended December 31, 2013 totaled $29,455,000 compared to $30,656,000 in 2012. The fte yield on average earning assets was 4.56%, decreasing 27 basis points from the 4.83% reported last year. The continued low interest rate environment impacted the yield earned as new growth was added at historically low rates. This most notably affected taxable securities which earned 1.79% in 2013 compared to 2.17% in 2012 as cash flow from the portfolio was reinvested at the lower rates. Loan yields were also impacted by growth at lower than historical rates and earned 5.12% in 2013 compared to 5.38% in the prior year. The reduced yield was partially offset by an $11.1 million increase in average earning assets, resulting in the $1,201,000 decrease in interest income (fte).

Interest expense was $3,598,000 in 2013 which resulted in an average cost of interest bearing liabilities of 0 .71% compared to total interest expense of $4,650,000 in 2012 with an average cost of 0.92%. The continued low rate environment also impacted rates paid on deposits as the Company reduced rates paid on money market, savings and time accounts to market levels. Total interest bearing deposits cost 0.63% in 2013 which was 17 basis points lower than the 0.80% cost in the prior year due primarily to a 24 basis point reduction in

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

time deposits as certificates repriced to current market rates upon maturity and new growth was added at the reduced levels. Long term borrowings also repriced downward in 2013 as higher priced borrowings matured and were replaced by lower costing advances.

OTHER INCOME

Other income totaled $5,110,000 for the year ended December 31, 2014 compared to $5,615,000 in 2013, a decrease of $505,000. Gains from the sales of loans and securities increased $309,000 from the prior year but earnings and proceeds received on bank-owned life insurance policies decreased $701,000 while all other items of other income decreased $113,000, net. During 2013, the Company recorded a non-recurring gain of $770,000 from proceeds on a bank-owned life insurance policy.

Other income totaled $5,615,000 for the year ended December 31, 2013 compared to $5,206,000 in 2012, an increase of $409,000, or 7.9%. Gains from the sales of loans and securities decreased $637,000 from the prior year due to reduced activity in this area, but earnings and proceeds from bank-owned life insurance policies increased $847,000 to offset the decrease. The improvement in bank-owned life insurance income is due to a full year benefit from a $3.0 million purchase late in 2012 as well as $770,000 of proceeds resulting from a death benefit on a policy. All other non-interest income improved $199,000, or 6.6%, over 2012.

Other Income (dollars in thousands)

For the year ended December 31

	2014		2013		2012
Service charges on deposit accounts	$	176	$	187	$	148
ATM Fees		206		196		190
NSF Fees		932		905		922
Safe deposit box rental		63		63		58
Loan related service fees		370		484		431
Debit card		620		635		565
Fiduciary activities		437		379		355
Commissions on mutual funds & annuities		94		187		191
Gain on sales of mortgage loans and servicing rights		132		112		211
Earnings on and proceeds from bank-owned life insurance		685		1,386		539
Other income		225		200		177
		3,940		4,734		3,787
Net realized gains on sales of securities		1,170		881		1,419

Total	$	5,110	$	5,615	$	5,206

OTHER EXPENSES

Other expenses totaled $17,727,000 for the year ended December 31, 2014 compared to $16,705,000 in the prior year. The $1,022,000 increase in costs includes a $988,000 increase in expenses related to foreclosed real estate owned, including properties acquired through foreclosure in 2014. Salaries and benefits costs increased $169,000, or 2.0%, in 2014 while occupancy and equipment costs decreased $19,000. All other operating expenses decreased $116,000, net. The Company’s efficiency ratio, which measures total other expenses as a percentage of net interest income (fte) plus other income, was 57.3% in 2014 due to the increased costs of foreclosed real estate owned compared to 53.1% in 2013.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

Other expenses totaled $16,705,000 for the year ended December 31, 2013 compared to $16,081,000 in the prior year. The $624,000 increase in costs includes a $350,000 increase in expenses related to foreclosed real estate and a $166,000 increase in other expenses related to problem credits. Salaries and benefits costs increased $44,000, or 0.5%, in 2013 while occupancy and equipment costs increased $141,000, or 7.1%. All other operating expenses increased $17,000, net. The Company’s efficiency ratio, which measures total other expenses as a percentage of net interest income (fte) plus other income, was 53.1% in 2013 compared to 51.5% in 2012.

INCOME TAXES

Income tax expense for the year ended December 31, 2014 totaled $2,606,000 which resulted in an effective tax rate of 25.4% compared to $2,706,000 and 24.2% for 2013. The increase in the effective rate reflects a decrease in tax-exempt income received from earnings and proceeds on bank-owned life insurance policies.

Income tax expense for the year ended December 31, 2013 totaled $2,706,000 which resulted in an effective tax rate of 24.2% compared to $3,036,000 and 26.5% for 2012. The reduced rate reflects an increase in tax-exempt income received from earnings and proceeds on bank-owned life insurance policies.

CAPITAL AND DIVIDENDS

Total stockholders’ equity as of December 31, 2014, was $99.0 million, compared to $91.9 million as of year-end 2013. The increase was due primarily to a $3.3 million increase from earnings retention after cash dividends declared of $4.4 million and a $3.1 million increase in accumulated other comprehensive income due to the impact of declining interest rates on fixed rate securities. As of December 31, 2014 the Company had a leverage capital ratio of 12.58%, Tier 1 risk-based capital ratio of 17.33% and total risk-based capital ratio of 18.49% compared to, 12.09%, 16.53% and 17.66%, respectively, at December 31, 2013.

The Company’s stock is traded on the Nasdaq Global Market under the symbol, NWFL. As of December 31, 2014, there were approximately 1,600 shareholders based on transfer agent mailings.

The following table sets forth the price range and cash dividends declared per share regarding common stock for the period indicated, after adjusting for the 10% stock dividend declared in the first quarter of 2013:

	Closing Price Range				Cash dividends
	High		Low		Declared per share
Year 2014
First Quarter	$	29.88	$	27.25	$	.30
Second Quarter		29.69		27.55		.30
Third Quarter		29.46		27.55		.30
Fourth Quarter		29.45		27.70		.30

Year 2013
First Quarter	$	28.18	$	26.88	$	.28
Second Quarter		31.27		28.05		.29
Third Quarter		29.72		28.28		.29
Fourth Quarter		29.34		26.57		.30

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

The book value of the common stock was $26.30 per share as of December 31, 2014 compared to $25.43 as of December 31, 2013. As of year-end 2014, the stock price was $29.05 per share, compared to $26.90 as of December 31, 2013. All per share information was adjusted for the 10% stock dividend declared in 2013.

NON-GAAP FINANCIAL MEASURES

This annual report contains or references tax-equivalent interest income and net interest income, which are non-GAAP financial measures. Tax-equivalent interest income and net interest income are derived from GAAP interest income and net interest income using an assumed tax rate of 34%. We believe the presentation of interest income and net interest income on a tax-equivalent basis ensures comparability of interest income and net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice. Tax-equivalent net interest income is reconciled to GAAP net interest income on page 20. Although the Company believes that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP measures.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

STOCK PERFORMANCE GRAPH

Set forth below is a stock performance graph comparing the cumulative total shareholder return on the Common Stock with (a) the cumulative total stockholder return on stocks included in the Nasdaq Stock Market index and (b) the cumulative total stockholder return on stocks included in the Nasdaq Bank index, as prepared by Zack’s Investment Research, Inc. using data from the Center for Research in Securities Prices (CRSP) at the University of Chicago. All three investment comparisons assume the investment of $100 at the market close on December 31, 2009 and the reinvestment of dividends paid. The graph provides comparison at December 31, 2009 and each fiscal year through December 31, 2014.

There can be no assurance that the Company’s future stock performance will be the same or similar to the historical performance shown in the above graph. The Company neither makes nor endorses any predictions as to stock performance.

LEGEND

8
Symbol	CSRP Total Returns Index for:	12/31/09	12/31/10	12/31/11	12/31/12	12/31/13	12/31/14
♦	Norwood Financial Corp	$100	$101.25	$104.55	$118.07	$122.21	$137.57
■	CRSP Nasdaq U.S. Index	100	118.37	118.98	140.70	196.11	226.12
▲	Nasdaq Bank Index	100	118.92	106.36	127.24	182.12	191.38

Notes:

A. Data complete through last fiscal year.

B. Corporate Performance Graph with peer group uses peer group only performance (excludes only company).

C. Peer group indices use beginning of period market capitalization weighting.

E. Index Data: Calculated (or Derived) based from CRSP NASDAQ Stock Market (US Companies) and CRSP NASDAQ Banks Index, Center for Research in Security Prices (CRSP), Graduate School of Business, The University of Chicago. Copyright 2015. Used with permission. All rights reserved.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NORWOOD FINANCIAL CORP

SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

(Dollars in thousands, except per share amounts)

2014	December 31		September 30		June 30		March 31

Interest income	$	6,898	$	6,941	$	6,960	$	6,968
Interest expense		793		787		805		823
Net interest income		6,105		6,154		6,155		6,145
Provision for loan losses		420		420		420		420
Other income		1,062		961		959		958
Net realized gains on sales of securities		265		301		509		95
Other expense		4,997		4,124		4,473		4,132
Income before income taxes		2,015		2,872		2,730		2,646
Income tax expense		474		754		696		682
NET INCOME	$	1,541	$	2,118	$	2,034	$	1,964

Basic earnings per share	$	.42	$	.58	$	.56	$	.54

Diluted earnings per share	$	.42	$	.58	$	.56	$	.54

2013
	December 31		September 30		June 30		March 31

Interest income	$	7,000	$	7,146	$	7,056	$	7,057
Interest expense		855		876		912		956
Net interest income		6,145		6,270		6,144		6,101
Provision for loan losses		400		400		800		800
Other income		1,019		1,018		958		1,739
Net realized gains on sales of securities		291		198		254		138
Other expense		4,098		4,173		4,133		4,301
Income before income taxes		2,957		2,913		2,423		2,877
Income tax expense		776		777		584		569
NET INCOME	$	2,181	$	2,136	$	1,839	$	2,308

Basic earnings per share	$	.60	$	.59	$	.51	$	.63

Diluted earnings per share	$	.60	$	.59	$	.51	$	.63

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NORWOOD FINANCIAL CORP CONSOLIDATED AVERAGE BALANCE SHEETS WITH

RESULTANT INTEREST AND RATES

(Tax-Equivalent Basis, dollars in thousands)

Year Ended December 31	2014						2013						2012
		Average			Avg			Average			Avg			Average			Aveg
		Balance (2)		Interest (1)	Rate			Balance (2)		Interest (1)	Rate			Balance (2)		Interest (1)	Rate

ASSETS
Interest-earning assets:
Interest bearing deposits with banks	$	2,910	$	7	0.24	%	$	10,128	$	26	0.26	%	$	12,748	$	32	0.25	%
Securities held-to-maturity		57		5	8.77			174		14	8.05			172		14	8.14
Securities available for sale:
Taxable		100,393		2,032	2.02			93,133		1,663	1.79			89,786		1,950	2.17
Tax-exempt		57,362		2,856	4.98			59,260		3,008	5.08			53,571		2,923	5.46
Total securities available for sale		157,755		4,888	3.10			152,393		4,671	3.07			143,357		4,873	3.40
Loans receivable (3)(4)		500,960		24,126	4.82			483,041		24,744	5.12			478,317		25,737	5.38
Total interest earning assets		661,682		29,026	4.39			645,736		29,455	4.56			634,594		30,656	4.83
Non-interest earning assets:
Cash and due from banks		8,606						9,018						9,163
Allowance for loan losses		(5,832)						(5,751)						(5,683)
Other assets		45,278						41,697						44,123
Total non-interest earning assets		48,052						44,964						47,603
TOTAL ASSETS	$	709,734					$	690,700					$	682,197

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Interest bearing demand and money market	$	174,558		304	0.17		$	172,448		395	0.23		$	169,232		522	0.31
Savings		71,612		35	0.05			69,282		44	0.06			68,068		84	0.12
Time		206,231		2,124	1.03			208,847		2,409	1.15			219,232		3,054	1.39
Total interest bearing deposits		452,401		2,463	0.54			450,577		2,848	0.63			456,532		3,660	0.80
Short-term borrowings		36,514		77	0.21			30,832		66	0.21			23,679		53	0.22
Other borrowings		22,987		668	2.91			22,076		684	3.10			26,611		937	3.52
Total interest bearing liabilities		511,902		3,208	0.63			503,485		3,598	0.71			506,822		4,650	0.92
Non-interest bearing liabilities:
Non-interest bearing demand deposits		96,870						90,331						80,161
Other liabilities		4,262						4,213						4,101
Total non-interest bearing liabilities		101,132						94,544						84,262
Stockholders’ equity		96,700						92,671						91,113
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	709,734					$	690,700					$	682,197


Net Interest Income
(tax equivalent basis)				25,818	3.76	%				25,857	3.85	%				26,006	3.91	%
Tax-equivalent basis adjustment				(1,258)						(1,196)						(1,242)
Net Interest Income			$	24,560					$	24,661					$	24,764
Net interest margin
(tax equivalent basis)					3.90	%					4.00	%					4.10	%

(1)	Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 34%.

(2)	Average balances have been calculated based on daily balances.

(3)	Loan balances include non-accrual loans and are net of unearned income.

(4)	Loan yields include the effect of amortization of purchased credit marks and deferred fees net of costs.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

RATE/VOLUME ANALYSIS

The following table shows the fully taxable equivalent effect of changes in volumes and rates on interest income and interest expense.

	Increase/(Decrease)
(dollars in thousands)	2014 compared to 2013									2013 compared to 2012
	Variance due to									Variance due to
	Volume			Rate			Net			Volume			Rate			Net
INTEREST EARNING ASSETS:
Interest bearing deposits	$	(17	)	$	(2	)	$	(19	)	$	(7	)	$	1		$	(6	)
Securities held to maturity		(10	)		1			(9	)		-			-			-
Securities available for sale:
Taxable		136			233			369			70			(357	)		(287	)
Tax-exempt securities		(95	)		(57	)		(152	)		297			(212	)		85
Total securities available for sale		41			176			217			367			(569	)		(202	)
Loans receivable		897			(1,515	)		(618	)		252			(1,245	)		(993	)
Total interest earning assets		911			(1,340	)		(429	)		612			(1,813	)		(1,201	)

INTEREST BEARING LIABILITIES:
Interest-bearing demand and money market		5			(96	)		(91	)		10			(137	)		(127	)
Savings		1			(10	)		(9	)		1			(41	)		(40	)
Time		(30	)		(255	)		(285	)		(139	)		(506	)		(645	)
Total interest-bearing deposits		(24	)		(361	)		(385	)		128			(684	)		(812	)
Short-term borrowings		12			(1	)		11			15			(2	)		13
Other borrowings		28			(44	)		(16	)		(148	)		(105	)		(253	)
Total interest bearing liabilities		16			(406	)		(390	)		(261	)		(791	)		(1,052	)

Net interest income (tax-equivalent basis)	$	895		$	(934	)	$	(39	)	$	873		$	(1,022	)	$	(149	)

Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

TO THE STOCKHOLDERS OF NORWOOD FINANCIAL CORP

Management of Norwood Financial Corp and its subsidiary (Norwood) 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 Securities Exchange Act of 1934. Norwood’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Norwood’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 Norwood; (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 our receipts and expenditures are being made only in accordance with authorizations of Norwood’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Norwood’s assets that could have a material effect on the consolidated financial statements.

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

Management assessed the effectiveness of Norwood’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework.” Based on our assessment and those criteria, management determined that Norwood maintained effective internal control over financial reporting as of December 31, 2014.

Norwood’s Independent registered certified public accounting firm has audited the effectiveness of Norwood’s internal control over financial reporting. Their report appears on page 23.


Lewis J. Critelli President and Chief Executive Officer		William S. Lance Executive Vice President and Chief Financial Officer

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED BALANCE SHEETS

	December 31,
	2014			2013
	(In thousands, Except Share and Per Share Data)
ASSETS
Cash and due from banks	$	8,081		$	7,528
Interest bearing deposits with banks		4,295			335

Cash and cash equivalents		12,376			7,863

Securities available for sale		156,395			158,132
Securities held to maturity, fair value 2013: $177		-			174
Loans receivable (net of allowance for loan losses 2014: $5,875; 2013: $5,708)		495,260			497,389
Regulatory stock, at cost		1,714			2,877
Premises and equipment, net		6,734			7,125
Bank owned life insurance		18,284			17,790
Accrued interest receivable		2,339			2,422
Foreclosed real estate owned		3,726			1,009
Goodwill		9,715			9,715
Other intangibles		389			510
Deferred tax asset		3,285			4,819
Other assets		1,418			1,409

Total Assets	$	711,635		$	711,234

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing demand	$	98,064		$	92,684
Interest-bearing demand		46,441			45,444
Money market deposit accounts		120,603			122,423
Savings		73,004			69,202
Time		221,832			211,429

Total Deposits		559,944			541,182

Short-term borrowings		25,695			49,914
Other borrowings		22,200			23,761
Accrued interest payable		966			1,022
Other liabilities		3,789			3,491

Total Liabilities		612,594			619,370

STOCKHOLDERS’ EQUITY
Common stock, $.10 par value, authorized 10,000,000 shares,
issued: 2014: 3,718,018 shares, 2013: 3,708,718 shares		372			371
Surplus		35,206			35,010
Retained earnings		64,078			60,798
Treasury stock at cost: 2014: 40,576 shares, 2013: 64,628 shares		(1,077	)		(1,713	)
Accumulated other comprehensive income (loss)		462			(2,602	)

Total Stockholders' Equity		99,041			91,864

Total Liabilities and Stockholders' Equity	$	711,635		$	711,234

See notes to consolidated financial statements

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2014		2013		2012
	(In Thousands, Except per Share Data)
INTEREST INCOME
Loans receivable, including fees	$	23,841	$	24,576	$	25,494
Securities
Taxable		2,032		1,662		1,950
Tax exempt		1,888		1,995		1,938
Other		7		26		32
Total Interest Income		27,768		28,259		29,414

INTEREST EXPENSE
Deposits		2,463		2,848		3,660
Short-term borrowings		77		66		53
Other borrowings		668		684		937
Total Interest Expense		3,208		3,598		4,650

Net Interest Income		24,560		24,661		24,764
PROVISION FOR LOAN LOSSES		1,680		2,400		2,450
Net Interest Income After
Provision for Loan Losses		22,880		22,261		22,314

OTHER INCOME
Service charges and fees		2,350		2,412		2,237
Income from fiduciary activities		437		379		355
Net realized gains on sales of securities		1,170		881		1,419
Net gain on sale of loans and servicing rights		132		112		211
Earnings and proceeds on life insurance policies		685		1,386		539
Other		336		445		445
Total Other Income		5,110		5,615		5,206

OTHER EXPENSES
Salaries and employee benefits		8,616		8,447		8,403
Occupancy		1,676		1,598		1,539
Furniture and equipment		441		538		456
Data processing related operations		929		891		897
Federal Deposit Insurance Corporation insurance assessment		420		444		398
Advertising		224		208		222
Professional fees		671		626		811
Postage and telephone		414		435		424
Taxes, other than income		649		710		599
Foreclosed real estate		1,555		567		217
Amortization of intangible asssets		121		137		153
Other		2,011		2,104		1,962
Total Other Expenses		17,727		16,705		16,081

Income before Income Taxes		10,263		11,171		11,439

INCOME TAX EXPENSE		2,606		2,706		3,036
Net income	$	7,657	$	8,465	$	8,403
EARNINGS PER SHARE
BASIC	$	2.10	$	2.33	$	2.33
DILUTED	$	2.10	$	2.33	$	2.33

See notes to consolidated financial statements

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2014			2013			2012
	(in thousands)

NET INCOME	$	7,657		$	8,465		$	8,403


Other comprehensive income (loss):
Investment securities available for sale:
Unrealized holding gains (losses)		5,820			(7,299	)		628
Tax Effect		(1,984	)		2,481			(209	)
Reclassification of gains from sale of securities		(1,170	)		(881	)		(1,419	)
Tax Effect		398			300			482
Net of tax amount		3,064			(5,399	)		(518	)

COMPREHENSIVE INCOME	$	10,721		$	3,066		$	7,885

See notes to consolidated financial statements

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Years Ended December 31, 2014, 2013 and 2012
																		Accumulated
																		Other
	Common Stock								Retained			Treasury Stock						Comprehensive
	Shares			Amount		Surplus			Earnings			Shares			Amount			Income (Loss)			Total
	(Dollars in Thousands, Except per Share Data)
BALANCE - DECEMBER 31, 2011		3,371,866		$	337	$	24,660		$	62,308			87,370		$	(2,559	)	$	3,315		$	88,061
Net Income		-			-		-			8,403			-			-			-			8,403
Other comprehensive loss		-			-		-			-			-			-			(518	)		(518	)
Cash dividends declared ($1.10 per share)		-			-		-			(3,969	)		-			-			-			(3,969	)
Acquisition of treasury stock		-			-		-			-			11,647			(320	)		-			(320	)
Stock options exercised		-			-		(86	)		-			(18,577	)		541			-			455
Tax benefit on stock options exercised		-			-		30			-			-			-			-			30
Sale of treasury stock for ESOP		-			-		3			-			(5,014	)		146			-			149
Compensation expense related to																-
stock options		-			-		130			-			-			-			-			130
North Penn exchange adjustment		(17	)		-		-			-			-			-			-			-

BALANCE - DECEMBER 31, 2012		3,371,849			337		24,737			66,742			75,426			(2,192	)		2,797			92,421
Net Income		-			-		-			8,465			-			-			-			8,465
Other comprehensive loss		-			-		-			-			-			-			(5,399	)		(5,399	)
Cash dividends declared ($1.16 per share)		-			-		-			(4,216	)		-			-			-			(4,216	)
Acquisition of treasury stock		-			-		-			-			10,712			(319	)		-			(319	)
Stock options exercised		-			-		(79	)		-			(24,127	)		654			-			575
Tax benefit on stock options exercised		-			-		39			-			-			-			-			39
Sale of treasury stock for ESOP		-			-		2			-			(5,426	)		144			-			146
Compensation expense related to
stock options		-			-		162			-			-			-			-			162
Stock dividend declared-10%		336,869			34		10,149			(10,193	)		8,043			-			-			(10	)

BALANCE - DECEMBER 31, 2013		3,708,718			371		35,010			60,798			64,628			(1,713	)		(2,602	)		91,864
Net Income		-			-		-			7,657			-			-			-			7,657
Other comprehensive income		-			-		-			-			-			-			3,064			3,064
Cash dividends declared ($1.20 per share)		-			-		-			(4,377	)		-			-			-			(4,377	)
Acquisition of treasury stock		-			-		-			-			6,669			(179	)		-			(179	)
Stock options exercised		-			-		13			-			(25,577	)		678			-			691
Tax benefit on stock options exercised		-			-		17			-			-			-			-			17
Sale of treasury stock for ESOP		-			-		13			-			(5,144	)		137			-			150
Compensation expense related to
stock options		-			-		154			-			-			-			-			154
Restricted stock awards		9,300			1		(1	)		-			-			-			-			-
BALANCE - DECEMBER 31, 2014		3,718,018		$	372	$	35,206		$	64,078			40,576		$	(1,077	)	$	462		$	99,041

See notes to consolidated financial statements.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2014			2013			2012
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,657		$	8,465		$	8,403
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,680			2,400			2,450
Depreciation		572			594			570
Amortization of intangible assets		121			137			153
Deferred income taxes		(51	)		140			424
Net amortization of securities premiums and discounts		860			1,057			1,210
Net realized gains on sales of securities		(1,170	)		(881	)		(1,419	)
Net increase in cash surrender value of life insurance		(680	)		(617	)		(539	)
Loss (gain) on foreclosed real estate		920			347			(5	)
Net gain on sale of mortgage loans		(150	)		(112	)		(211	)
Mortgage loans originated for sale		(4,269	)		(3,986	)		(6,964	)
Proceeds from sale of mortgage loans originated for sale		4,419			4,053			7,175
Compensation expense related to stock options		154			162			130
Decrease in accrued interest receivable and other assets		233			759			1,274
Increase (decrease) in accrued interest payable and other liabilities		235			173			(1,290	)
Net Cash Provided by Operating Activities		10,531			12,691			11,361

CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale:
Proceeds from sales		66,263			42,348			40,914
Proceeds from maturities and principal reductions on mortgage-backed securities		14,859			21,142			30,607
Purchases		(74,426	)		(84,589	)		(67,312	)
Proceeds from maturities on securities held-to-maturity		175			-			-
Purchase of regulatory stock		(1,963	)		(741	)		-
Redemption of regulatory stock		3,126			494			1,045
Net increase in loans		(4,270	)		(29,515	)		(22,507	)
Proceeds from bank-owned life insurance		75			1,089			-
Purchase of bank-owned life insurance		-			(3,000	)		(3,000	)
Purchase of premises and equipment		(193	)		(393	)		(417	)
Proceeds from sales of foreclosed real estate		1,045			508			3,421
Net Cash Provided by (Used in) Investing Activities		4,691			(52,657	)		(17,249	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		18,762			16,757			(1,342	)
Net (decrease) increase in short-term borrowings		(24,219	)		21,217			6,903
Repayments of other borrowings		(1,561	)		(5,726	)		(5,183	)
Proceeds from other borrowings		-			7,000			0
Stock options exercised		691			575			455
Tax benefit of stock options exercised		17			39			30
ESOP purchase of shares from treasury stock		150			146			149
Purchase of treasury stock		(179	)		(319	)		(320	)
Cash dividends paid		(4,370	)		(4,155	)		(3,932	)

Net Cash (Used in) Provided by Financing Activities		(10,709	)		35,534			(3,240	)
Net Increase (Decrease) in Cash and Cash Equivalents		4,513			(4,432	)		(9,128	)

CASH AND CASH EQUIVALENTS - BEGINNING		7,863			12,295			21,423
CASH AND CASH EQUIVALENTS - ENDING	$	12,376		$	7,863		$	12,295

See notes to consolidated financial statements.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

	Years Ended December 31,
	2014	2013	2012
	(In Thousands)
Supplemental Disclosures of Cash Flow Information:

Cash payments for:
Interest paid	$	3,264	$	3,818	$	4,728
Income taxes paid, net of refunds	$	2,645	$	2,417	$	2,010
Supplemental Schedule of Noncash Investing Activities
Transfers of loans to foreclosed real estate	$	4,704	$	1,012	$	1,358

See notes to consolidated financial statements

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

Norwood Financial Corp (Company) is a one bank holding company. Wayne Bank (Bank) is a wholly-owned subsidiary of the Company. The Bank is a state-chartered bank located in Honesdale, Pennsylvania. The Company derives substantially all of its income from the bank related services which include interest earnings on commercial mortgages, residential real estate mortgages, commercial and consumer loans, as well as interest earnings on investment securities and fees from deposit services to its customers. The Company is subject to regulation and supervision by the Federal Reserve Board while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank, and the Bank’s wholly-owned subsidiaries, WCB Realty Corp., Norwood Investment Corp., Norwood Settlement Services, LLC and WTRO Properties. All significant intercompany accounts and transactions have been eliminated in consolidation.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the determination of other-than-temporary impairment on securities, the determination of goodwill impairment and the fair value of financial instruments.

Significant Group Concentrations of Credit Risk

Most of the Company’s activities are with customers located within northeastern Pennsylvania. Note 3 discusses the types of securities that the Company invests in. Note 4 discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer.

Concentrations of Credit Risk

The Bank operates primarily in Wayne, Pike, Lackawanna and Monroe Counties, Pennsylvania and, accordingly, has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy. These customers are also the primary depositors of the Bank. The Bank is limited in extending credit by legal lending limits to any single borrower or group of borrowers.

Securities

Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movement in interest rates, changes in

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Securities available for sale are carried at fair value. Unrealized gains and losses are reported in other comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using a method which approximates the interest method over the term of the security.

Bonds, notes and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the term of the security.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each Consolidated Balance Sheet date.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the securities and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

The Company, as a member of the Federal Home Loan Bank (FHLB) system is required to maintain an investment in capital stock of its district FHLB according to a predetermined formula. This regulatory stock has no quoted market value and is carried at cost.

Management evaluates the regulatory stock for impairment. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. Management considers the FHLB’s regulatory capital ratios, liquidity, and the fact that new shares of FHLB stock continue to change hands at the $100 par value. Management believes no impairment charge is necessary related to FHLB stock as of December 31, 2014.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees. Interest income is accrued on the unpaid principal balance. Loan origination fees are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Company is generally amortizing these amounts over the contractual life of the loan.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Troubled Debt Restructurings

A loan is considered to be a troubled debt restructuring (TDR) loan when the Company grants a concession to the borrower because of the borrower’s financial condition that it would not otherwise consider. Such concessions include the reduction of interest rates, forgiveness of principal or interest, or other modifications of interest rates that are less than the current market rate for new obligations with similar risk.

Loans Acquired

Loans acquired including loans that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance. Loans are evaluated individually to determine if there is evidence of deterioration of credit quality since origination. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining estimated life. Decreases in expected cash flows are recognized immediately as impairment. Any valuation allowances on these impaired loans reflect only losses incurred after the acquisition.

For purchased loans acquired that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Loans may be aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for loan losses only when the required allowance exceeds any remaining credit discounts. The remaining differences between the purchase price and the unpaid principal balance at the date of acquisition are recorded in interest income over the life of the loans.

Mortgage Servicing Rights

Servicing assets are recognized as separate assets when rights are acquired through purchase or through the sale of financial assets. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

underlying financial assets. Servicing assets are evaluated for impairment based upon a third party appraisal. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance to the extent that fair value is less than the capitalized amount. The Company’s loan servicing assets at December 31, 2014 and 2013, respectively, were not impaired. Total servicing assets included in other assets as of December 31, 2014 and 2013, were $271,000 and $289,000, respectively.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

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

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans were acquired with impairment or are the subject of a restructuring agreement.

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is calculated principally on the straight-line method over the respective assets estimated useful lives as follows:



	Years
Buildings and improvements	10 - 40
Furniture and equipment	3 - 10

Transfers of Financial Assets

Transfers of financial assets, including loan and loan participation sales, are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Foreclosed Real Estate

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value less cost to sell at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of its carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other expenses.

Bank Owned Life Insurance

The Company invests in bank owned life insurance (BOLI) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a select group of employees. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies or from death benefits realized is included in other income on the Consolidated Statements of Income.

Goodwill

In connection with an acquisition the Company recorded goodwill in the amount of $9.7 million, representing the excess of amounts paid over the fair value of net assets of the institutions acquired in purchase transactions, at its fair value at the date of acquisition. Goodwill is tested and deemed impaired when the carrying value of goodwill exceeds its implied fair value. The value of the goodwill can change in the future. We expect the value of the goodwill to decrease if there is a significant decrease in the franchise value of the Bank. If an impairment loss is determined in the future, we will reflect the loss as an expense for the period in which the impairrment is determined, leading to a reduction of our net income for that period by the amount of the impairment loss. No impairment was recognized for the years ended December 31, 2014, 2013 and 2012.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible Assets

At December 31, 2014, the Company had intangible assets of $389,000 as a result of the acquisition of North Penn which is net of accumulated amortization of $506,000. These intangible assets will continue to be amortized using the sum-of-the-years digits method of amortization over ten years. At December 31, 2013, the Company had intangible assets of $510,000 which is net of accumulated amortization of $385,000. Amortization expense related to intangible assets was $121,000, $137,000 and $153,000 for the years ended December 31, 2014, 2013 and 2012.

As of December 31, 2014, the estimated future amortization expense for the core deposit intangible was:



2015	$	104,000
2016		88,000
2017		72,000
2018		56,000
2019		39,000
2020		23,000
2021		7,000
	$	389,000

Income Taxes

Deferred income tax assets and liabilities are determined based on the differences between financial statement carrying amounts and the tax basis of existing assets and liabilities. These differences are measured at the enacted tax rates that will be in effect when these differences reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiary file a consolidated federal income tax return. The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company analyzes each tax position taken in its tax returns and determines the likelihood that the position will be realized. Only tax positions that are “more-likely-than-not” to be realized can be recognized in an entity’s financial statements. For tax positions that do not meet this recognition threshold, an entity will record an unrecognized tax benefit for the difference between the position taken on the tax return and the amount recognized in the financial statements. The Company does not have any unrecognized tax benefits at December 31, 2014 or 2013 or during the years then ended. No unrecognized tax benefits are expected to arise within the next twelve months.

Advertising Costs

Advertising costs are expensed as incurred.

Earnings per Share

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method. Treasury shares are not deemed outstanding for earnings per share calculations.

Stock Option Plans

The Company recognizes the value of share-based payment transactions as compensation costs in the financial statements over the period that an employee provides service in exchange for the award. The fair value of the share-based payments is estimated using the Black-Scholes option-pricing model. The Company used the modified-prospective transition method to record compensation expense. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method.

Restricted Stock

The Company recognizes compensation cost related to restricted stock based on the market price of the stock at the grant date over the vesting period. The product of the number of shares granted and the grant date market price of the Company’s common stock determines the fair value of restricted stock under the Company’s 2014 Equity Incentive Plan. The Company recognizes compensation expense for the fair value of the restricted stock on a straight-line basis over the requisite service period for the entire award.

Cash Flow Information

For the purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits with banks and federal funds sold.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit, letters of credit and commitments to sell loans. Such financial instruments are recorded in the balance sheets when they become receivable or payable.

Trust Assets

Assets held by the Company in a fiduciary capacity for customers are not included in the financial statements since such items are not assets of the Company. Trust income is reported on the accrual method.

Treasury Stock

Common shares repurchased are recorded as treasury stock at cost.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income as presented in the Consolidated Statement of Comprehensive Income.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Reporting

The Company acts as an independent community financial service provider and offers traditional banking related financial services to individual, business and government customers. Through its branch and automated teller machine network, the Company offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of safe deposit services. The Company also performs personal, corporate, pension and fiduciary services through its Trust Department.

Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, mortgage banking and trust operations of the Company. As such, discrete information is not available and segment reporting would not be meaningful.

New Accounting Standards

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-01, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The amendments in this Update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this Update should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. The amendments in this Update are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2014, the FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this Update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this Update using either a modified retrospective transition method or a prospective transition method. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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. The Company is evaluating the effect of adopting this new accounting Update.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require enhanced disclosures. The accounting changes in this Update are effective for the first interim or annual period beginning after December 15, 2014. An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited. The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This Update is not expected to have a significant impact on the Company’s financial statements.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In August 2014, the FASB issued ASU 2014-14, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40). The amendments in this Update require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure, (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements -Going Concern (Subtopic 205-40). The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). This ASU clarifies how current U.S. GAAP should be interpreted in subjectively evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Public business entities are required to implement the new requirements in fiscal years and interim periods within those fiscal years beginning after December 15, 2015. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805): Pushdown Accounting. The amendments in this Update apply to the separate financial statements of an acquired entity and its subsidiaries that are a business or nonprofit activity (either public or nonpublic) upon the occurrence of an event in which an acquirer (an individual or an entity) obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity's most recent change-in-control event. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. This Update is not expected to have a significant impact on the Company’s financial statements.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2015, the FASB issued ASU 2015-01, Income Statement –Extraordinary and Unusual Items, as part of its initiative to reduce complexity in accounting standards. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This Update is not expected to have a significant impact on the Company’s financial statements.

NOTE 3 - SECURITIES

The amortized cost and fair value of securities were as follows:

	December 31, 2014
				Gross		Gross
		Amortized		Unrealized		Unrealized		Fair
		Cost		Gains		Losses		Value
	(In Thousands)
AVAILABLE FOR SALE:
U.S. Government agencies	$	29,289	$	42	$	(356)	$	28,975
States and political subdivisions		52,685		1,750		(103)		54,332
Corporate obligations		6,387		110		(11)		6,486
Mortgage-backed securities-
government sponsored entities		67,032		109		(937)		66,204
Total debt securities		155,393		2,011		(1,407)		155,997
Equity securities-financial services		292		106		-		398
	$	155,685	$	2,117	$	(1,407)	$	156,395

	December 31, 2013
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In Thousands)
AVAILABLE FOR SALE:
U.S. Government agencies	$	34,471	$	-	$	(1,058)	$	33,413
States and political subdivisions		60,174		650		(1,794)		59,030
Corporate obligations		3,667		84		(40)		3,711
Mortgage-backed securities-government
sponsored entities		63,467		81		(1,898)		61,650
Total debt securities		161,779		815		(4,790)		157,804
Equity securities-financial services		293		50		(15)		328
	$	162,072	$	865	$	(4,805)	$	158,132
HELD TO MATURITY:
States and political subdivisions	$	174	$	3	$	-	$	177

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 3 - SECURITIES (CONTINUED)

The following tables show the Company’s investments’ gross unrealized losses and fair value aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	December 31, 2014
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
U.S. Government agencies	$	4,965	$	(17	)	$	15,051	$	(339	)	$	20,016	$	(356	)
States and political subdivisions		3,195		(20	)		4,633		(83	)		7,828		(103	)
Corporate obligations		-		-			1,144		(11	)		1,144		(11	)
Mortgage-backed securities- government sponsored entities		22,090		(189	)		26,050		(748	)		48,140		(937	)

	$	30,250	$	(226	)	$	46,878	$	(1,181	)	$	77,128	$	(1,407	)

	December 31, 2013
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
U.S. Government agencies	$	32,481	$	(990	)	$	932	$	(68	)	$	33,413	$	(1,058	)
States and political subdivisions		26,281		(1,415	)		4,228		(379	)		30,509		(1,794	)
Corporate obligations		1,145		(40	)		-		-			1,145		(40	)
Mortgage-backed securities- government sponsored entities		47,014		(1,524	)		7,478		(374	)		54,492		(1,898	)
Equity securities-financial services		170		(15	)		-		-			170		(15	)
	$	107,091	$	(3,984	)	$	12,638	$	(821	)	$	119,729	$	(4,805	)

The Company has 25 debt securities in the less than twelve month category and 51 debt securities in the twelve months or more category as of December 31, 2014. In management’s opinion, the unrealized losses on securities reflect changes in interest rates subsequent to the acquisition of specific securities. No other-than-temporary-impairment charges were recorded in 2014. Management believes that all other unrealized losses represent temporary impairment of the securities, and it is more likely than not that it will not have to sell the securities before recovery of their cost basis.

The amortized cost and fair value of debt securities as of December 31, 2014 by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

	Amortized		Fair
	Cost		Value
	(In Thousands)
Due in one year or less	$	1,249	$	1,275
Due after one year through five years		20,595		20,537
Due after five years through ten years		23,277		23,161
Due after ten years		43,240		44,820
		88,361		89,793

Mortgage-backed securities - government sponsored entities		67,032		66,204
	$	155,393	$	155,997

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 3 - SECURITIES (CONTINUED)

Gross realized gains and gross realized losses on sales of securities available for sale were $1,199,000 and $29,000, respectively, in 2014, compared to $908,000 and $27,000, respectively, in 2013, and $1,419,000 and $0, respectively, in 2012. The proceeds from the sales of securities totaled $66,263,000, $42,348,000 and $40,914,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

Securities with a carrying value of $102,994,000 and $94,352,000 at December 31, 2014 and 2013, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Set forth below is selected data relating to the composition of the loan portfolio at December 31:

	Types of Loans
	(dollars in thousands)
	December 31, 2014					December 31, 2013
Real Estate:
Residential	$	158,139		31.5	%	$	158,842		31.6	%
Commercial		261,956		52.2			273,144		54.2
Construction		19,221		3.9			20,551		4.1
Commercial, financial and agricultural		42,514		8.5			35,745		7.1
Consumer loans to individuals		19,704		3.9			15,295		3.0
Total loans		501,534		100.0	%		503,577		100.0	%
Deferred fees, net		(399	)				(480	)
Total loans receivable		501,135					503,097
Allowance for loan losses		(5,875	)				(5,708	)
Net loans receivable	$	495,260				$	497,389

Purchased loans acquired in a business combination are recorded at fair value on their purchase date without a carryover of the related allowance for loan losses. The carrying value of purchased loans acquired with deteriorated credit quality was $1.0 million at December 31, 2014.

The carrying value of the loans acquired was determined by projecting discounted contractual cash flows. The table below presents the components of the purchase accounting adjustments related to the purchased impaired loans acquired:



(In thousands)

Unpaid principal balance	$	1,936
Interest		1,669
Contractual cash flows		3,605
Non-accretable discount		(1,724	)
Expected cash flows		1,881
Accretable discount		(329	)
Estimated fair value	$	1,552

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Changes in the accretable yield for purchased credit-impaired loans were as follows for the twelve months ended December 31:

(In thousands)	2014			2013			2012
Balance at beginning of period	$	20		$	76		$	171
Accretion		(12	)		(56	)		(95	)
Reclassification and other		-			-			-
Balance at end of period	$	8		$	20		$	76

The following table presents additional information regarding loans acquired and accounted for in accordance with ASC 310-30 (in thousands):

	December 31, 2014		December 31, 2013

Outstanding Balance	$	1,057	$	1,110
Carrying Amount	$	1,049	$	1,090

There were no material increases or decreases in the expected cash flows of these loans since the acquisition date. There has been no allowance for loan losses recorded for acquired loans with specific evidence of deterioration in credit quality as of May 31, 2011. In addition, there has been no allowance for loan losses on these loans reversed. As of December 31, 2014, for loans that were acquired with or without specific evidence of deterioration in credit quality, adjustments to the allowance for loan losses have been accounted for through the allowance for loan loss adequacy calculation.

The Company maintains a loan review system, which allows for a periodic review of our loan portfolio and the early identification of potential impaired loans. Said system takes into consideration, among other things, delinquency status, size of loans, type and market value of collateral and financial condition of the borrowers. Specific loan loss allowances are established for identified losses based on a review of such information. A loan evaluated for impairment is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans identified as impaired are evaluated independently. The Company does not aggregate such loans for evaluation purposes. Impairment is measured on a loan-by-loan basis for commercial and construction loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential mortgage loans for impairment disclosures, unless such loans are part of a larger relationship that is impaired, or are classified as a troubled debt restructuring.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following tables show the amount of loans in each category that were individually and collectively evaluated for impairment at the dates indicated:

	Real Estate Loans									Commercial			Consumer
	Residential			Commercial			Construction			Loans			Loans			Total
		(In thousands)
December 31, 2014
Individually evaluated for impairment		$	-		$	10,556		$	-		$	-		$	-		$	10,556
Loans acquired with deteriorated credit quality			225			824			-			-			-			1,049
Collectively evaluated for impairment			157,914			250,576			19,221			42,514			19,704			489,929
Total Loans		$	158,139		$	261,956		$	19,221		$	42,514		$	19,704		$	501,534

	Real Estate Loans									Commercial			Consumer
	Residential			Commercial			Construction			Loans			Loans			Total
	(In thousands)
December 31, 2013
Individually evaluated for impairment		$	-		$	11,519		$	-		$	-		$	-		$	11,519
Loans acquired with deteriorated credit quality			242			848			-			-			-			1,090
Collectively evaluated for impairment			158,600			260,777			20,551			35,745			15,295			490,968
Total Loans		$	158,842		$	273,144		$	20,551		$	35,745		$	15,295		$	503,577

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable.

			Unpaid
	Recorded		Principal		Associated
	Investment		Balance		Allowance
December 31, 2014	(In thousands)
With no related allowance recorded:
Real Estate Loans
Residential	$	225	$	233	$	-
Commercial		8,407		8,566		-
Subtotal		8,632		8,799		-
With an allowance recorded:
Real Estate Loans
Commercial		2,973		3,837		293
Subtotal		2,973		3,837		293
Total:
Real Estate Loans
Residential		225		233		-
Commercial		11,380		12,403		293
Total Impaired Loans	$	11,605	$	12,636	$	293

			Unpaid
	Recorded		Principal		Associated
	Investment		Balance		Allowance
December 31, 2013	(In thousands)
With no related allowance recorded:
Real Estate Loans
Residential	$	242	$	251	$	-
Commercial		10,644		14,400		-
Subtotal		10,886		14,651		-
With an allowance recorded:
Real Estate Loans
Commercial		1,723		1,723		53
Subtotal		1,723		1,723		53
Total:
Real Estate Loans
Residential		242		251		-
Commercial		12,367		16,123		53
Total Impaired Loans	$	12,609	$	16,374	$	53

The following information for impaired loans is presented for the year ended December 31, 2014 and 2013:

	Average Recorded								Interest Income
	Investment								Recognized
	2014			2013			2012		2014			2013			2012
	(In thousands)
Total:
Real Estate Loans
Residential		$	233		$	252	$	281		$	5		$	5	$	5
Commercial			7,492			10,328		12,108			503			236		226
Commercial Loans			-			-		340			-			-		2
Total Loans		$	7,725		$	10,580	$	12,729		$	508		$	241	$	233

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Troubled debt restructured loans are those loans whose terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of financial difficulties experienced by the borrower, who could not obtain comparable terms from alternate financing sources. As of December 31, 2014, troubled debt restructured loans totaled $8.8 million and resulted in specific reserves of $293,000. During 2014, there was one new loan relationship identified as troubled debt restructurings totaling $4.9 million based on extended deferrals of principal payments, while two loans with a balance of $4.7 million as of December 31, 2013 were transferred to Foreclosed Real Estate Owned during 2014 as a result of foreclosure on the properties. During 2014, the Company recognized charge-offs totaling $573,000 on loans classified as troubled debt restructurings in prior periods. No losses were recognized on loans identified as troubled debt restructurings in 2014. Additionally, the Company recognized a writedown of $680,000 in foreclosed real estate owned expense related to a property which was previously classified as a troubled debt restructuring.

As of December 31, 2013, troubled debt restructured loans totaled $9.2 million and resulted in specific reserves of $53,000. During 2013, there were four new loan relationships identified as troubled debt restructurings totaling $5.1 million based on extended deferrals of principal payments. The Company recognized a loss of $73,000 in 2014 on one loan identified as troubled debt restructuring in 2013.

The following is a summary of troubled debt restructurings granted during the twelve month period ended December 31, 2014 (in thousands):

	For the Twelve Months Ended December 31, 2014
	Number		Pre-Modification		Post-Modification
	of		Outstanding Recorded		Outstanding Recorded
	Contracts		Investment		Investment
Troubled Debt Restructurings
Real Estate Loans:
Commercial	1	$	4,914	$	4,914

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four 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 considered Substandard. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as non performance, repossession, or death occurs to raise awareness of a possible credit event. The Company’s Loan Review Department is responsible for the timely and accurate risk rating of the loans on an ongoing basis. Every credit which must be approved by Loan Committee or the Board of Directors is assigned a risk rating at time of consideration. Loan Review also annually reviews relationships of $1,000,000 and over to assign or re-affirm risk ratings. Loans in the Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard, Doubtful and Loss within the internal risk rating system as of December 31, 2014 and December 31, 2013 (in thousands):

			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
December 31, 2014
Commercial real estate loans	$	246,629	$	1,983	$	13,344	$	-	$	-	$	261,956
Commercial		42,514		-		-		-		-		42,514
Total	$	289,143	$	1,983	$	13,344	$	-	$	-	$	304,470

			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
December 31, 2013
Commercial real estate loans	$	250,566	$	3,651	$	18,927	$	-	$	-	$	273,144
Commercial		35,745		-		-		-		-		35,745
Total	$	286,311	$	3,651	$	18,927	$	-	$	-	$	308,889

For residential real estate loans, construction loans and consumer loans, the Company evaluates credit quality based on the performance of the individual credits. The following table presents the recorded investment in the loan classes based on payment activity as of December 31, 2014 and December 31, 2013 (in thousands):

	Performing		Nonperforming		Total
December 31, 2014
Residential real estate loans	$	156,464	$	1,675	$	158,139
Construction		19,221		-		19,221
Consumer loans to individuals		19,700		4		19,704
Total	$	195,385	$	1,679	$	197,064

	Performing		Nonperforming		Total
December 31, 2013
Residential real estate loans	$	157,138	$	1,704	$	158,842
Construction		20,551		-		20,551
Consumer loans to individuals		15,295		-		15,295
Total	$	192,984	$	1,704	$	194,688

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of December 31, 2014 and December 31, 2013 (in thousands):

	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non- Accrual		Total Past Due and Non-Accrual		Total Loans
December 31, 2014
Real Estate loans
Residential	$	156,242	$	222	$	-	$	-	$	1,675	$	1,897	$	158,139
Commercial		252,495		5,100		440		-		3,921		9,461		261,956
Construction		19,221		-		-		-		-		-		19,221
Commercial loans		42,500		14		-		-		-		14		42,514
Consumer loans		19,606		94		-		-		4		98		19,704
Total	$	490,064	$	5,430	$	440	$	-	$	5,600	$	11,470	$	501,534

	Current		31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and still accruing		Non- Accrual		Total Past Due and Non-Accrual		Total Loans
December 31, 2013
Real Estate loans
Residential	$	156,066	$	1,018	$	54	$	-	$	1,704	$	2,776	$	158,842
Commercial		263,837		977		487		-		7,843		9,307		273,144
Construction		20,551		-		-		-		-		-		20,551
Commercial loans		35,717		28		-		-		-		28		35,745
Consumer loans		15,228		57		10		-		-		67		15,295
Total	$	491,399	$	2,080	$	551	$	-	$	9,547	$	12,178	$	503,577

The following table presents changes in the allowance for loan losses:

	Year ended December 31,
	2014			2013			2012
	(In Thousands)

Allowance at beginning of period	$	5,708		$	5,502		$	5,458
Charge-offs:
Commercial and all other		-			(4	)		(24	)
Real Estate		(1,466	)		(2,131	)		(2,354	)
Consumer		(80	)		(90	)		(59	)
Total		(1,546	)		(2,225	)		(2,437	)
Recoveries:
Commercial and all other		-			-			-
Real Estate		2			9			7
Consumer		31			22			24
Total		33			31			31
Provision for loan losses		1,680			2,400			2,450
Allowance at end of period	$	5,875		$	5,708		$	5,502

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following table presents the allowance for loan losses by the classes of the loan portfolio:

(In thousands)	Residential Real Estate			Commercial Real Estate			Construction			Commercial		Consumer			Total
Beginning balance, December 31, 2013	$	1,441		$	3,025		$	898		$	184	$	160		$	5,708
Charge Offs		(270	)		(1,196	)		-			-		(80	)		(1,546	)
Recoveries		-			2			-			-		31			33
Provision for loan losses		152			2,059			(676	)		72		73			1,680
Ending balance, December 31, 2014	$	1,323		$	3,890		$	222		$	256	$	184		$	5,875
Ending balance individually evaluated for impairment	$	-		$	293		$	-		$	-	$	-		$	293
Ending balance collectively evaluated for impairment	$	1,323		$	3,597		$	222		$	256	$	184		$	5,582

(In thousands)	Residential Real Estate			Commercial Real Estate			Construction			Commercial			Consumer			Total
Beginning balance, December 31, 2012	$	1,797		$	3,183		$	119		$	223		$	180		$	5,502
Charge Offs		(603	)		(1,488	)		(40	)		(4	)		(90	)		(2,225	)
Recoveries		9			-			-			-			22			31
Provision for loan losses		238			1,330			819			(35	)		48			2,400
Ending balance, December 31, 2013	$	1,441		$	3,025		$	898		$	184		$	160		$	5,708
Ending balance individually evaluated for impairment	$	-		$	53		$	-		$	-		$	-		$	53
Ending balance collectively evaluated for impairment	$	1,441		$	2,972		$	898		$	184		$	160		$	5,655

The recorded investment in impaired loans, not requiring an allowance for loan losses was $8,632,000 (net of charge-offs against the allowance for loan losses of $158,000) and $10,886,000 (net of charge-offs against the allowance for loan losses of $3,714,000) at December 31, 2014 and 2013, respectively. The recorded investment in impaired loans requiring an allowance for loan losses was $2,973,000 (net of a charge-off against the allowance for loan losses of $864,000) and $1,723,000 (net of a charge-off against the allowance for loan losses of $0) at December 31, 2014 and 2013, respectively. The specific reserve related to impaired loans was $293,000 for 2014 and $53,000 for 2013. For the years ended December 31, 2014 and 2013, the average recorded investment in these impaired loans was $7,725,000, and $10,580,000 and the interest income recognized on these impaired loans was $508,000 and $241,000, respectively.

Interest income that would have been recorded on loans accounted for on a non-accrual basis under the original terms of the loans was $451,000, $724,000 and $666,000 for 2014, 2013 and 2012, respectively.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 4 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The Company’s primary business activity is with customers located in northeastern Pennsylvania. Accordingly, the Company has extended credit primarily to commercial entities and individuals in this area whose ability to honor their contracts is influenced by the region’s economy. The Company does not have any significant concentrations to any one customer.

As of December 31, 2014 and 2013, the Company considered its concentration of credit risk to be acceptable. As of December 31, 2014, the three highest concentrations are in the hospitality lodging industry, property owners associations and automobile dealers, with loans outstanding of $35.7 million, or 39.8% of bank capital, to the hospitality lodging industry, $13.8 million, or 15.4% of bank capital to property owners associations, and $12.2 million, or 13.6% of bank capital to the automobile dealer industry. Charge-offs on loans within these concentrations were $422,000, $0 and $0 for the years ended December 31, 2014, 2013 and 2012, respectively.

Gross realized gains and gross realized losses on sales of residential mortgage loans were $150,000 and $0, respectively, in 2014 compared to $74,000 and $7,000, respectively, in 2013 and $270,000 and $0, respectively, in 2012. The proceeds from the sales of residential mortgage loans totaled $4.4 million, $4.1 million and $7.2 million for the years ended December 31, 2014, 2013 and 2012, respectively.

NOTE 5 - PREMISES AND EQUIPMENT

Components of premises and equipment at December 31 are as follows:

	2014			2013
	(In Thousands)
Land and improvements	$	2,275		$	2,272
Buildings and improvements		9,723			9,659
Furniture and equipment		4,332			4,218
		16,330			16,149
Accumulated depreciation		(9,596	)		(9,024	)

	$	6,734		$	7,125

Depreciation expense totaled $572,000, $594,000 and $570,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

Certain facilities are leased under various operating leases. Rental expense for these leases was $338,000, $325,000 and $327,000, respectively for the years ended December 31, 2014, 2013 and 2012. Future minimum rental commitments under noncancellable leases as of December 31, 2014 were as follows (in thousands):



2015	$	338
2016		268
2017		218
2018		219
2019		224
Thereafter		2,016
	$	3,283

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 6 - DEPOSITS

Aggregate time deposits in denominations of $250,000 or more were $42,009,000 and $27,704,000 at December 31, 2014 and 2013, respectively. Included in deposit accounts are deposits of one customer relationship totaling $31,979,000 at December 31, 2014.

At December 31, 2014, the scheduled maturities of time deposits are as follows (in thousands):

2015	$	108,498
2016		51,951
2017		31,360
2018		20,529
2019		9,494
	$	221,832

NOTE 7 - BORROWINGS

Short-term borrowings at December 31 consist of the following:

	2014		2013
	(In Thousands)
Securities sold under agreements to repurchase	$	25,695	$	36,500
Federal Home Loan Bank short-term borrowings		-		13,414

The outstanding balances and related information of short-term borrowings are summarized as follows:

	Years Ended December 31,
	2014			2013
	(In Thousands)
Average balance during the year	$	36,514		$	30,832
Average interest rate during the year		0.21	%		0.21	%
Maximum month-end balance during the year	$	49,634		$	49,914
Weighted average interest rate at the end of the year		0.20	%		0.21	%

Securities sold under agreements to repurchase generally mature within one day to one year from the transaction date. Securities with an amortized cost and fair value of $28,914,000 and $28,437,000 at December 31, 2014 and $40,065,000 and $38,733,000 at December 31, 2013 respectively, were pledged as collateral for these agreements. The securities underlying the agreements were under the Company’s control.

The Company has a line of credit commitment available from the FHLB of Pittsburgh for borrowings of up to $143,614,000 which expires in May, 2015. There were no borrowings under this line of credit at December 31, 2014 and $13,414,000 in borrowings at December 31, 2013. The Company has a line of credit commitment available from Atlantic Community Bankers Bank for $7,000,000 which expires on June 30, 2015. There were no borrowings under this line of credit at December 31, 2014 and 2013. The Company has a line of credit commitment available from PNC Bank for $16,000,000 at December 31, 2014. There were no borrowings under this line of credit at December 31, 2014 and December 31, 2013. During 2014, the Company was granted a line of credit from Zion’s Bank for $17,000,000. There were no borrowings under this line of credit at December 31, 2014.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 7 - BORROWINGS (CONTINUED)

Other borrowings consisted of the following at December 31, 2014 and 2013:

	2014		2013
	(In Thousands)

Notes with the FHLB:
Convertible note due July 2015 at 4.34%	$	7,111	$	7,301
Convertible note due January 2017 at 4.71%		10,000		10,000
Amortizing fixed rate borrowing due January 2018 at 0.91%		1,866		2,460
Amortizing fixed rate borrowing due December 2018 at 1.425%		3,223		4,000
	$	22,200	$	23,761

The convertible notes contain an option which allows the FHLB, at quarterly intervals, to change the note to an adjustable-rate advance at three-month LIBOR plus 17 to 22 basis points. If the notes are converted, the option allows the Bank to put the funds back to the FHLB at no charge.

Contractual maturities of other borrowings at December 31, 2014 are as follows (in thousands):

2015	$	7,111
2017		10,000
2018		5,089
	$	22,200

The Bank’s maximum borrowing capacity with the FHLB was $276,614,000 of which $22,089,000 was outstanding at December 31, 2014. Advances from the FHLB are secured by qualifying assets of the Bank.

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has a defined contributory profit-sharing plan which includes provisions of a 401(k) plan. The plan permits employees to make pre-tax contributions up to 15% of the employee’s compensation, not to exceed the limits set by the Internal Revenue Service. The amount of contributions to the plan, including matching contributions, is at the discretion of the Board of Directors. All employees over the age of 21 are eligible to participate in the plan and receive Company contributions after one year of employment. Eligible employees are able to contribute to the Plan at the beginning of the first quarterly period after their date of employment. Employee contributions are vested at all times, and any Company contributions are fully vested after five years. The Company’s contributions are expensed as the cost is incurred, funded currently, and amounted to $445,000, $440,000 and $424,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company has a non-qualified supplemental executive retirement plan for the benefit of certain executive officers. At December 31, 2014 and 2013, other liabilities include $1,443,000 and $1,458,000 accrued under the Plan. Compensation expense includes approximately $124,000, $126,000 and $120,000 relating to the supplemental executive retirement plan for 2014, 2013 and 2012, respectively. To fund the benefits under this plan, the Company is the owner of single premium life insurance policies on participants in the non-qualified retirement plan. At December 31, 2014 and 2013, the cash value of these policies was $18,284,000 and $17,790,000, respectively.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company provides post retirement benefits in the form of split-dollar life arrangements to employees who meet the eligibility requirements.

The net periodic post retirement benefit expense included in salaries and employee benefits was $87,000 and $39,000 for the years ended December 31, 2014 and 2013, respectively.

The Company participates in the Pentegra Mulitemployer Defined Benefit Pension Plan (EIN 13-5645888 and Plan # 001) as a result of its acquisition of North Penn. As of December 31, 2014 and 2013, the Company’s Plan was 98.91% and 92.57% funded, respectively, and total contributions made are not more than 5% of the total contributions to the Plan. The Company’s expense related to the Plan was $17,000 in 2014 and $22,000 in 2013.

NOTE 9 - INCOME TAXES

The components of the provision for federal income taxes are as follows:

	Years Ended December 31,
	2014				2013			2012
	(In Thousands)
Current		$	2,657			$	2,566		$	2,612
Deferred			(51	)			140			424
		$	2,606			$	2,706		$	3,036

Deferred income taxes reflect temporary differences in the recognition of revenue and expenses for tax reporting and financial statement purposes, principally because certain items, such as, the allowance for loan losses and loan fees are recognized in different periods for financial reporting and tax return purposes. A valuation allowance has not been established for deferred tax assets. Realization of the deferred tax assets is dependent on generating sufficient taxable income. Although realization is not assured, management believes it is more likely than not that all of the deferred tax asset will be realized. Deferred tax assets are recorded in other assets.

Income tax expense of the Company is less than the amounts computed by applying statutory federal income tax rates to income before income taxes because of the following:

	Percentage of Income
	before Income Taxes
	Years Ended December 31,
	2014			2013			2012
Tax at statutory rates		34.0	%		34.0	%		34.0	%
Tax exempt interest income, net of interest expense disallowance		(7.7	)		(6.7	)		(6.9	)
Incentive stock options		0.4			0.4			0.3
Earnings and proceeds on life insurance		(1.5	)		(3.7	)		(1.2	)
Other		0.2			0.2			0.3

		25.4	%		24.2	%		26.5	%

The income tax provision includes $398,000, $300,000 and $482,000 of income taxes relating to realized securities gains for the years ended December 31, 2014, 2013 and 2012, respectively.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 9 - INCOME TAXES (CONTINUED)

The net deferred tax asset included in other assets in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:

	2014		2013
	(In Thousands)
Deferred tax assets:
Allowance for loan losses	$	1,997	$	1,941
Deferred compensation		491		496
Purchase price adjustment		999		1,215
Other		201		303
Foreclosed real estate valuation allowance		280		54
Net unrealized loss on securities		-		1,337
Total Deferred Tax Assets		3,968		5,346

Deferred tax liabilities:
Premises and equipment		265		327
Deferred loan fees		170		200
Net unrealized gains on securities		248		-

Total Deferred Tax Liabilities		683		527

Net Deferred Tax Asset	$	3,285	$	4,819

The Company’s federal and state income tax returns for taxable years through 2010 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue. North Penn’s income tax returns though 2008 have been closed for purposes of examination by the Internal Revenue Service.

NOTE 10 - REGULATORY MATTERS AND STOCKHOLDERS’ EQUITY

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2014 and 2013, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 10 - REGULATORY MATTERS AND STOCKHOLDERS’ EQUITY (CONTINUED)

As of December 31, 2014, the most recent notification from the regulators has categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the table:

To be Well Capitalized

under Prompt

For Capital Adequacy

Corrective Action

Actual

Purposes

Provision

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in Thousands)

As of December 31, 2014:

Total capital (to risk-weighted assets)

89,613

17.59

≥$40,767

≥8.00%

≥$50,959

≥10.00%

Tier 1 capital (to risk-weighted assets)

83,738

16.43

≥20,383

≥4.00

≥30,575

≥6.00

Tier 1 capital (to average assets)

83,738

11.93

≥28,069

≥4.00

≥35,086

≥5.00

As of December 31, 2013:

Total capital (to risk-weighted assets)

85,667

16.86

≥$40,660

≥8.00%

≥$50,825

≥10.00%

Tier 1 capital (to risk-weighted assets)

79,959

15.73

≥20,330

≥4.00

≥30,495

≥6.00

Tier 1 capital (to average assets)

79,959

11.51

≥27,792

≥4.00

≥34,740

≥5.00

The Company’s ratios do not differ significantly from the Bank’s ratios presented above.

The Bank is required to maintain average cash reserve balances in vault cash or with the Federal Reserve Bank. The amount of these restricted cash reserve balances at December 31, 2014 and 2013 was approximately $368,000 and $480,000, respectively.

Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2014, $62,914,000 of retained earnings were available for dividends without prior regulatory approval, subject to the regulatory capital requirements discussed above. Under Federal Reserve regulations, the Bank is limited as to the amount it may lend affiliates, including the Company, unless such loans are collateralized by specific obligations.

NOTE 11 - STOCK BASED COMPENSATION

The Company’s shareholders approved the Norwood Financial Corp 2006 Stock Option Plan at the Annual Meeting on April 26, 2006. An aggregate of 275,000 shares of authorized but unissued Common Stock of the Company were reserved for future issuance under the Plan. This includes up to 44,000 shares for awards to outside directors. Under this plan, the Company granted 12,500 options to employees in 2014, 28,600 options, which included 4,000 options granted to outside directors in 2013, and 30,250 options, which included 4,950 options granted to outside directors in 2012.

At the Annual Meeting held on April 22, 2014, the Company’s shareholders approved the Norwood Financial Corp 2014 Equity Incentive Plan. An aggregate of 250,000 shares of authorized but unissued Common Stock of the Company were reserved for future issuance under the Plan. This includes up to 40,000 shares for awards to outside directors. The Plan also authorized the Company to award restricted stock to officers and outside directors, limited to 42,000 shares of restricted stock awards for officers and 8,000 shares of restricted stock

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 11 - STOCK BASED COMPENSATION (CONTINUED)

awards for outside directors. Under this plan, the Company granted 9,300 shares, which included 2,800 shares to outside directors, in 2014. All shares granted in 2014 were for restricted stock. The restricted shares vest over a five-year period. The product of the number of shares granted and the grant date market price of the Company’s common stock determine the fair value of restricted stock under the company’s restricted stock plan. Management recognizes compensation expense for the fair value of restricted stock on a straight-line basis over the requisite service period for the entire award.

Total unrecognized compensation cost related to stock options was $66,000 as of December 31, 2014, $157,000 as of December 31, 2013, and $154,000 as of December 31, 2012. Salaries and employee benefits expense includes $154,000, $162,000 and $130,000 of compensation costs related to options for the years ended December 31, 2014, 2013 and 2012, respectively. There was no cost attributable to restricted stock recognized in the year ended December 31, 2014. The expected future compensation expense relating to the 9,300 shares of non-vested restricted stock outstanding as of December 31, 2014 is $271,000. Net income was reduced by $146,000, $154,000 and $123,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

A summary of the Company’s stock option activity and related information for the years ended December 31 follows:

	2014									2013									2012
				Weighted									Weighted									Weighted
				Average			Average						Average			Average						Average			Aggregate
				Exercise			Intrinsic						Exercise			Intrinsic						Exercise			Intrinsic
	Options			Price			Value			Options			Price			Value			Options			Price			Value

Outstanding, beginning of year		219,540			$	26.64					225,670			$	26.27					229,836			$	25.85		$
Granted		12,500				29.08					28,600				27.07					30,250				27.05
Exercised		(25,577	)			27.05					(24,127	)			23.83					(20,435	)			22.19
Forfeited		-				-					(10,603	)			28.92					(13,981	)			26.88

Outstanding, end of year		206,463			$	26.74		$	477,640		219,540			$	26.64		$	146,970		225,670			$	26.27		$	256,499

Exercisable, end of year		193,963			$	26.59		$	477,640		190,940			$	26.58		$	146,900		196,489			$	26.15		$	256,499

Exercise prices for options outstanding as of December 31, 2014 ranged from $24.44 to $29.08 per share. The weighted average remaining contractual life is 5.7 years.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing with the following weighted average assumptions:

	Years Ended December 31,
	2014		2013		2012
Dividend yield		3.57%		3.49%		3.27%
Expected life	10 years		10 years		10 years
Expected volatility		24.97%		25.91%		25.37%
Risk-free interest rate		2.17%		3.01%		1.76%
Weighted average fair value of options granted	$	5.30	$	5.72	$	5.61

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 11 - STOCK BASED COMPENSATION (CONTINUED)

The expected volatility is based on historical volatility. The risk-free interest rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

Proceeds from stock option exercises totaled $691,000 in 2014. Shares issued in connection with stock option exercises are issued from available treasury shares. If no treasury shares are available, new shares are issued from available authorized shares. During 2014, all the shares issued in connection with stock option exercises, 25,577 shares in total, were issued from available treasury shares.

All share and per share data have been adjusted to give retroactive effect to the 10% stock dividend declared in 2013.

As of December 31, 2014, outstanding stock options consist of the following:

		Average				Average
	Options	Exercise		Remaining	Options	Exercise
	Outstanding	Price		Life, Years	Exercisable	Price
	19,063		27.62	1.3	19,063		27.62
	17,600		28.64	2.0	17,600		28.64
	17,600		28.41	3.0	17,600		28.41
	18,700		25.00	4.0	18,700		25.00
	1,100		26.27	4.3	1,100		26.27
	17,600		25.99	5.0	17,600		25.99
	1,100		24.44	5.2	1,100		24.44
	22,550		25.25	6.0	22,550		25.25
	24,750		24.97	7.0	24,750		24.97
	25,300		27.05	8.0	25,300		27.05
	1,100		27.55	8.0	1,100		27.55
	2,000		28.95	8.7	2,000		28.95
	25,500		26.90	9.0	25,500		26.90
	12,500		29.08	10.0	-		-
Total	206,463				193,963

A summary of the Company’s restricted stock activity and related information for the year ended December 31, 2014 is as follows:


			Weighted-Average
	Number of		Grant Date
	Restricted Stock		Fair Value

Outstanding, beginning of year		-	$	-
Granted		9,300		29.08
Vested		-		-
Forfeited		-		-
Non-vested at December 31, 2014		9,300	$	29.08

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 12 - EARNINGS PER SHARE

The following table sets forth the computations of basic and diluted earnings per share:

	Years Ended December 31,
	2014		2013		2012
	(In Thousands, Except Per Share Data)

Numerator, net income	$	7,657	$	8,465	$	8,403

Denominator:
Denominator for basic earnings per share, weighted
average shares		3,645		3,627		3,608
Effect of dilutive securities, employee stock options		12		5		6

Denominator for diluted earnings per share, adjusted weighted average
shares and assumed conversions		3,657		3,632		3,614

Basic earnings per common share	$	2.10	$	2.33	$	2.33

Diluted earnings per common share	$	2.10	$	2.33	$	2.33

Stock options which had no intrinsic value because their effect would be anti-dilutive and therefore would not be included in the diluted EPS calculation were 12,500, 129,000, and 112,000 for the years ended December 31, 2014, 2013 and 2012, respectively. All share and per share data have been restated to give retroactive effect to the 10% stock dividend paid in 2013.

NOTE 13 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

The Bank 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 letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments is as follows:

	December 31,
	2014			2013
	(In Thousands)
Commitments to grant loans		$	23,070		$	22,845
Unfunded commitments under lines of credit			45,269			42,575
Standby letters of credit			5,660			5,701
		$	73,999		$	71,121

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 13 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS (CONTINUED)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer and generally consists of real estate.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Bank requires collateral supporting these letters of credit when deemed necessary. Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year end.

The fair value hierarchy prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1:		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2:		Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3:		Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable (i.e. supported with little or no market activity).

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2014 and 2013 are as follows:

	Fair Value Measurement Reporting Date using

Description	Total		Level 1		Level 2		Level 3
December 31, 2014
Available for Sale:
U.S. Government agencies	$	28,975	$	-	$	28,975	$	-
States and political subdivisions		54,332		-		54,332		-
Corporate obligations		6,486		-		6,486		-
Mortgage-backed securities-government
sponsored entities		66,204		-		66,204		-
Equity securities-financial services		398		398		-		-
Total available for sale	$	156,395	$	398	$	155,997	$	-

December 31, 2013
Available for Sale:
U.S. Government agencies	$	33,413	$	-	$	33,413	$	-
States and political subdivisions		59,030		-		59,030		-
Corporate obligations		3,711		-		3,711		-
Mortgage-backed securities-government
sponsored entities		61,650		-		61,650		-
Equity securities-financial services		328		328		-		-
Total available for sale	$	158,132	$	328	$	157,804	$	-

For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2014 and 2013 are as follows:

	Fair Value Measurement Reporting Date using

Description	Total		Level 1		Level 2		Level 3
December 31, 2014
Impaired Loans	$	11,312	$	-	$	-	$	11,312
Foreclosed real estate		3,726		-		-		3,726


December 31, 2013
Impaired Loans	$	12,556	$	-	$	-	$	12,556
Foreclosed real estate		1,009		-		-		1,009

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
(In thousands)	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
December 31, 2014
Impaired loans	$	11,312	Appraisal of collateral(1)	Appraisal adjustments(2)	6 - 33% (23.35%)

Foreclosed real estate owned	$	3,726	Appraisal of collateral(1)	Liquidation Expenses(2)	10%

December 31, 2013
Impaired loans	$	12,556	Appraisal of collateral(1)	Appraisal adjustments(2)	10 - 15% (10.67)%

Foreclosed real estate owned	$	1,009	Appraisal of collateral(1)	Liquidation Expenses(2)	10%

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable, less any associated allowance.
(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at December 31, 2014 and 2013.

Cash and cash equivalents (carried at cost):

The carrying amounts reported in the consolidated balance sheet for cash and short-term instruments approximate those assets’ fair values.

Securities:

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3). In the absence of such evidence, management’s best estimate is used. Management’s best estimate

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

consists of both internal and external support on certain Level 3 investments. Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) are used to support fair values of certain Level 3 investments, if applicable.

Loans receivable (carried at cost):

The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired loans (generally carried at fair value):

The Company measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the lowest level of input that is significant to the fair value measurements.

As of December 31, 2014, the fair value investment in impaired loans totaled $11,605,000 which included three loans for $2,973,000 for which a valuation allowance of $293,000 had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and fourteen loans for $8,632,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan. As of December 31, 2014, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $1,022,000 over the life of the loans.

As of December 31, 2013, the fair value investment in impaired loans totaled $12,556,000 which included one loan for $1,723,000 for which a valuation allowance of $53,000 had been provided based on the estimated value of the collateral or the present value of estimated cash flows, and twenty loans for $10,886,000 which did not require a valuation allowance since the estimated realizable value of the collateral exceeded the recorded investment in the loan. As of December 31, 2013, the Company has recognized charge-offs against the allowance for loan losses on these impaired loans in the amount of $3,714,000 over the life of the loans.

Mortgage servicing rights (generally carried at cost)

The Company utilizes a third party provider to estimate the fair value of certain loan servicing rights. Fair value for the purpose of this measurement is defined as the amount at which the asset could be exchanged in a current transaction between willing parties, other than in a forced liquidation.

Foreclosed real estate owned (carried at fair value):

Real estate properties acquired through, or in lieu of loan foreclosure are to be sold and are carried at fair value less estimated cost to sell. Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement.

Restricted investment in Federal Home Loan Bank stock (carried at cost):

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

Bank owned life insurance (carried at cost):

The fair value is equal to the cash surrender value of the Bank owned life insurance.

Accrued interest receivable and payable (carried at cost):

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit liabilities (carried at cost except certificates of deposit which are at fair value):

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings (carried at cost):

The carrying amounts of short-term borrowings approximate their fair values.

Other borrowings (carried at cost):

Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-balance sheet financial instruments (disclosed at cost):

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

The estimated fair values of the Bank’s financial instruments were as follows at December 31, 2014 and December 31, 2013. (In thousands)

	Fair Value Measurements at December 31, 2014

	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	12,376	$	12,376	$	12,376	$	-	$	-
Securities		156,395		156,395		398		155,997		-
Loans receivable, net		495,260		507,833		-		-		507,833
Mortgage servicing rights		271		277		-		277		-
Regulatory stock		1,714		1,714		1,714		-		-
Bank owned life insurance		18,284		18,284		18,284		-		-
Accrued interest receivable		2,339		2,339		2,339		-		-

Financial liabilities:
Deposits		559,944		560,243		338,112		-		222,131
Short-term borrowings		25,695		25,395		25,695		-		-
Other borrowings		22,200		23,228		-		-		23,228
Accrued interest payable		966		966		966		-		-

Off-balance sheet financial instruments:
Commitments to extend credit and outstanding letters of credit		-		-		-		-		-

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 14 – FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)

	Fair Value Measurements at December 31, 2013

	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	7,863	$	7,863	$	7,863	$	-	$	-
Securities		158,306		158,309		328		157,981		-
Loans receivable, net		497,389		506,113		-		-		506,113
Mortgage servicing rights		289		289		-		289		-
Regulatory stock		2,877		2,877		2,877		-		-
Bank owned life insurance		17,790		17,790		17,790		-		-
Accrued interest receivable		2,422		2,422		2,422		-		-

Financial liabilities:
Deposits		541,182		542,123		329,753		-		212,370
Short-term borrowings		49,914		49,914		49,914		-		-
Other borrowings		23,761		25,923		-		-		25,923
Accrued interest payable		1,022		1,022		1,022		-		-

Off-balance sheet financial instruments:
Commitments to extend credit and outstanding letters of credit		-		-		-		-		-

NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the changes in accumulated other comprehensive income (loss) (in thousands) by component, net of tax, for the years ended December 31, 2014 and 2013:

	Unrealized gains (losses)
	on available for sale
	securities (a)
Balance as of December 31, 2013	$	(2,602)
Other comprehensive income before reclassification		3,836
Amount reclassified from accumulated other comprehensive income (loss)		(772)
Total other comprehensive income		3,064
Balance as of December 31, 2014	$	462



	Unrealized gains (losses)
	on available for sale
	securities (a)
Balance as of December 31, 2012	$	2,797
Other comprehensive loss before reclassification		(4,818)
Amount reclassified from accumulated other comprehensive income (loss)		(581)
Total other comprehensive loss		(5,399)
Balance as of December 31, 2013	$	(2,602)

(a) All amounts are net of tax. Amounts in parentheses indicate debits.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED)

The following table presents significant amounts reclassified out of each component of accumulated other comprehensive income (loss) (in thousands) for the year ended December 31, 2014:

	Amount Reclassified
	From Accumulated				Affected Line Item in
	Other				the Statement Where
	Comprehensive				Net Income is
Details about other comprehensive income	Income (Loss) (a)				Presented

		Twelve months		Twelve months
		ended		ended
		December 31,		December 31,
		2014		2013
Unrealized gains on available for sale securities	$	(1,170)	$	(881)	Net realized gains on sales of securities
		398		300	Income tax expense
	$	(772)	$	(581)	Net of tax

(a)	Amounts in parentheses indicate debits to net income.

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

NOTE 16 - NORWOOD FINANCIAL CORP (PARENT COMPANY ONLY)

FINANCIAL INFORMATION BALANCE SHEETS

	December 31,
	2014		2013
	(In Thousands)
ASSETS
Cash on deposit in bank subsidiary	$	1,846	$	1,205
Securities available for sale		398		328
Investment in bank subsidiary		94,268		87,589
Other assets		3,900		3,835
Total assets	$	100,412	$	92,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities	$	1,371	$	1,093
Stockholders’ equity		99,041		91,864
Total liabilities and stockholders' equity	$	100,412	$	92,957

STATEMENTS OF INCOME

	Years Ended December 31,
	2014			2013			2012
Income:	(In Thousands)
Dividends from bank subsidiary	$	4,377		$	4,216		$	3,971
Other interest income		10			9			6
Net realized gain on sales of securities		-			-			73
		4,387			4,225			4,050
Expenses		346			267			296
		4,041			3,958			3,754
Income tax benefit		(114	)		(88	)		(74	)
		4,155			4,046			3,828
Equity in undistributed earnings of subsidiary		3,502			4,419			4,575
Net Income	$	7,657		$	8,465		$	8,403
Comprehensive Income	$	10,721		$	3,066		$	7,885

STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2014			2013			2012
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	7,657		$	8,465		$	8,403
Adjustments to reconcile net income to
net cash provided by operating activities:
Undistributed earnings of bank subsidiary		(3,502	)		(4,419	)		(4,575	)
Net gains on sales of securities		-			-			(68	)
Other, net		177			(247	)		(181	)
Net Cash Provided by Operating Activities		4,332			3,799			3,579

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities		-			-			114
Purchase of securities		-			-			(185
Net Cash Used in Investing Activities		-			-			(71	)

CASH FLOWS FROM FINANCING ACTIVITIES
Stock options exercised		691			575			455
Tax benefit of stock options exercised		17			39			30
ESOP purchase of shares from treasury stock		150			146			149
Acquisition of treasury stock		(179	)		(319	)		(320	)
Cash dividends paid		(4,370	)		(4,155	)		(3,932	)
Net Cash Used in Financing Activities		(3,691	)		(3,714	)		(3,618	)
Net Increase (Decrease) in Cash and Cash Equivalents		641			85			(110	)

CASH AND CASH EQUIVALENTS - BEGINNING		1,205			1,120			1,230
CASH AND CASH EQUIVALENTS - ENDING	$	1,846		$	1,205		$	1,120

NORWOOD FINANCIAL CORP - 2014 CONSOLIDATED FINANCIAL REPORT

INVESTOR INFORMATION

STOCK LISTING

Norwood Financial Corp stock is traded on the Nasdaq Global Market under the symbol NWFL. The following firms are known to make a market in the Company’s stock:

Boenning & Scattergood, Inc. West Conshohocken, PA 800-883-1212		RBC Capital Markets Philadelphia, PA 19103 888-848-4677

Janney Montgomery Scott, LLC Scranton, PA 18503 800-638-4417		Stifel Nicolaus St,. Louis, MO 314-342-2000

TRANSFER AGENT

Computershare, P.O. Box 30170, College Station, TX 77842-3170. Stockholders who may have questions regarding their stock ownership should contact the Transfer Agent at 800-662-7232.

DIVIDEND CALENDAR

Dividends on Norwood Financial Corp common stock, if approved by the Board of Directors are customarily paid on or about February 1, May 1, August 1 and November 1.

AUTOMATIC DIVIDEND REINVESTMENT PLAN

The Plan, open to all shareholders, provides the opportunity to have dividends automatically reinvested into Norwood stock. Participants in the Plan may also elect to make cash contributions to purchase additional shares of common stock. Please contact the transfer agent for additional information.

SEC REPORTS AND ADDITIONAL INFORMATION

A copy of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2014 including financial statements and schedules thereto, required to be filed with the Securities and Exchange Commission is available on the Company’s website at www.waynebank.com under the Stockholder Services tab. A copy of the report may be obtained upon written request of any stockholder, investor or analyst by contacting William S. Lance, Executive Vice President, Chief Financial Officer and Secretary, Norwood Financial Corp., 717 Main Street, PO Box 269, Honesdale, PA 18431, 570-253-1455.