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April 20, 2016

Penns Woods Bancorp, Inc. Reports First Quarter 2016 Earnings

Penns Woods Bancorp, Inc. (NASDAQ: PWOD)

Williamsport, PA — April 20, 2016 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD)

Penns Woods Bancorp, Inc. continued its solid earnings, supported by strong asset and deposit growth, achieving net income of $3,078,000 for the three months ended March 31, 2016 resulting in basic and dilutive earnings per share of $0.65.

Highlights

• Net income from core operations (“operating earnings”), which is a non-generally accepted accounting principles (GAAP) measure of net income excluding net securities gains, decreased to $2,764,000 for the three months ended March 31, 2016 compared to $2,919,000 for the same period of 2015. The 2015 period included non-recurring gains on the sale of other real estate owned of $270,000. In addition, the investment portfolio has declined $71,533,000 from March 31, 2015 to March 31, 2016 as part of our strategy to position the balance sheet for a rising rate environment.

• Operating earnings per share for the three months ended March 31, 2016 were $0.58 basic and dilutive compared to $0.61 basic and dilutive for the same period of 2015.

• Return on average assets was 0.94% for the three months ended March 31, 2016 compared to 1.06% for the corresponding period of 2015.

• Return on average equity was 8.95% for the three months ended March 31, 2016 compared to 9.76% for the corresponding period of 2015.

“The first three months of 2016 saw the continuation of our strategy to reposition our balance sheet to be able to handle the current low interest rate environment while building protection for the future. Our knowledgeable and committed employees increased the loan portfolio through home equity campaigns and continued commercial loan growth. The growth resulted in the addition of shorter duration loans and variable rate loans that provide a fair current rate of return while adding interest rate protection for the future. Funding a portion of the loan growth was core deposit growth. The growth in core deposits is the result of our employees focusing on building relationships,” said Richard A. Grafmyre, CFP®, President and CEO.

A reconciliation of the non-GAAP financial measures of operating earnings, operating return on assets, operating return on equity, and operating earnings per share, described in the highlights, to the comparable GAAP financial measures is included at the end of this press release.

Net Income

Net income, as reported under GAAP, for the three months ended March 31, 2016 was $3,078,000 compared to $3,355,000 for the same period of 2015. Results for the three months ended March 31, 2016 compared to 2015 were impacted by a decrease in after-tax securities gains of $122,000 (from a gain of $436,000 to a gain of $314,000) for the three month periods. Basic and dilutive earnings per share for the three months ended March 31, 2016 were $0.65 compared to $0.70 for the corresponding period of 2015. Return on average assets and return on average equity were 0.94% and 8.95% for the three months ended March 31, 2016 compared to 1.06% and 9.76% for the corresponding period of 2015.

Net Interest Margin

The net interest margin for the three months ended March 31, 2016 was 3.57% compared to 3.69% for the corresponding period of 2015. The decline in the net interest margin was driven by a decreasing yield on the loan and investment portfolios due to the continued low rate environment and our strategic decision to continue repositioning the bond portfolio in anticipation of a rising rate environment. The impact of the declining earning asset yield and decreasing investment portfolio balance was partially offset by a 10.32% growth in gross loans from March 31, 2015 to March 31, 2016 resulting in net interest income increasing slightly compared to the comparable three month period of 2015. The loan growth was funded by an increase in core deposits and a decrease in the investment portfolio. Core deposits represent a lower cost funding source than time deposits and comprise 79.22% of total deposits at March 31, 2016 and 78.33% at March 31, 2015.

“Due to the continued low interest rate environment and our strategic decision to reduce our interest and market risk in a rising rate environment, we are experiencing a declining net interest margin as is the financial industry as a whole. The combination of these factors has resulted in new earning assets being added to the balance sheet at rates lower than the legacy assets they replace. In addition, longer term bonds in the investment portfolio continue to be selectively sold as part of our strategy to reduce the duration of the portfolio. The result of the active management has resulted in a reduction of longer term municipal and corporate bonds in the bond portfolio and has provided funding for the loan portfolio growth. We will remain committed to adding quality assets to the balance sheet, while maintaining our long-term asset liability management strategy,” commented President Grafmyre.

Assets

Total assets increased $49,304,000 to $1,318,137,000 at March 31, 2016 compared to March 31, 2015. Net loans increased $95,826,000 to $1,028,870,000 at March 31, 2016 compared to March 31, 2015 primarily due to campaigns related to increasing home equity product market share during 2015 and 2016, and growth in the commercial loan portfolio. The investment portfolio decreased $71,533,000 from March 31, 2015 to March 31, 2016 due to our strategy to reduce the investment portfolio duration through the selective selling of bonds as opportunities develop. The combination of loan portfolio growth and a decrease in the size of the investment portfolio has resulted in a shortening of the overall earning asset portfolio duration consistent with a strategy to reduce the interest rate and market risk exposure to a rising rate environment.

Non-performing Loans

The non-performing loans to total loans ratio decreased to 1.12% at March 31, 2016 from 1.18% at March 31, 2015. The ratio decreased due to an increase in total loans from March 31, 2015 to March 31, 2016. The increase in non-performing loans to $11,648,000 at March 31, 2016 from $11,157,000 at March 31, 2015 is primarily the result of a large commercial real estate loan that was placed on non-accrual status. The majority of non-performing loans are centered on several loans that are either in a secured position and have sureties with a strong underlying financial position or have a specific allocation for any impairment recorded within the allowance for loan losses. Net loan charge-offs of $12,000 for the three months ended March 31, 2016 minimally impacted the allowance for loan losses which was 1.19% of total loans at March 31, 2016. The majority of the loans charged-off had a specific allowance within the allowance for loan losses.

Deposits

Deposits increased $63,092,000 to $1,059,581,000 at March 31, 2016 compared to March 31, 2015. Core deposits (total deposits excluding time deposits) increased $58,813,000 due to our commitment to building complete banking relationships with our customers. Noninterest-bearing deposits increased $23,131,000 to $269,362,000 at March 31, 2016 compared to March 31, 2015. Driving this growth is our commitment to easy-to-use products, community involvement, and emphasis on customer service. While deposit gathering efforts have centered on core deposits, the lengthening of the time deposit portfolio is in process as part of the strategy to build balance sheet protection in a rising rate environment.

Shareholders’ Equity

Shareholders’ equity increased $659,000 to $137,663,000 at March 31, 2016 compared to March 31, 2015. Since March 31, 2015 treasury stock purchases of $2,732,000 for 65,008 shares were completed as part of the stock repurchase plan. The change in accumulated other comprehensive loss from $1,306,000 at March 31, 2015 to $2,708,000 at March 31, 2016 is a result of a decrease in unrealized gains on available for sale securities from an unrealized gain of $3,291,000 at March 31, 2015 to an unrealized gain of $1,324,000 at March 31, 2016. The amount of accumulated other comprehensive loss at March 31, 2016 was also impacted by the change in net excess of the projected benefit obligation over the fair value of the plan assets of the defined benefit pension plan resulting in a decrease in the net loss of $565,000 to $4,032,000 at March 31, 2016. The current level of shareholders’ equity equates to a book value per share of $29.09 at March 31, 2016 compared to $28.57 at March 31, 2015 and an equity to asset ratio of 10.44% at March 31, 2016 compared to 10.80% at March 31, 2015. Excluding goodwill and intangibles, book value per share was $25.03 at March 31, 2016 compared to $24.72 at March 31, 2015. Dividends declared for each of the three months ended March 31, 2016 and 2015 were $0.47 per share.

Penns Woods Bancorp, Inc. is the parent company of Jersey Shore State Bank, which operates fifteen branch offices providing financial services in Lycoming, Clinton, Centre, Montour, and Union Counties, and Luzerne Bank, which operates eight branch offices providing financial services in Luzerne County. Investment and insurance products are offered through Jersey Shore State Bank’s subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group.

NOTE: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Management uses the non-GAAP measure of net income from core operations in its analysis of the company’s performance. This measure, as used by the Company, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature such as net securities gains and losses. Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This press release may contain certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact. The Company cautions readers that the following important factors, among others, may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward- looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies.
For a list of other factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including “Item 1A. Risk Factors,” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Previous press releases and additional information can be obtained from the Company’s website at www.pwod.com.

Contact: Richard A. Grafmyre, President and Chief Executive Officer

300 Market Street Williamsport, PA 17701

570-322-1111

e-mail: pwod@pwod.com

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT