Results of Operations - Overview

QNB Corp. ("QNB" or the "Company") earns its net income primarily through its
subsidiary, QNB Bank (the "Bank"). Net interest income, or the spread between
the interest, dividends and fees earned on loans and investment securities and
the expense incurred on deposits and other interest-bearing liabilities, is the
primary source of operating income for QNB. QNB seeks to achieve sustainable and
consistent earnings growth while maintaining adequate levels of capital and
liquidity and limiting its exposure to credit and interest rate risk levels
approved by the Board of Directors. Due to its limited geographic area,
comprised principally of Bucks, Lehigh and Montgomery counties, growth is
pursued through expansion of existing customer relationships and building new
relationships by stressing a consistent high level of service at all points of
contact.

Tabular information presented throughout management's discussion and analysis, other than share and per share data, is presented in thousands of dollars.



The following table displays five years of selected financial amounts and ratios
for the QNB:


Year ended December 31,              2022            2021            2020            2019            2018
Income and expense
Net interest income               $    44,497     $    42,127     $    37,248     $    36,294     $    35,015
Provision for loan losses                (850 )           458           1,250           1,300           1,130
Non-interest income                     5,731           9,781           7,602           8,317           4,892
Non-interest expense                   31,492          30,997          28,955          28,104          25,885
Net income                             15,921          16,492          12,083          12,357          11,335

Share and Per Share Data
Net income - basic                $      4.47     $      4.64     $      3.42     $      3.53     $      3.27
Net income - diluted                     4.47            4.64            3.42            3.53            3.25
Book value                              19.78           38.41           37.80           34.30           29.95
Cash dividends                           1.44            1.40            1.36            1.32            1.28
Average common shares
outstanding - basic                 3,564,481       3,553,949       3,537,323       3,498,326       3,463,450
Average common shares
outstanding - diluted               3,564,481       3,554,138       

3,537,360 3,504,150 3,482,509



Balance Sheet at Year-end
Investment securities             $   558,581     $   704,770     $   448,495     $   358,874     $   353,642
Loans receivable                    1,039,385         926,470         920,042         820,616         785,448
Allowance for loan losses             (10,531 )       (11,184 )       (10,826 )        (9,887 )        (8,834 )
Other earning assets                    1,242           4,196          25,909           5,210             570
Total assets                        1,668,497       1,673,340       1,440,229       1,225,023       1,175,452
Deposits                            1,418,369       1,449,745       1,228,067       1,037,860       1,015,598
Borrowed funds                        171,327          78,476          68,838          55,931          50,872
Shareholders' equity                   70,958         136,494         134,445         120,717         104,348

Selected Financial Ratios
Net interest margin                      2.71 %          2.79 %          2.92 %          3.16 %          3.13 %
Net income as a percentage of:
Average total assets                     0.93            1.04            0.90            1.02            0.96
Average shareholders' equity            10.90           12.19            9.76           10.58           10.47
Average shareholders' equity to
average total assets                     8.54            8.53            9.21            9.63            9.20
Dividend payout ratio                   32.24           30.15           39.82           37.39           39.12


Net income for the year ended December 31, 2022 was $15,921,000, or $4.47 per
share on a diluted basis. This compares to 2021 net income of $16,492,000, or
$4.64 per share on a diluted basis and 2020 net income of $12,083,000, or $3.42
per share on a diluted basis. Two important measures of profitability in the
banking industry are an institution's return on average assets and return on
average shareholders' equity. Return on average assets was 0.93%, 1.04% and
0.90% in 2022, 2021, and 2020, respectively, and return on average shareholders'
equity was 10.90%, 12.19% and 9.76%, respectively, during those same periods.

                                     - 18 -
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The Bank contributed $16,445,000 to net income for the year ended December 31,
2022 compared to $14,607,000 for the same period in 2021; whereas the holding
company reduced consolidated net income with a loss of $524,000 for the year
ended December 31, 2022 compared to a contribution of $1,885,000 for the same
period in 2021. The decrease at the holding company resulted primarily from a
decrease in gains on sales of equity securities and a decrease in the fair value
of the equity portfolio during 2022.


2022 versus 2021

The results for 2022 include the following significant components:

• Net interest income increased $2,370,000, or 5.63%, to $44,497,000 for 2022.

• The net interest margin on a tax-equivalent basis decreased eight basis


        points to 2.71% for 2022 from 2.79% for 2021.


• Provision for loan losses was a credit of $850,000 for 2022, compared with


        expense of $458,000 for 2021.


• Non-interest income for 2022 was $5,731,000, a decrease of $4,050,000, or


        41.4%, compared with 2021.


• Non-interest expense for 2022 was $31,492,000, an increase of $495,000, or


        1.6%, compared with 2021.


• The fair value of the investment securities declined $145,835,000, or


        21.1% from December 31, 2021.



  • Loans receivable grew $112,915,000, or 12.2%, from December 31, 2021.



  • Deposits decreased $31,376,000, or 2.2%, from December 31, 2021.


• Total non-performing loans, which represent loans on non-accrual status,

loans past due 90 days or more and still accruing interest, and

restructured loans, were $9,121,000, or 0.88% of total loans receivable at

December 31, 2022, compared with $11,672,000, or 1.26% of total loans

receivable at December 31, 2021. Loans on non-accrual status were

$4,820,000 at December 31, 2022 compared with $7,530,000 at December 31,

2021. Net recoveries for 2022 were $197,000, or 0.02% of average total

loans, as compared with net charge-offs of $100,000, or 0.01% of average


        total loans for 2021.




2021 versus 2020

The results for 2021 include the following significant components:

• Net interest income increased $4,879,000, or 13.1%, to $42,127,000 for 2021.

• The net interest margin on a tax-equivalent basis decreased 13 basis


        points to 2.79% for 2021 from 2.92% for 2020.


• Provision for loan losses totaled $458,000 for 2021, compared with

$1,250,000 for 2020.


• Non-interest income for 2021 was $9,781,000, an increase of $2,179,000, or


        28.7%, compared with 2020.


• Non-interest expense for 2021 was $30,997,000, an increase of $2,042,000,


        or 7.1%, compared with 2020.


• Investment securities grew $256,275,000, or 57.1% from December 31, 2020.





  • Loans receivable grew $6,428,000, or 0.7%, from December 31, 2020.



  • Deposits increased $221,678,000, or 18.1%, from December 31, 2020.


• Total non-performing loans, which represent loans on non-accrual status,

loans past due 90 days or more and still accruing interest, and

restructured loans, were $11,672,000, or 1.26% of total loans receivable

at December 31, 2021, compared with $14,109,000, or 1.53% of total loans

receivable at December 31, 2020. Loans on non-accrual status were

$7,530,000 at December 31, 2021 compared with $9,640,000 at December 31,


        2020. Net charge-offs for 2021 were $100,000, or 0.01% of average total
        loans, as compared with $311,000, or 0.04% of average total loans for
        2020.

These items, as well as others, will be explained more thoroughly in the next sections.


                                     - 19 -

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Net Interest Income

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the years ended December 31, 2022, 2021, and 2020.



Year ended December 31,                        2022         2021         2020
Total interest income                        $ 52,421     $ 46,770     $ 43,693
Total interest expense                          7,924        4,643        6,445
Net interest income                            44,497       42,127       37,248
Tax-equivalent adjustment                         713          706          691

Net interest income (tax-equivalent basis) $ 45,210 $ 42,833 $ 37,939






Net interest income is the primary source of operating income for QNB. Net
interest income is interest income, dividends, and fees on earning assets, less
interest expense incurred for funding sources. Earning assets primarily include
loans, investment securities and interest-bearing balances at the Federal
Reserve Bank (Fed). Sources used to fund these assets include deposits and
borrowed funds. Net interest income is affected by changes in interest rates,
the volume and mix of earning assets and interest-bearing liabilities, and the
amount of earning assets funded by non-interest-bearing deposits.


For purposes of this discussion, interest income and the average yield earned on
loans and investment securities are adjusted to a tax-equivalent basis as
detailed in the table that appears above. This adjustment to interest income is
made for analysis purposes only. Interest income is increased by the amount of
savings of Federal income taxes, which QNB realizes by investing in certain
tax-exempt state and municipal securities and by making loans to certain
tax-exempt organizations. In this way, the ultimate economic impact of earnings
from various assets can be more easily compared.


The net interest rate spread is the difference between average rates received on
earning assets and average rates paid on interest-bearing liabilities, while the
net interest margin, which includes interest-free sources of funds, is net
interest income expressed as a percentage of average interest-earning assets.
The Asset/Liability and Investment Management Committee works to manage and
maximize the net interest margin for the Company.

2022 versus 2021



On a tax-equivalent basis, net interest income for 2022 increased $2,377,000, or
5.5%, to $45,210,000. The net interest margin, which decreased eight basis
points to 2.71% was unfavorably impacted by increased rates on deposits and
short-term borrowings. The average rate earned on earning assets increased nine
basis points from 3.09% for 2021 to 3.18% for 2022 with the yield on investments
increasing 14 basis points and the yield on loans increasing 11 basis
points. The yield on investment securities was favorably impacted by increased
yields on all categories except state and municipal securities, causing an
increase in interest income of $1,296,000; additionally, the yield was favorably
impacted by an increase in average volume of $130,234,000 contributing to a
$1,758,000 increase in interest income. The yield on loans was favorably
impacted by increased rates in all loan categories except tax-exempt loans,
contributing to a net $1,410,000 increase in interest income. This was also
favorably impacted by a $35,456,000 net increase in average volume, of which
$80,201,000 was related to an increase in average commercial real estate loans,
contributing $3,327,000 in interest income; partially offset by a decrease of
$47,912,000 in commercial and industrial loans average balances, resulting in a
decrease of $2,275,000 in interest income. The yield on total average
interest-bearing liabilities increased 21 basis points from 0.39% for 2021 to
0.60% for 2022. The growth in loans and investment securities was funded by a
$101,316,000, or 7.5%, increase in average total deposits and by a $14,218,000,
or 19.8%, increase in short-term borrowings. The average rate paid on
interest-bearing deposits increased from 0.38% to 0.57% for the same time
periods, respectively, contributing to an increase in interest expense of
$2,489,000, and a $95,049,000 increase in average interest-bearing deposits
resulting in additional interest expense of $189,000. The average rate paid on
short-term borrowings increased from 0.36% to 1.00% for the same time periods,
respectively, contributing to an increase in interest expense of $552,000.

Loan and deposit growth was partially offset by the competitive local interest
rate market for quality loans and deposits. Net interest spread decreased 12
basis points to 2.58% for 2022 compared to 2.70% for 2021.

2021 versus 2020



On a tax-equivalent basis, net interest income for 2021 increased $4,894,000, or
12.9%, to $42,833,000. The net interest margin, which decreased 13 basis points
to 2.79% was unfavorably impacted by decreased rates on loans and
investments. The average rate earned on earning assets decreased 33 basis points
from 3.42% for 2020 to 3.09% for 2021 with the yield on investments decreasing
35 basis points and the yield on loans decreasing nine basis points. The yield
on investment securities was unfavorably impacted by decreased yields on all
categories except corporate debt securities, causing a reduction in interest
income of $2,145,000; this was favorable offset by an increase in average volume
of $175,018,000 contributing to a $3,528,000 increase in interest income. The
yield on loans was unfavorably impacted by decreased rates in all loan
categories except commercial and industrial loans, contributing to a $994,000
decline in interest income; this was favorably offset by a $59,997,000 net
increase in average volume, of which $70,591,000 was related to an increase in
average commercial real estate loans, contributing $2,727,000 in interest
income. The yield on total average interest-bearing liabilities decreased 24
basis points from 0.63% for 2020 to 0.39% for 2021. The growth in loans and
investment securities was funded by a $208,689,000, or 18.1%, increase in
average total deposits. The average rate paid on interest-bearing deposits
decreased from 0.63% to 0.38% for the same time periods, respectively,
contributing to a decrease in interest expense of $2,051,000, partially offset
by a $159,075,000 increase in average interest-bearing deposits resulting in
additional interest expense of $215,000.


                                     - 20 -

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Average Balances, Rates, and Interest Income and Expense Summary (Tax-Equivalent
Basis)

                                                        2022                                        2021                                        2020
                                         Average        Average                      Average        Average                      Average        Average
                                         balance         rate        Interest        balance         rate        Interest        balance         rate        Interest
Assets
Investment securities (AFS
& Equities):
U.S. Treasury                          $       524          1.18 %   $       6     $         -          0.00 %   $       -     $         -          0.00 %   $       -
U.S. Government agencies                   101,455          1.10         1,119          80,340          1.05           842          64,517          1.38           891
State and municipal                        128,126          2.39         3,056         112,011          2.47         2,765          65,824          3.08         2,027
Mortgage-backed and CMOs                   447,369          1.58         7,059         351,801          1.29         4,540         242,039          1.61         3,908
Corporate debt                               6,673          4.37           291           7,291          4.01           292           7,450          3.69           275
Equities                                    12,011          3.32           399          14,481          3.02           437          11,076          3.54           392
Total investment securities
  (AFS & Equities)                         696,158          1.71        11,930         565,924          1.57         8,876         390,906          1.92         7,493
Loans:
Commercial real estate                     637,023          4.20        26,759         556,822          4.15        23,098         486,231          4.46        21,662
Residential real estate                    104,397          3.34         3,484          95,241          3.41         3,244          77,077          3.79         2,922
Home equity loans                           56,155          4.38         2,459          57,311          3.29         1,886          61,493          3.79         2,328
Commercial and industrial                  145,579          5.10         7,432         193,491          4.75         9,189         205,566          4.02         8,273
Consumer loans                               4,512          5.63           254           5,097          4.98           254           5,959          5.28           314
Tax-exempt loans                            19,778          3.42           676          24,026          3.47           835          35,665          3.57         1,274
Total loans, net of unearned
  income*                                  967,444          4.24        41,064         931,988          4.13        38,506         871,991          4.22        36,773
Other earning assets                         5,782          2.42           140          36,715          0.26            94          34,254          0.34           118
Total earning assets                     1,669,384          3.18        53,134       1,534,627          3.09        47,476       1,297,151          3.42        44,384
Cash and due from banks                     13,803                                      23,408                                      19,654
Allowance for loan losses                  (11,287 )                                   (11,157 )                                   (10,443 )
Other assets                                38,549                                      38,749                                      37,622
Total assets                           $ 1,710,449                                 $ 1,585,627                                 $ 1,343,984

Liabilities and Shareholders' Equity
Interest-bearing deposits:
Interest-bearing demand                $   345,054          0.27 %   $     933     $   307,258          0.20 %   $     624     $   252,050          0.26 %   $     668
Municipals                                 122,824          1.43         1,758         127,828          0.32           411         119,673          0.57           679
Money market                               137,830          0.45           617         122,361          0.31           381          90,989          0.45           405
Savings                                    443,104          0.49         2,175         386,630          0.30         1,178         288,285          0.40         1,155
Time less than $100                         91,216          0.79           723          98,986          0.93           921         113,647          1.41         1,599
Time $100 through $250                      52,314          0.93           489          52,693          0.86           454          65,840          1.54         1,012
Time greater than $250                      25,296          0.83           209          26,833          0.96           257          33,030          1.65           544
Total interest-bearing deposits          1,217,638          0.57         6,904       1,122,589          0.38         4,226         963,514          0.63         6,062
Short-term borrowings                       85,876          1.00           861          71,658          0.36           258          51,745          0.48           247
Long-term debt                              10,000          1.57           159          10,000          1.57           159           8,566          1.57           136
Total interest-bearing liabilities       1,313,514          0.60         7,924       1,204,247          0.39         4,643       1,023,825          0.63         6,445
Non-interest-bearing deposits              242,778                                     236,511                                     186,897
Other liabilities                            8,069                                       9,545                                       9,472
Shareholders' equity                       146,088                                     135,324                                     123,790
Total liabilities and shareholders'
equity                                 $ 1,710,449                                 $ 1,585,627                                 $ 1,343,984
Net interest rate spread                                    2.58 %                                      2.70 %                                      2.79 %
Margin/net interest income                                  2.71 %   $  45,210                          2.79 %   $  42,833                          2.92 %   $  37,939

Tax-exempt securities and loans were adjusted to a tax-equivalent basis and are based on the marginal Federal corporate tax rate of 21 percent. Non-accrual loans and investment securities are included in earning assets.

* Includes loans held-for-sale


                                     - 21 -

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Rate-Volume Analysis of Changes in Net Interest Income (1) (2) (3)



                                              2022 vs. 2021                           2021 vs. 2020
                                     Due to change in:         Total         Due to change in:         Total
                                     Volume        Rate        Change       Volume         Rate        Change
Interest income:
Investment securities (AFS &
Equities):
U.S. Treasury                      $        6     $     -     $      6     $       -     $      -     $      -
U.S. Government agencies                  221          56          277           219         (268 )        (49 )
State and municipal                       397        (106 )        291         1,423         (685 )        738
Mortgage-backed and CMOs                1,233       1,286        2,519         1,772       (1,140 )        632
Corporate debt                            (25 )        24           (1 )          (6 )         23           17
Equities                                  (74 )        36          (38 )         120          (75 )         45
Total investment securities (AFS
& Equities)                             1,758       1,296        3,054         3,528       (2,145 )      1,383
Loans:
Commercial real estate                  3,327         334        3,661         3,145       (1,709 )      1,436
Residential real estate                   311         (71 )        240           689         (367 )        322
Home equity loans                         (38 )       611          573          (159 )       (283 )       (442 )
Commercial and industrial              (2,275 )       518       (1,757 )        (487 )      1,403          916
Consumer loans                            (29 )        29            -           (45 )        (15 )        (60 )
Tax-exempt loans                         (148 )       (11 )       (159 )        (416 )        (23 )       (439 )
Total loans                             1,148       1,410        2,558         2,727         (994 )      1,733
Other earning assets                      (79 )       125           46             7          (31 )        (24 )
Total interest income                   2,827       2,831        5,658         6,262       (3,170 )      3,092
Interest expense:
Interest-bearing demand                    77         232          309           146         (190 )        (44 )
Municipals                                (16 )     1,363        1,347            46         (314 )       (268 )
Money market                               47         189          236           140         (164 )        (24 )
Savings                                   172         825          997           394         (371 )         23
Time less than $100                       (73 )      (125 )       (198 )        (207 )       (471 )       (678 )
Time $100 through $250                     (3 )        38           35          (203 )       (355 )       (558 )
Time greater than $250                    (15 )       (33 )        (48 )        (101 )       (186 )       (287 )
Total interest-bearing deposits           189       2,489        2,678           215       (2,051 )     (1,836 )
Short-term borrowings                      51         552          603            95          (84 )         11
Long-term debt                              -           -            -            23            -           23
Total interest expense                    240       3,041        3,281           333       (2,135 )     (1,802 )
Net interest income                $    2,587     $  (210 )   $  2,377     $   5,929     $ (1,035 )   $  4,894

(1) Loan fees have been included in the change in interest income totals

presented. Non-accrual loans and investment securities have been included in

average balances.

(2) Changes due to both volume and rates have been allocated in proportion to the

relationship of the dollar amount change in each.

(3) Interest income on loans and securities is presented on a tax-equivalent

basis.

The Rate-Volume Analysis tables, as presented on a tax-equivalent basis, highlight the impact of changing rates and volumes on interest income and interest expense. Total interest income on a tax-equivalent basis increased $5,658,000 to $53,134,000 for 2022, while total interest expense increased $3,281,000 to $7,924,000. Volume growth in earning assets contributed an additional $2,827,000 of interest income and interest rate increases contributed an additional $2,831,000 of interest income. Rate-related interest expense increased $3,041,000, while volume-related interest expense increased $240,000.



Investments

2022 versus 2021

Interest income on available-for-sale and equity investment securities increased
$3,054,000 when comparing the two years. The increase in average balances
contributed an additional $1,758,000 to interest income and the 14 basis-point
increase in rate contributed $1,296,000 to interest income. The average yield on
the available-for-sale and equity investment portfolio increased to 1.71% for
2022 compared to 1.57% for 2021.

                                     - 22 -
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Income on U.S. Government agency securities increased $277,000, due to a 5
basis-point increase in the yield from 1.05% for 2021 to 1.10% for 2022 and an
increase in average balances totaling $21,115,000. Most of the bonds in the
agency portfolio have call features ranging from three months to three years,
none of which were exercised during 2022. QNB invested excess funds toward the
end of 2021 to earn a higher rate than current available on interest-earning
deposits.

Interest income on tax-exempt municipal securities increased $291,000. Average
balances, which increased $16,115,000, contributed $397,000 to interest income.
The decrease in yield of eight basis points from 2.47% in 2021 to 2.39% in 2022
partially offset the increase in interest income by $106,000. Many of these
bonds have either reached maturity or their call dates and are being replaced
with municipal bonds with less favorable tax-equivalent yields. Typically, QNB
purchased municipal bonds with 10- to 15-year maturities with call dates between
2 and 5 years.  Future demand for tax-exempt municipal securities is uncertain,
as the tax-equivalent yield could be less favorable compared to other securities
with similar risk-based capital asset-weighting characteristics.

All the mortgage-backed and collateralized mortgage obligations ("CMO")
securities owned by QNB are issued by U.S. Government agencies and sponsored
enterprises ("GSE") and carry the implicit backing of the U.S. Government, but
they are not direct obligations of the U.S. Government. Interest income on
mortgage-backed securities and CMOs increased $2,519,000 due to a $95,568,000
increase in average balances and a 29 basis-point increase in rate from 1.29%
for 2021 to 1.58% for 2022. This portfolio generally provides higher yields
relative to agency bonds and provides monthly cash flow which can be used for
liquidity purposes or can be reinvested as interest rates increase. QNB invested
excess funds toward the end of 2021 to earn a higher rate than current available
on interest-earning deposits.

Income on corporate debt securities decreased $1,000 due to a decrease in average balances of $618,000 partially offset by an increase in yield from 4.01% for 2021 to 4.37% for 2022.

Excess cash at the holding company was invested in Treasury securities during 2022 adding $6,000 to interest income.

Dividend income on equities decreased $38,000 due to a decrease in average balances of $2,470,000, partially offset by an increase in yield of 30 basis points.




2021 versus 2020

Interest income on available-for-sale and equity investment securities increased
$1,383,000 when comparing the two years. The increase in average balances
contributed an additional $3,528,000 to interest income but was partially offset
by $2,145,000 due to a 35 basis-point decrease in rates. The average yield on
the available-for-sale and equity investment portfolio decreased to 1.57% for
2021 compared to 1.92% for 2020.

Income on U.S. Government agency securities decreased $49,000, due to a 33
basis-point decrease in the yield from 1.38% for 2020 to 1.05% for 2021,
partially offset by an increase in average balances totaling $15,823,000. Most
of the bonds in the agency portfolio have call features ranging from three
months to three years, many of which were exercised during 2021 as a result of
the declining rates during the year; these bonds were replaced by lower-yielding
securities.

Interest income on tax-exempt municipal securities increased $738,000. Average
balances, which increased $46,187,000, contributed $1,423,000 to interest
income. The decrease in yield of 61 basis points from 3.08% in 2020 to 2.47% in
2021 partially offset the increase in interest income by $685,000.

Interest income on mortgage-backed securities and CMOs increased $632,000 due to a $109,762,000 increase in average balances, partially offset by a 32 basis-point decrease in rate from 1.61% for 2020 to 1.29% for 2021.

Income on corporate debt securities increased $17,000 due to an increase in yield from 3.69% for 2020 to 4.00% for 2021 partially offset by a decrease in average balances of $159,000.

Dividend income on equities increased $45,000 due to an increase in average balances of $3,405,000, partially offset by a decrease in yield of 52 basis points.



Loans

2022 versus 2021

The largest category of the loan portfolio is commercial real estate loans. This
category of loans includes commercial purpose loans secured by either commercial
properties such as office buildings, hotels, factories, warehouses, medical
facilities and retail establishments, or residential real estate, usually the
residence of the business owner or investment properties. The category also
includes construction and land development loans. Income on commercial real
estate loans increased $3,661,000. The increase in average balances of
$80,201,000, or 14.4%, contributed an increase in interest income of $3,327,000;
the five basis-point increase in yield, from 4.15% in 2021 to 4.20% in 2022
contributes $334,000 to the increase in interest income.

                                     - 23 -
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Income on commercial and industrial loans, the second largest category,
decreased $1,757,000 with average balances decreasing $47,912,000 resulting in a
decrease to interest income of $2,275,000, partially offset by the positive
impact from an increase in average yield of 35 basis points to 5.10% in 2022
from 4.75% in 2021, contributing to a $518,000 increase in interest income. Many
of the loans in this category are indexed to the prime interest rate. Included
in this category are the PPP loans which contributed $41,515,000 of the net
volume decrease. The PPP loans yield one percent to the customer; however, QNB
received origination fees from the SBA ranging from a flat fee of $2,500 to one
to five basis points, resulting in a yield of approximately 11.07% for 2022
compared to 7.48% for 2021.  Excluding the PPP loans, the yield on the
commercial and industrial loans, the average yield increased 102 basis points to
4.62% in 2022 from 3.90% in 2021.

Tax-exempt loan income decreased $159,000 to $676,000 in 2022. When comparing
the same periods, average balances decreased $4,248,000 to $19,778,000, which
contributed a $148,000 decrease in interest income. The average yield on the
tax-exempt loan portfolio decreased from 3.47% for 2021 to 3.42% for 2022,
resulting in a decrease in interest income of $11,000.

QNB strives to be the "local consumer lender of choice." QNB continues to focus
on its retail lending efforts by adding new product offerings and by marketing
and promotion. Overall, retail lending balances increased $7,415,000 and
interest income for retail lending increased $813,000 in 2022 compared with
2021, driven by a 33 basis-point decrease in yield.

Given the low yields on alternative investment securities, QNB retained certain
fixed rate and hybrid adjustable-rate mortgages to borrowers with high credit
scores and low loan-to-value ratios. As a result, average residential mortgage
loans secured by first lien 1-4 family residential mortgages increased by
$9,156,000, or 9.6%, to $104,397,000 for 2022. The average yield on the
residential real estate portfolio decreased seven basis points to 3.34% for 2022
compared to 3.41% for 2021. Overall, interest income for this segment grew
$240,000 in 2022.

Income on home equity loans increased by $573,000 when comparing 2022 and
2021. During 2022 and 2021, QNB offered attractive rates on both variable rate
and fixed rate home equity loans. Average balances in home equity loans
decreased $1,156,000, or 2.0%, to $56,155,000 when comparing 2022 and 2021. The
yield on the home equity portfolio increased 109 basis points to 4.38% when
comparing the two years. The home values have continued to grow; therefore, we
expect that the demand for home equity loans will continue.

Interest income on consumer loans remained flat. Consumer loans at QNB
experienced a decline in average balances in 2022 of $585,000, or 11.5%, led by
a decline in installment loans and student loans. Installment loan average
balances declined $357,000 and interest declined $14,000. Student loan balances
are no longer insured, and QNB ceased funding originations through its
third-party provider during the second half of 2018; average balances decreased
$283,000 and interest income increased $9,000 when comparing 2022 and 2021.



2021 versus 2020



Income on commercial real estate loans increased $1,436,000. The increase in
average balances of $70,591,000, or 14.5%, contributed an increase in interest
income of $3,145,000; this was partially offset by the 31-basis point decrease
in yield from 4.46% in 2020 to 4.15% in 2021 which, which resulted in a decrease
of interest income of $1,709,000.

Income on commercial and industrial loans increased $916,000 with a positive
impact from an increase in yield of 73 basis points to 4.75% in 2021 from 4.02%
in 2020, contributing to a $1,403,000 increase in interest income. This was
partially offset by a decrease in average commercial and industrial loans of
$12,075,000, or 5.9%, to $193,491,000 for 2021, resulting in a $487,000 decrease
in interest income. Included in this category are the PPP loans which
contributed $7,422,000 of the net volume decrease. crease in average yield of 73
basis points to 4.75% in 2021 from 4.02% in 2020, contributing to a $1,403,000
increase in interest income. The PPP loans contributed 109 basis points to the
increase in the average yield.

Tax-exempt loan income decreased $439,000 from $1,274,000 in 2020. When comparing the same periods, average balances decreased $11,639,000 to $24,026,000, which contributed a $416,000 decrease in interest income. The average yield on the tax-exempt loan portfolio decreased from 3.57% for 2020 to 3.47% for 2021, resulting in a decrease in interest income of $23,000.



Retail lending balances increased $13,120,000 while interest income for retail
lending decreased $180,000 in 2021 compared with 2020, driven by the 49-basis
point decrease in yield.  Average residential mortgage loans secured by first
lien 1-4 family residential mortgages increased by $18,164,000, or 23.6%, to
$95,241,000 for 2021. The average yield on the residential real estate portfolio
decreased 38 basis points to 3.41% for 2021 compared to 3.79% for 2020. Overall,
interest income for this segment grew $322,000 in 2021.

                                     - 24 -
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Average home equity loans balances decreased $4,182,000, or 6.8%, to $57,311,000
when comparing 2021 and 2020. The yield on the home equity portfolio decreased
50 basis points to 3.29% when comparing the two years.

Interest income on consumer loans decreased $60,000 primarily due to a $470,000 decrease in Student loans average balances.

Deposits and Borrowings

2022 versus 2021



Earning assets are funded primarily by deposits, which increased on average by
$101,316,000, or 7.5%, to $1,460,416,000, when comparing 2022 and 2021. Total
interest expense for 2022 was $7,924,000 compared with $4,643,000 for 2021, an
increase of $3,281,000. Interest expense on total deposits increased $2,678,000
and interest expense on borrowed funds increased $603,000 when comparing the two
years. The rate paid on interest-bearing deposits increased 19 basis points; the
rate paid on borrowings increased 64 basis points, when comparing the two
periods. Deposit and borrowing costs are expected to increase as the competition
for deposits increases when rates rise.

Consistent with the past several years, the growth in deposits during 2022 was
centered in accounts with greater liquidity. Average non-interest-bearing demand
accounts increased $6,267,000, or 2.6%, to $242,778,000 for 2022; QNB has been
successful in increasing business checking accounts. Average interest-bearing
demand accounts increased $37,796,000, or 12.3%, to $345,054,000 for 2022
compared with 2021, with interest expense on interest-bearing demand accounts
increasing $309,000 to $933,000 for 2022. The average rate paid increased seven
basis points to 0.27% for 2022 compared to 0.20% for 2021. Interest-bearing
business checking account average balances increased by $7,918,000, or 12.8%,
and related interest expense increased $141,000, or 17 basis points in yield,
when comparing the two years. Also included in this category is QNB-Rewards
checking, a tiered-rate checking account product. In order to receive the high
rate a customer must receive an electronic statement, have one direct deposit or
other ACH transaction and have at least 12 debit card purchase transactions post
and clear per statement cycle. If these qualifications are not met, the rate
paid is 0.10%. For 2022, the average balance in this product was $104,122,000
and the related interest expense was $366,000 for an average cost of funds of
0.35%. In comparison, the average balance in this product for 2021 was
$96,522,000 and the related interest expense was $350,000 for an average cost of
funds of 0.36%. The rates paid on the QNB-Rewards product, assuming
qualifications are met, is attractive relative to competitors' offerings as well
as other QNB products. This product also generates fee income through the use of
the debit card. The average balance of other interest-bearing demand accounts
included in this category increased from $148,969,000 for 2021 to $171,247,000
for 2022. The average rate paid on these balances was 0.05% in 2021 and 0.13% in
2022.

Average money market accounts increased $15,469,000, or 12.6%, to $137,830,000
for 2022 compared with 2021. Interest expense on money market accounts increased
$236,000 to $617,000 for 2022 compared with 2021. The average interest rate paid
on money market accounts was 0.45% for 2022, an increase of 14 basis points
compared with 2021. The balances in this category primarily comprise Select
money market accounts, a product that pays a tiered rate based on account
balances. The balances remaining in these accounts for 2022 were primarily at
higher-yielding tiers.

Interest expense on municipal interest-bearing demand accounts increased
$1,347,000 to $1,758,000 for 2022. The average balance of municipal
interest-bearing demand accounts decreased $5,004,000, or 3.9%, to $122,824,000
and the average interest rate paid on these accounts increased 111 basis points
to 1.43% for 2022 from 0.32% for 2021. Most of these accounts are indexed to the
Federal funds rate with negotiated rate floors between 0.15% and 0.35%. Many of
these deposits are seasonal in nature and are received during the third quarter
as tax receipts are collected and are withdrawn over the course of the next
year.

QNB's online e-Savings product is the largest category of savings deposits and
was created to compete with other online savings accounts. Average e-Savings
balances increased $45,577,000, or 15.7%, to $335,490,000 in 2022 compared with
$289,913,000 in 2021.  The average cost of funds on these accounts was 0.59% for
2022 and 0.36% for 2021. The yield on this account may rise along with market
rates and as competition for savings balances increases. Traditional statement
savings accounts and club accounts are also included in the savings category and
increased on average by $10,897,000, or 11.3%, to $107,614,000. The average rate
paid on total savings accounts was 0.49% for 2022, a 19 basis-point increase
from 0.30% for 2021 and interest expense increased $997,000, to $2,175,000 from
$1,178,000 over the same period.

Interest expense on time deposits decreased $211,000, to $1,421,000 in 2022, due
to a decrease in average balances of $9,686,000 in 2022, to $168,826,000 and a
seven basis-point decrease in yield, from 0.91% in 2021 to 0.84% in
2022. Similar to fixed-rate loans and investment securities, time deposits
reprice over time and, therefore, have less of an immediate impact on costs in
either a rising or falling rate environment. However, the maturity and repricing
characteristics of time deposits tend to be shorter.

                                     - 25 -
--------------------------------------------------------------------------------
Approximately $85,267,000, or 48.6%, in time deposits will reprice or mature
over the next 12 months compared with 56.8% of the portfolio at December 31,
2021. The average rate paid on these time deposits is approximately 0.81%.

Short-term borrowings are comprised of sweep accounts structured as repurchase
agreements with our commercial customers and overnight borrowings from
correspondent banks with average balances in 2022 of $68,650,000 and
$17,226,000, respectively. Interest expense on short-term borrowings increased
by $603,000 to $861,000 when comparing the two years. During this period average
balances of repurchase agreements decreased $2,817,000 with a 14 basis-point
increase in average rate paid, resulting in an increase of cost of funds of
$85,000. The average balances of borrowings from correspondent banks increased
$17,035,000 and the average rate paid increased 249 basis points, resulting in
an increase in cost of funds of $518,000.

Average long-term debt was $10,000,000 with an average yield of 1.57%. The yield on interest-bearing liabilities increased 21 basis points to 0.60% for 2022.

2021 versus 2020



Total interest expense for 2021 was $4,643,000 compared with $6,445,000 for
2020, a decrease of $1,802,000. Interest expense on total deposits decreased
$1,836,000 and interest expense on borrowed funds increased $34,000 when
comparing the two years. The rate paid on interest-bearing deposits decreased 25
basis points; the rate paid on borrowings decreased 13 basis points, when
comparing the two periods.

Average non-interest-bearing demand accounts increased $49,614,000, or 26.5%, to
$236,511,000 for 2021; QNB has been successful in increasing both personal and
business checking accounts. Average interest-bearing demand accounts increased
$55,208,000, or 21.9%, to $307,258,000 for 2021 compared with 2020, with
interest expense on interest-bearing demand accounts decreasing $44,000 to
$624,000 for 2021. The average rate paid decreased six basis points to 0.20% for
2021 compared to 0.26% for 2020. Interest-bearing business checking account
average balances increased by $7,025,000, or 12.8%, and related interest expense
decreased $79,000, or 19 basis points in yield, when comparing the two
years. For 2021, the average balance QNB-Rewards checking was $96,522,000 and
the related interest expense was $350,000 for an average cost of funds of 0.36%.
In comparison, the average balance in this product for 2020 was $74,447,000 and
the related interest expense was $325,000 for an average cost of funds of 0.44%.
The average balance of other interest-bearing demand accounts included in this
category increased from $122,861,000 for 2020 to $148,969,000 for 2021. The
average rate paid on these balances was 0.05% for both years.

Average money market accounts increased $31,372,000, or 34.5%, to $122,361,000
for 2021 compared with 2020. Interest expense on money market accounts decreased
$24,000 to $381,000 for 2021 compared with 2020. The average interest rate paid
on money market accounts was 0.31% for 2021, a decrease of 14 basis points
compared with 2020.

Online eSavings average balances increased $82,736,000, or 39.9%, to
$289,913,000 in 2021 compared with $207,177,000 in 2020.  The average cost of
funds on these accounts was 0.36% for 2021 and 0.50% for 2020. Traditional
statement savings accounts and club accounts are also included in the savings
category and increased on average by $15,609,000, or 19.2%, to $96,717,000. The
average rate paid on total savings accounts was 0.30% for 2021, a ten-basis
point decrease from 0.40% for 2020 and interest expense increased $23,000, to
$1,178,000 from $1,155,000 over the same period.

Interest expense on time deposits decreased $1,523,000, to $1,632,000 in 2021, due to a 57-basis point decrease in yield, from 1.48% in 2020 to 0.91% in 2021. The decrease in average balances was $34,005,000 in 2021, to $178,512,000.



Short-term borrowing average balances in 2021 comprised of sweep accounts
structured as repurchase agreements with our commercial customers and overnight
borrowings from correspondent banks of $71,467,000 and $191,000, respectively.
Interest expense on short-term borrowings increased by $11,000 to $258,000 when
comparing the two years. During this period average balances of repurchase
agreements increased $21,460,000 with a seven-basis point decrease in average
rate paid, resulting in an increase of cost of funds of $43,000. The average
balances of borrowings from correspondent banks declined $1,547,000 and the
average rate paid decreased 138 basis points, resulting in a decrease in cost of
funds of $32,000.

Average long-term debt was $10,000,000 with an average yield of 1.57%. The yield on interest-bearing liabilities decreased 24 basis points to 0.39% for 2021.


                                     - 26 -

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Provision for Loan Losses



The provision for loan losses represents management's determination of the
amount necessary to be charged to operations to bring the allowance for loan
losses to a level that represents management's best estimate of the known and
inherent losses in the existing loan portfolio. QNB recorded a reversal of the
provision for loan losses of $850,000 for the twelve months ended December 31,
2022 compared to a provision for loan losses of $458,000 and $1,250,000 for the
twelve-month periods ended December 31, 2021 and 2020, respectively. Net loan
recoveries were $197,000, or 0.02% of total average loans for 2022 compared with
net charge-offs of $100,000, or 0.01% of total average loans for 2021 and
$311,000, or 0.04% of total average loans in 2020. The majority of the
commercial loans charged off during 2021 and 2020 had specific reserves
established during the allowance for loan loss calculation process prior to the
decision to charge-off the loans. The majority of the recoveries during 2022,
were on these previously charged off commercial loans. Deterioration in credit
quality or significant growth in the loan portfolio may result in a higher
provision for loan losses in 2023.

Non-Interest Income

Non-interest income comparison


                                                                                                  Change from prior year
                                                                                      $ Change                              % Change
Year ended December 31,              2022         2021         2020        

2022 to 2021 2021 to 2020 2022 to 2021 2021 to 2020 Fees for services to customers $ 1,614 $ 1,326 $ 1,315 $


         288     $           11               21.7 %             0.8 %
ATM and debit card                    2,719        2,682        2,195                 37                487                1.4              22.2
Retail brokerage and advisory           788          786          581                  2                205                0.3              35.3
Bank-owned life insurance               361          497          294               (136 )              203              -27.4              69.0
Merchant                                394          451          417                (57 )               34              -12.6               8.2
Net gain (loss) on sale of
investment
  securities                            266        1,806          609             (1,540 )            1,197              -85.3             196.6
Unrealized gain (loss) on
investment equity
  securities                         (1,026 )        926          (47 )           (1,952 )              973             -210.8               N/M
Net gain on sale of loans                 6          595        1,724      

        (589 )           (1,129 )            -99.0             -65.5
Other                                   609          712          514               (103 )              198              -14.5              38.5
Total                              $  5,731     $  9,781     $  7,602     $       (4,050 )   $        2,179              -41.4 %            28.7 %

N/M - Not Meaningful




2022 versus 2021

QNB, through its core banking business, generates various fees and service
charges. Total non-interest income includes service charges on deposit accounts,
ATM and debit card income, retail brokerage and advisory income, income on
bank-owned life insurance, merchant income and gains and losses on investment
securities and residential mortgage loans. Total non-interest income was
$5,731,000 in 2022 compared with $9,781,000 in 2021, a decrease of $4,050,000.
 Excluding the unrealized (losses)gains on equity securities, gains(losses) on
sales of investment securities and gains on sales of loans, noninterest income
was $6,485,000 in 2022 compared to $6,454,000 in 2021, an increase of $31,000.

Fees for services to customers are primarily comprised of service charges on
deposit accounts. These fees were $1,614,000 for 2022, an increase of $288,000
from 2021. Overdraft income, which represented approximately 78% and 72% of
total fees for services to customers in 2022 and 2021, respectively, increased
by $312,000, or 32.8%, when comparing 2022 to 2021. The increase in overdraft
income primarily reflects an increase in the number of overdraft occurrences.

ATM and debit card income is primarily comprised of transaction income on debit
cards and ATM cards and ATM surcharge income for the use of QNB's ATM machines
by non-QNB customers. ATM and debit card income was $2,719,000 in 2022, an
increase of $37,000, or 1.4%, from the amount recorded in 2021. Debit card
interchange income increased $44,000, or 1.7%, to $2,664,000 in 2022, while ATM
surcharge income and monthly card fees income decreased $7,000 to $55,000. The
growth in checking accounts and card usage contributed to the increase in debit
card income, including the QNB Rewards checking product, a tiered-rate checking
account which requires, among other terms, the posting of a minimum of twelve
debit card purchase transactions per statement cycle to receive the high
interest rate.

QNB provides securities and advisory services under the name QNB Financial
Services through an independent third-party registered Broker/Dealer and
Registered Investment Advisor. QNB terminated its contract with its third-party
broker-dealer effective August 1, 2018 and entered into a similar arrangement
with another third-party provider. QNB Financial Services finalized the
transferring of accounts to the new provider's platform during 2019. QNB
receives a percentage of the revenue generated but is responsible for salaries
and expenses of advisors who are QNB employees. Retail brokerage and advisory
revenue was $788,000 for 2022 compared with $786,000 for 2021, an increase of
$2,000, or 0.3%. Advisory fees increased $31,000 comparing 2022 to 2021. Sales
in front-loaded products, such as annuities and alternative investments (which
include private equity, hedge funds, managed futures, real estate

                                     - 27 -
--------------------------------------------------------------------------------
"REITs", commodities and derivatives contracts) and trailing income related to
these decreased $29,000 in 2022 over 2021. In 2022, the net income provided by
QNB Financial Services was $210,000, compared with $206,000 in net income for
2021.

Income on bank-owned life insurance ("BOLI") represents the earnings and death
benefits on life insurance policies in which the Bank is the beneficiary. The
insurance carriers reset the rates on these policies annually taking into
consideration the interest rate environment as well as mortality costs. The
existing policies have rate floors which limit how low the earnings rate can go.
Some of these policies are currently at their floor. Income on these policies
during 2022 was $361,000 compared to $497,000 for 2021; included in these
numbers was a life insurance benefit of $46,000 realized during 2022 and a
benefit of $193,000 realized during 2021.

Merchant income represents fees charged to merchants for the Bank's handling of
credit card or charge sales. Merchant income was $394,000 for 2022, a decrease
of $57,000, or 12.6%, from the amount reported in 2021. The decrease in merchant
income is primarily a result of decreased usage.

The fixed-income securities portfolio represents a significant portion of QNB's
earning assets and is also a primary tool in liquidity and asset/liability
management. QNB actively manages its fixed-income portfolio to take advantage of
changes in the shape of the yield curve, changes in spread relationships in
different sectors, and for liquidity purposes. Management continually reviews
strategies that will result in an increase in the yield or improvement in the
structure of the investment portfolio, including monitoring credit and
concentration risk in the portfolio. In addition, the Corporation owns a small
portfolio of equity securities for the purpose of generating both dividend
income and capital appreciation.

Net gains on sales of investment securities decreased $1,540,000 to a net gain
of $266,000 for the year ended December 31, 2022, compared with a net gain of
$1,806,000 for the year ended December 31, 2021, primarily due to market
conditions which resulted in greater opportunities for profitable sales in 2021
compared with 2022. Gains from equity securities were $405,000 in 2022 compared
to gains of $1,788,000 in 2021. Net losses/gains on the sale of fixed income
securities were a net loss of $139,000 for 2022 compared to a net gain of
$18,000 for 2021. Unrealized losses/gains on equity securities were unrealized
losses of $1,026,000 recorded during 2022 compared to unrealized gains of
$926,000 during 2021.

The net gain on residential mortgage sales is directly related to the volume of
mortgages sold and the timing of the sales relative to the interest rate
environment. Residential mortgage loans to be sold are identified at
origination. The net gain on the sale of residential mortgage loans was $6,000
and $595,000 for 2022 and 2021, respectively. Mortgage financing activity was
greater in 2021, as an improvement in rates prompted borrowers to purchase.
Proceeds from the sale of residential mortgages were $304,000 and $16,773,000
for the years ended December 31, 2022 and 2021, respectively. Included in the
gains on the sale of residential mortgages in 2022 and 2021 are $2,000 and
$122,000, respectively, related to the recognition of mortgage servicing
assets.

QNB retains servicing rights for residential mortgages sold in the secondary
market. A servicing fee is retained on all mortgage loans sold and serviced. QNB
recognizes its obligation to service financial assets that are retained in a
transfer of assets in the form of a servicing asset. The servicing asset is
amortized in proportion to, and over, the period of net servicing income or
loss. On a quarterly basis, servicing assets are assessed for impairment based
on their fair value. Mortgage servicing income of $143,000 for 2022 and $102,000
for 2021 is included in other non-interest income.

Other non-interest income, excluding mortgage servicing income, was $466,000 for
2022, a decrease of $144,000 from the amount recorded in 2021. Other
non-interest income included broker-dealer conversion costs reimbursements of
$39,000 and $55,000 for 2022 and 2021, respectively. Other non-interest income
included $37,000 in an anti-trust settlement in 2021. Title company income
decreased $83,000 and letter of credit fees decreased $30,000 when comparing
2022 to 2021.

2021 versus 2020

Total non-interest income was $7,602,000 in 2020 compared with $9,781,000 in 2021, an increase of $2,179,000.



Fees for services to customers are primarily comprised of service charges on
deposit accounts. These fees were $1,326,000 for 2021, an increase of $11,000
from 2020. Overdraft income, which represented approximately 72% and 71% of
total fees for services to customers in 2021 and 2020, respectively, increased
by $20,000, or 2.2%, when comparing 2021 to 2020.

Advisory fees increased $175,000 comparing 2021 to 2020. Sales in front-loaded
products, such as annuities and alternative investments (which include private
equity, hedge funds, managed futures, real estate "REITs", commodities and
derivatives contracts) and trailing income related to these increased $30,000 in
2021 over 2020. In 2021, the net income provided by QNB Financial Services was
$206,000, compared with $197,000 in net income for 2020.

                                     - 28 -

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BOLI income during 2021 was $497,000 compared to $294,000 for 2020; there was a life insurance benefit of $193,000 realized during 2021.

Merchant income was $451,000 for 2021, an increase of $34,000, or 8.28%, from the amount reported in 2020.



Net gains on sales of investment securities increased $1,197,000 to a net gain
of $1,806,000 for the year ended December 31, 2021, compared with a net gain of
$609,000 for the year ended December 31, 2020, primarily due to market
conditions which resulted in greater opportunities for profitable sales in 2021
compared with 2020. Gains from equity securities were $1,788,000 in 2021
compared to gains of $585,000 in 2020. Net gains on the sale of fixed income
securities were $18,000 for 2021 compared to $24,000 for 2020. Unrealized losses
on equity securities of $47,000 were recorded during 2020 compared to unrealized
gains $926,000 during 2021.

The net gain on the sale of residential mortgage loans was $595,000 and
$1,724,000 for 2021 and 2020, respectively. Mortgage financing activity
increased in 2020, as an improvement in rates prompted borrowers to purchase and
continued to represent opportunities in 2021. Proceeds from the sale of
residential mortgages were $16,773,000 and $35,605,000 for the years ended
December 31, 2021 and 2020, respectively. Included in the gains on the sale of
residential mortgages in 2021 and 2020 are $122,000 and $249,000, respectively,
related to the recognition of mortgage servicing assets.

Other non-interest income, excluding mortgage servicing income, was $610,000 for
2021, an increase of $137,000 from the amount recorded in 2020. Other
non-interest income included broker-dealer conversion costs reimbursements of
$55,000 and $66,000 for 2021 and 2020, respectively. Other non-interest income
included $37,000 in an anti-trust settlement. Title company income increased
$79,000 and letter of credit fees increased $45,000 when comparing 2021 to 2020.

Non-Interest Expense

Non-interest expense comparison


                                                                                                  Change from prior year
                                                                                      $ Change                             % Change
Year ended December 31,              2022         2021         2020        

2022 to 2021 2021 to 2020 2022 to 2021 2021 to 2020 Salaries and employee benefits $ 17,306 $ 17,453 $ 16,541 $


        (147 )   $         912               -0.8 %              5.5 %
Net occupancy                         2,195        2,228        2,164                (33 )              64               -1.5                3.0
Furniture and equipment               2,917        2,787        2,750                130                37                4.7                1.3
Marketing                               870          922          876                (52 )              46               -5.6                5.3
Third party services                  2,474        2,160        1,923                314               237               14.5               12.3

Telephone, postage and supplies 748 715 736


          33               (21 )              4.6               -2.9
State taxes                           1,004        1,013          887                 (9 )             126               -0.9               14.2
FDIC insurance premiums                 768          793          569                (25 )             224               -3.2               39.4
Other                                 3,210        2,926        2,509                284               417                9.7               16.6
Total                              $ 31,492     $ 30,997     $ 28,955     $

         495     $       2,042                1.6 %              7.1 %




2022 versus 2021

Non-interest expense is comprised of costs related to salaries and employee
benefits, net occupancy, furniture and equipment, marketing, third party
services, FDIC insurance premiums, regulatory assessments and taxes and various
other operating expenses. Total non-interest expense was $31,492,000 in 2022, an
increase of $495,000, or 1.6%, from the $30,997,000 in 2021. QNB's overhead
efficiency ratio, which represents the percentage of each dollar of revenue that
is used for non-interest expense, is calculated by taking non-interest expense
divided by net operating revenue (tax-equivalent net interest income plus
non-interest income). QNB's efficiency ratios for 2022, 2021 and 2020 were
61.8%, 58.9%, and 63.6%, respectively. The unfavorable increase in the 2022
efficiency ratio is primarily due to a reduction in tax-equivalent non-interest
income of $4,050,000 in 2022 over 2021, partially offset by an increase in
tax-equivalent interest income of $2,377,000 over the same period.

Salaries and benefits expense is the largest component of non-interest expense.
QNB monitors, using various surveys, the competitive salary and benefit
information in its markets and makes adjustments when appropriate. Salaries and
benefits expense for 2022 was $17,306,000, a decrease of $147,000 compared with
$17,453,000 reported in 2021. Salary expense and related payroll taxes for 2022
was $14,739,000, an increase of $35,000 compared with $14,704,000 reported in
2021. Included in salary expense in 2022 was incentive compensation plus related
payroll taxes of $607,000, a $575,000 decrease over incentive compensation in
2021. Benefit expense for 2022 was $2,567,000, a decline of $182,000, or 6.6%,
from the amount recorded in 2021. Medical premiums decreased

                                     - 29 -
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$235,000 primarily due to a reduction in claims. Retirement plan matching and
safe harbor increased $15,000 compared to 2021. QNB utilized unvested forfeited
401(k) contributions to offset retirement plan matching in 2022 and 2021.

Net occupancy and furniture and equipment expense increased $97,000, to $5,112,000 when comparing 2022 to 2021, due primarily to increased software maintenance.



Marketing expense was $870,000 for 2022, a $52,000 decrease from the expense
recorded in 2021. Advertising and sales promotions costs decreased
$40,000. QNB's contributions and sponsorships for not-for-profit organizations,
events and clubs in the communities it serves are included in public relations
expense which decreased $9,000 in 2022.

Third party services are comprised of professional services, including legal,
accounting, auditing and consulting services, as well as fees paid to outside
vendors for support services of day-to-day operations. These support services
include correspondent banking services, statement printing and mailing,
investment security safekeeping and supply management services. Third party
services increased $314,000; QNB incurred additional legal, consulting and other
third-party services to implement core-processing software.

Telephone, postage and supplies expense increased $33,000 to $748,000 in 2022
compared with 2021, primarily due to higher transportation costs for supplies
and mail delivery services.

The premium assessment formula for small institutions is based on asset growth
and related risk assumptions determined by the FDIC as well as capital. Small
institutions, for FDIC premium assessments purposes, are defined as those with
total consolidated assets less than $10 billion. FDIC insurance premium expense
decreased $25,000 in 2022.

State tax expense represents the payment of the Pennsylvania Shares Tax and
Pennsylvania sales and use tax. State tax expense was $1,004,000 and $1,013,000
for the years 2022 and 2021, respectively. The Pennsylvania Shares Tax is based
primarily on the equity of the Bank. The decrease in Pennsylvania Shares Tax is
a result of a lower apportionment factor in Pennsylvania.

Other operating expenses for the twelve months ended December 31, 2022 increased
$284,000, or 9.7%. Checkcard expense increased $114,000 and employee travel,
training, entertainment and membership fees collectively increased $100,000 as
in-person events opened after the Covid-19 pandemic.

2021 versus 2020



Total non-interest expense was $30,997,000 in 2021, an increase of $2,042,000,
or 7.1%, from the $28,955,000 in 2020.  Salaries and benefits expense for 2021
was $17,453,000, an increase of $912,000 compared with $16,541,000 reported in
2020. Salary expense and related payroll taxes for 2021 was $14,704,000, an
increase of $942,000 compared with $13,762,000 reported in 2020. Included in
salary expense in 2021 was incentive compensation plus related payroll taxes of
$1,182,000, a $451,000 increase over incentive compensation in 2020. Benefit
expense for 2021 was $1,544,000, a decline of $94,000, or 5.7%, from the amount
recorded in 2020. Medical premiums decreased $151,000 primarily due to stop-loss
adjustments. Retirement plan matching and safe harbor declined $18,000 compared
to 2020. QNB utilized unvested forfeited 401(k) contributions to offset
retirement plan matching in 2021 and 2020.

Net occupancy and furniture and equipment expense increased $101,000, to $5,015,000 when comparing 2021 to 2020, due primarily to increased software maintenance, additional building maintenance resulting from the COVID-19 Pandemic was recognized in 2021 and 2020.



Marketing expense was $922,000 for 2021, a $46,000 increase from the expense
recorded in 2020. QNB's contributions and sponsorships for not-for-profit
organizations, events and clubs in the communities it serves are included in
public relations expense which increased $45,000 in 2021; many of these events
were cancelled or postponed in 2020 due to the COVID-19 Pandemic..

Third party services increased $237,000; QNB incurred additional legal, consulting and other third-party services to implement a new retail loan software.



Telephone, postage and supplies expense decreased $21,000 to $715,000 in 2021
compared with 2020, primarily due to an increase in supplies during 2020 related
to the COVID-19 Pandemic.

                                     - 30 -

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FDIC insurance premium expense increased $224,000 in 2021 primarily due to asset growth.



State tax expense was $1,013,000 and $887,000 for the years 2021 and 2020,
respectively. The Pennsylvania Shares Tax is based primarily on the equity of
the Bank. The increase in Pennsylvania Shares Tax is a result of growth of the
Bank's capital.

Other operating expenses for the twelve months ended December 31, 2021 increased
$417,000, or 16.6%. During 2020 there was reduced business development, travel,
seminar and meeting expenses related to cancellations of events due to the
COVID-19 Pandemic; many of these activities returned in 2021.

Income Taxes



Applicable income tax expense and effective tax rates were $3,665,000, or 18.7%
for 2022, $3,961,000, or 19.4% for 2021 and $2,562,000, or 17.5% for 2020. The
primary reason for the decreased effective tax rate for 2022 over 2021 was due
to the state taxes on the realized gains on equity sales securities in 2021. The
primary reason for the increased effective tax rate for 2021 over 2020 2020 was
due to the state taxes on the realized gains on equity sales securities in 2021.

QNB expects the effective tax rate in 2023 to be less than the 21% corporate
rate, due to its holdings of tax-free assets, including municipal bonds,
municipal loans, and life insurance contracts. For a more comprehensive analysis
of income tax expense and deferred taxes, refer to Note 11 in the Notes to
Consolidated Financial Statements.

Financial Condition

ASSETS

The following table presents total assets at the dates indicated:



                                                                               Change from prior year
Year ended December 31,                       2022            2021             Amount           Percent
Cash and cash equivalents                  $    15,899     $    13,390     $        2,509            18.7 %
Investment securities AFS                      546,525         692,360           (145,835 )         -21.1
Investment equity securities                    12,056          12,410               (354 )          -2.9
Restricted investment in bank stocks             5,193           1,329              3,864           290.7
Loans receivable                             1,039,385         926,470            112,915            12.2
Allowance for loan losses                      (10,531 )       (11,184 )              653             5.8
Premises and equipment, net                     15,463          16,540             (1,077 )          -6.5
Bank-owned life insurance                       11,625          11,497                128             1.1
Accrued interest receivable                      5,038           4,104                934            22.8
Other assets                                    27,844           6,424             21,420           333.4
Total assets                               $ 1,668,497     $ 1,673,340     $       (4,843 )          -0.3 %



Cash and interest-earning deposits



Total cash and cash equivalents increased $2,509,000 to $15,899,000 at December
31, 2022 from $13,390,000 at December 31, 2021. QNB had interest-bearing
balances at the Federal Reserve Bank of $880,000 compared with $2,931,000 and
interest-bearing balances in a brokerage account of $353,000 compared with
$1,234,000 at December 31, 2022 and December 31, 2021, respectively. Net cash
was provided by both operating and financing activities. The maturity,
prepayment and sales of investment securities, proceeds received from deposit
growth and proceeds from short-term borrowings more than offset loan growth and
the purchases of investment securities.



Investment Securities and Other Short-Term Investments

At December 31, 2022 and 2021, QNB had no Federal funds sold.



QNB accounts for its investments by classifying securities into four categories.
Debt securities that are bought and held principally for the purpose of selling
them in the near term are classified as trading securities and reported at fair
value, with unrealized gains and losses included in earnings. Debt securities
that QNB has the positive intent and ability to hold to maturity are classified
as held-to-maturity securities and reported at amortized cost. Debt securities
not classified as either held-to-maturity securities or trading securities are
classified as available-for-sale securities and reported at fair value, with
unrealized gains and losses, net of tax, excluded

                                     - 31 -
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from earnings and reported as a separate component of shareholders' equity.
Equity investments with readily determinable fair values are measured at fair
value with changes in fair value recognized in net income. Management determines
the appropriate classification of securities at the time of purchase.

Investment Portfolio History
December 31,                                        2022           2021     

2020


Investment Securities Available-for-Sale
U.S. Treasuries                                  $      301     $        -     $        -
U.S. Government agency                               86,709         97,499         69,776
State and municipal                                  95,367        131,035         87,812
U.S. Government agencies and sponsored
enterprises (GSEs):
Mortgage-backed                                     256,161        329,938  

175,847

Collateralized mortgage obligations (CMOs) 101,672 127,012

94,948


Corporate debt                                        6,315          6,876  

7,263

Total investment securities available-for-sale $ 546,525 $ 692,360

   $  435,646
Equity Investments
Equity                                           $   12,056     $   12,410     $   12,849
Total equity investments                         $   12,056     $   12,410     $   12,849
Total investment securities                      $  558,581     $  704,770     $  448,495

Investments Available-For-Sale Debt Securities



Available-for-sale investment securities include securities that management
intends to use as part of its liquidity and asset/liability management strategy.
These securities may be sold in response to changes in market interest rates,
changes in the securities prepayment or credit risk, the need for liquidity, or
growth in loan demand. At December 31, 2022, the fair value of investment debt
securities available-for-sale was $546,525,000, or $102,692,000 less the
amortized cost of $649,217,000. This compares to a fair value of $692,360,000,
or $4,734,000 less the amortized cost of $697,094,000, at December 31, 2021. The
available-for-sale portfolio had a weighted average maturity of approximately
7.2 years at December 31, 2022 and 5.7 years at December 31, 2021. The weighted
average tax-equivalent yield was 1.68% and 1.56% at December 31, 2022 and 2021,
respectively.



At December 31, 2022, approximately 81% of QNB's investment securities
available-for-sale were either U.S. Government agency debt securities, U.S.
Government agency issued mortgage-backed securities or CMOs. As of December 31,
2022, QNB held no securities of any one issue or any one issuer (excluding the
U.S. Government and its agencies) that were in excess of 10% of shareholders'
equity.

The QNB investment portfolio represents a significant portion of earning assets
and interest income. QNB actively manages the investment portfolio in an attempt
to maximize earnings, while considering liquidity needs, interest rate risk and
credit risk. The decrease of the investment portfolio as a percent of total
assets in 2022 is due to a decrease in the fair value and loan growth. During
2022, $35,001,000 of investment securities available-for-sale were purchased
compared with $385,926,000 during 2021. Proceeds from the sale of investment
securities available-for-sale were $7,551,000 during 2022 compared with $282,000
during 2021. In addition to the proceeds from the sale of investment securities
available-for-sale, proceeds from maturities, calls and prepayments were
$72,965,000 in 2022 compared with $113,911,000 in 2021.

Treasury securities had a fair value of $301,000 at December 31, 2022 compared to no balances at December 31, 2021. Excess cash at the holding company was invested in short-term Treasury securities in 2022.



The balance of U.S. Government agency securities decreased $10,790,000 to
$86,709,000 at December 31, 2022 and represents 15.9% of the available-for-sale
investment portfolio, compared with 14.1% at December 31, 2021. U.S. Government
agency issued CMO and MBS balances decreased $99,117,000 to $357,833,000 and
represents 65.5% of the available-for-sale portfolio compared with 66.0% at
December 31, 2021. These bonds provide monthly cash flow to be reinvested in
either loans or other securities, potentially at higher yields as rates
increase.

                                     - 32 -
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The balance of municipal securities decreased $35,668,000 to $95,367,000 at
December 31, 2022, representing 17.4% of the available-for-sale portfolio
compared with 18.9% at December 31, 2021. QNB focuses on the financial
performance of the underlying issuer for municipal bond purchases in addition to
the bond rating of the issuer or the rating of bond insurer, if present. Eight
bonds were purchased with a book value of $4,627,000; 20 bonds with a book value
of $7,865,000 were called or matured in 2022; and 20 bonds with a book value of
$7,387,0000 were sold in 2022.

QNB owns one collateralized debt obligations ("CDO") in the form of a pooled
trust preferred security and is included in the Corporate debt category. The
security is comprised of securities issued by banks or bank holding companies.
QNB owns the mezzanine tranche of this security. The security is structured so
that the senior and mezzanine tranches are protected from defaults by
over-collateralization and cash flow default protection provided by subordinated
tranches. The trust preferred security the Bank continues to hold has a carrying
balance of $53,000 at December 31, 2022 and represents the senior-most
obligation of the trust. There was no credit-related other-than-temporary
impairment charge during 2022, 2021 or 2020. Future estimates of fair value of
the remaining security could require recording additional OTTI charges through
earnings. For additional detail on these securities see Note 17 of the Notes to
Consolidated Financial Statements.


The weighted average maturity is based on the stated contractual maturity or
likely call date of all securities except for MBS and CMOs, which are based on
estimated average life. The maturity of the portfolio could become shorter if
interest rates decline and prepayments on MBS and CMOs increase or securities
are called. However, the estimated average life could lengthen if interest rates
were to increase and principal payments on MBS and CMOs slowed or securities
anticipated to be called extend past their call date.

Investment Portfolio Maturities and Weighted Average Yields



                                                    After one        After five
                                                       year            years
                                     One year        through          through         After ten
December 31, 2022                    or less        five years       ten years          years          Total
Investment Securities
Available-for-Sale
U.S. Treasuries
Fair value                          $      301     $          -     $          -     $         -     $     301
Weighted average yield                    1.34 %              -                -               -          1.34 %
U.S. Government agency:
Fair value                                   -     $     23,420     $     63,289               -     $  86,709
Weighted average yield                       -             0.76 %           1.23 %             -          1.10 %
State and municipal:
Fair value                                   -            1,464           15,535          78,368        95,367
Weighted average yield                       -             3.45 %           2.76 %          2.11 %        2.24 %
Mortgage-backed:
Fair value                                   1           48,304          207,856               -       256,161
Weighted average yield                    2.79 %           1.68 %           1.59 %             -          1.61 %
Collateralized mortgage
obligations (CMOs):
Fair value                                 187           19,804           81,681               -       101,672
Weighted average yield                    2.23 %           1.87 %           1.60 %             -          1.65 %
Corporate debt:
Fair value                                   -            1,957            4,358               -         6,315
Weighted average yield                       -             2.30 %           5.36 %             -          4.41 %
Total fair value                    $      489     $     94,949     $    372,719     $    78,368     $ 546,525
Weighted average yield                    1.68 %           1.53 %           1.62 %          2.11 %        1.68 %




Securities are assigned to categories based on stated contractual maturity
except for mortgage-backed securities and CMOs which are based on anticipated
payment periods and state and municipal securities which are based on
pre-refunded date, if applicable. Tax-exempt securities were adjusted to a
tax-equivalent basis and are based on the marginal Federal corporate tax rate of
21% and a Tax Equity and Financial Responsibility Act ("TEFRA") adjustment for
the cost of funds. Weighted average yields on investment securities
available-for-sale are based on amortized cost.


Investments in Equity Securities



Equity securities decreased $354,000 to $12,056,000 at December 31, 2022 from
$12,410,000 at December 31, 2021. QNB sold $1,594,000 in equity securities for a
net gain of $405,000 and purchased $1,860,000 in equities during 2022.

                                     - 33 -
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Increases and decreases in the fair value of equity securities were recognized
in net income, At December 31, 2022, the fair value of the equity securities was
$12,056,000, or $35,000 below the cost of $12,091,000 compared to $12,410,000,
or $991,000 above the cost of $11,419,000 at December 31, 2021.

The equities portfolio comprises blue-chip large-capitalized stocks, providing a
taxable equivalent dividend yield of 3.32%. The estimated cumulative
contribution (realized and unrealized net gains (losses), plus dividends) of the
equity portfolio to earnings per share from January 1, 2012 through December 31,
2022 is $2.39 per diluted share. Details of the equity portfolio's contribution
to net income is detailed in the following table.


Net Income (Expense) on
Equity Securities                                                  For the Year Ended December 31,
                                  2015           2016            2017      

2018 2019 2020 2021 2022 Equity Securities: Tax-equivalent dividends* $ 244 $ 233 $ 249

$ 300 $ 274 $ 392 $ 437 $ 399 Net gain (loss) on sales

             691            758            1,557           (79 )     1,781        585       1,788          405
OTTI                                 (55 )         (192 )            (80 )         N/A         N/A        N/A         N/A          N/A
Unrealized (loss) gain               N/A            N/A              N/A          (336 )       770        (47 )       926       (1,026 )
Tax-equivalent income before
tax                                  880            799            1,726          (115 )     2,825        930       3,151         (222 )
Tax expense (benefit)*               357            324              701           (33 )       816        269         910          (64 )
Net income                      $    523       $    475       $    1,025       $   (82 )   $ 2,009     $  661     $ 2,241     $   (158 )

Earnings per share - basic $ 0.16 $ 0.14 $ 0.30

$ (0.02 ) $ 0.57 $ 0.19 $ 0.63 $ (0.04 ) Earnings per share - diluted 0.16

           0.14             0.30    

(0.02 ) 0.57 0.19 0.63 (0.04 ) Tax-equivalent yield

                3.35 %         3.13 %           3.49 %  

3.08 % 3.31 % 3.54 % 3.02 % 3.32 %

*Based on Federal tax rates of 34% for the 2015 and 2016 periods and 21% for the 2017, 2018, 2019, 2020, 2021 and 2022 periods.

Loans

QNB's primary business is to accept deposits and to make loans to meet the credit needs of the communities it serves. Loans are the most significant component of earning assets, and growth in loans to small businesses and residents of these communities has been a primary focus of QNB. Inherent within the lending function is the evaluation and acceptance of credit risk and interest rate risk. QNB manages credit risk associated with its lending activities through portfolio diversification, underwriting policies and procedures and loan monitoring practices.



QNB has comprehensive policies and procedures that define and govern commercial
and retail loan originations and the management of risk. All loans are
underwritten in a manner that emphasizes the borrowers' capacity to pay. The
measurement of capacity to pay delineates the potential risk of non-payment or
default. The higher potential for default determines the need for and amount of
collateral required. QNB makes unsecured commercial loans when the capacity to
pay is considered substantial. As capacity lessens, collateral is required to
provide a secondary source of repayment and to mitigate the risk of loss.
Various policies and procedures provide guidance to the lenders on such factors
as amount, terms, price, maturity and appropriate collateral levels. Each risk
factor is considered critical to ensuring that QNB receives an adequate return
for the risk undertaken, and that the risk of loss is minimized.

QNB manages the risk associated with commercial loans by having lenders work in
tandem with credit analysts while maintaining independence between personnel. In
addition, a Bank loan committee and a committee of the Board of Directors review
and approve certain loan requests on a weekly basis. Other than disclosed in the
forthcoming Loan Portfolio Table, at December 31, 2022, there was a
concentration of loans to lessors of residential buildings and dwellings of
20.0% of total loans and to lessors of nonresidential buildings of 22.5% of
total loans, compared with 18.0% and 24.2% of total loans, respectively, at
December 31, 2021. These concentrations were primarily within the commercial
real estate categories.

                                     - 34 -
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QNB's commercial lending activity is focused on small businesses within the
local community. Commercial purpose loans are generally perceived as having more
risk of default than residential real estate loans with a personal purpose and
consumer loans. These types of loans involve larger loan balances to a single
borrower or group of related borrowers and are more susceptible to a risk of
loss during a downturn in the business cycle. These loans may involve greater
risk because the availability of funds to repay these loans depends on the
successful operation of the borrower's business. The assets financed are used
within the business for its ongoing operation. Repayment of these types of loans
generally comes from the cash flow of the business or the ongoing conversions of
assets, such as accounts receivable and inventory, to cash. Commercial and
industrial loans represent commercial purpose loans that are either secured by
collateral other than real estate or unsecured.

Commercial loans secured by commercial real estate include commercial purpose
loans collateralized at least in part by commercial real estate. Some of these
loans may not be for the express purpose of conducting commercial real estate
transactions. Commercial loans secured by residential real estate are commercial
purpose loans generally secured by the business owner's residence or residential
investment properties owned by the borrower and rented to tenants. Commercial
loans secured by either commercial real estate or residential real estate are
originated primarily within the Eastern Pennsylvania market area, are within the
Bank's underwriting criteria, and generally include the guarantee of the
borrowers. Repayment of this kind of loan is dependent upon either the ongoing
cash flow of the borrowing entity or the resale of or lease of the subject
property. Commercial real estate and commercial construction loans may be
affected to a greater extent than residential loans by adverse conditions in
real estate markets or the economy because commercial real estate borrowers'
ability to repay their loans depends on successful development of their
properties.

Loans to state and political subdivisions are tax-exempt or taxable loans to
municipalities, school districts and housing and industrial development
authorities. These loans can be general obligations of the municipality or
school district repaid through their taxing authority, revenue obligations
repaid through the income generated by the operations of the authority, such as
a water or sewer authority, or loans issued to a housing and industrial
development agency, for which a private corporation is responsible for payments
on the loans.

The Company originates fixed rate and adjustable-rate residential real estate
loans that are secured by the underlying 1-4 family residential properties.
Credit risk exposure in this area of lending is minimized by the evaluation of
the credit worthiness of the borrower, including debt-to-income ratios, credit
scores and adherence to underwriting policies that emphasize conservative
loan-to-value ratios of generally no more than 80%. To reduce interest rate
risk, qualifying originations of fixed-rate loans to individuals for 1-4 family
residential mortgages with maturities of 15 years or greater are generally sold
in the secondary market. Mortgage loan origination activity decreased in 2022
with $298,000 in residential mortgages originated for sale during 2022, compared
with $4,892,000 for 2021. There were no in residential mortgage loans
held-for-sale at December 31, 2022 or at December 31, 2021. Loan held for sale
are carried at the lower of aggregate cost or market.

The home equity portfolio consists of fixed-rate home equity loans and variable
rate home equity lines of credit. These loans are often in a junior lien
position and therefore carry a higher risk than first lien 1-4 family
residential loans. Risks associated with loans secured by residential
properties, either first lien residential mortgages or home equity loans and
lines, are generally lower than commercial loans and include general economic
risks, such as the strength of the job market, employment stability and the
strength of the housing market. Since most loans are secured by a primary or
secondary residence, the borrower's continued employment is the greatest risk to
repayment.

The Company offers a variety of loans to individuals for personal and household
purposes. Consumer loans are generally considered to have greater risk than
loans secured by residential real estate because they may be unsecured, or, if
they are secured, the value of the collateral may be difficult to assess or more
likely to decrease in value than real estate. Credit risk in this portfolio is
controlled by conservative underwriting standards that consider debt-to-income
levels and the creditworthiness of the borrower, and, if secured, the value of
the collateral.

Under the CARES Act, enacted on March 27, 2020, QNB continues to provide
customers experiencing financial hardship caused by the COVID-19 Pandemic,
solutions to help them through this difficult period. QNB had modified a total
305 commercial loans or $160,676,000 and 61 retail loans or $8,808,000 during
2020 due to COVID-19. As of December 31, 2022, QNB had no modifications
related to the COVID-19 Pandemic.  QNB will continue to work with our borrowers
during this difficult time. During 2020, the Bank originated $82,475,000 in PPP
loans, enabling 660 businesses to maintain their payrolls and stay in
operation. At December 31, 2020, QNB had 556 PPP loans totaling $72,821,000
reported in commercial and industrial loans. At December 31, 2021 there were 16
loans remaining outstanding under the 2020 originated PPP loans totaling
$806,000 and related net originations fees were $11,000 which are recognized in
interest income as a yield adjustment over the term of the loans. At December
31, 2022 there were three loans remaining outstanding under the 2020 originated
PPP loans totaling $329,000 and related net originations fees were $1,000.

Under the Economic Aid Act, enacted on December 27, 2020, QNB originated
additional first draw PPP loans and second draw PPP loans during 2021. QNB
closed 315 loans totaling $35,021,000, including first draw loans of $2,781,000
and second draw loans of $32.241.000. There were 82 loans totaling $13,521,000
outstanding at December 31, 2021 and one loan totaling $2,000,000 at

                                     - 35 -
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December 31, 2022.  QNB received origination fees from the SBA ranging from a
flat fee of $2,500 to five basis points which are recognized in interest income
as a yield adjustment over the term of the loan. Net unearned fees and costs on
these PPP loans was $471,000 at December 31, 2021 and $38,000 at December 31,
2022. The PPP loans are 100% guaranteed by the SBA.

Excluding PPP loans net of deferred fees at December 31, 2022 and December 31, 2021, loans receivable would have increased $124,470,000, or 13.6% since year-end 2021 and $63,678,000, or 7.5% comparing year-end 2021 to year-end 2020.



Total loan receivables at December 31, 2022 were $1,039,385,000, an increase of
$112,915,000, or 12.2%, from December 31, 2021. A key financial ratio, loans to
deposits was 73.3% at December 31, 2022, compared with 63.9% at December 31,
2021. QNB continues to be committed to make loans available to credit worthy
consumers and businesses.

Loan Portfolio
December 31,                             2022           2021          2020          2019          2018
Commercial:
Commercial and industrial             $   160,875     $ 148,610     $ 227,431     $ 168,031     $ 162,452
Construction                               62,955        55,855        57,594        56,209        50,135
Secured by commercial real estate         518,070       451,404       377,586       336,050       308,590
Secured by residential real estate        103,419        84,741        81,897        72,443        68,581
State and political subdivisions           20,971        19,775        25,302        38,376        43,737
Retail:
1-4 family residential mortgages          105,654       100,281        82,739        69,469        67,453
Home equity loans and lines                63,580        61,782        63,943        73,311        77,475
Consumer                                    4,113         4,699         5,364         6,530         6,785
Total loans                             1,039,637       927,147       921,856       820,419       785,208
Net unearned costs (fees)                    (252 )        (677 )      (1,814 )         197           240
Loans receivable                      $ 1,039,385     $ 926,470     $ 920,042     $ 820,616     $ 785,448

Loan Maturities and Interest Sensitivity


                                                                                                                Loans due after one year
                                      After one           After                                             With fixed            With variable or
                      One year       year through      five through       After                           predetermined              adjustable
December 31, 2022      or less        five years         15 years        15 years         Total           interest rate            interest rates
Commercial:
Commercial and
industrial            $ 102,133     $       40,841     $     17,133     $      768     $   160,875     $             35,301       $         23,441
Construction             17,267             12,998            4,114         28,576          62,955                    1,571                 44,117
Secured by
commercial real
estate                   12,626             27,096          166,917        311,431         518,070                   41,674                463,770
Secured by
residential real
estate                    1,411              3,145           29,868         68,995         103,419                    2,821                 99,187
State and political
subdivisions                  -              1,145           15,199          4,627          20,971                    1,306                 19,665
Retail:
1-4 family
residential
mortgages                   130                701           14,091         90,732         105,654                   43,701                 61,823
Home equity loans

and lines                 5,240              2,743           17,041         38,556          63,580                   21,337                 37,003
Consumer                    396              1,450              653          1,614           4,113                    1,767                  1,950
Total                 $ 139,203     $       90,119     $    265,016     $  545,299     $ 1,039,637     $            149,478       $        750,956

Demand loans and loans with no stated maturity are included in one year or less. Table details final maturity.



The Allowance for Loan Losses Allocation table on Page 39 shows the percentage
composition of the loan portfolio over the past five years. There was little
change in the composition of the portfolio between the periods ended December
31, 2022 and 2021. Loans secured by commercial real estate remained the largest
sector of the portfolio amounting to 49.8% and 48.7% of the portfolio at
December 31, 2022 and December 31, 2021, respectively, as the balances in this
sector grew by $66,666,000, or 14.8%, from $431,404,000 at December 31, 2021 to
$518,070,000 at December 31, 2022. While loans secured by commercial real estate
represent a significant portion of the total portfolio, the collateral is
diversified, including investment properties, manufacturing facilities, office

                                     - 36 -
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buildings, hospitality properties, hospitals, retirement and nursing home
facilities, warehouses and owner-occupied facilities. Commercial real estate
loans have drawn the attention of the regulators in recent years as a potential
source of risk. QNB monitors these types of loans closely, obtaining updated
appraisals on loans classified substandard or worse. As detailed in the
Allowance for Loan Losses table, QNB had no charge-offs in this category in
2022, 2021 or 2020.

Commercial loans secured by residential real estate increased by $18,678,000, or
22.0%, to $103,419,000 at December 31, 2022 and at 9.9% represent a slightly
higher share of the overall portfolio than the 9.2% at December 31, 2021. Some
of the properties that serve as collateral for these loans are located outside
the Bank's market area and have experienced vacancies and significant declines
in market value in prior years. Non-accrual commercial loans secured by
residential real estate were $285,000, $391,000, and $875,000 at December 31,
2022, 2021, and 2020, respectively. Charge-offs in this category have
significantly decreased over the past three years. Net recoveries of $45,000 in
2022, compared to net charge-off of $17,000 in 2021 and net recoveries of
$68,000 in 2020. In 2022, $41,000 in net recoveries were on out-of-market
properties compared with $23,000 of the net charge-offs in 2021 and $64,000 of
the net recoveries in 2020.

Commercial and industrial loans, the second largest sector of the portfolio,
experienced an increase in balances of $12,265,000, or 8.3%, to $160,875,000 at
December 31, 2022. This followed a decline in this category of $78,821,000, or
34.7%, in 2021. Excluding PPP loans, commercial and industrial loans increased
$24,263,000, or 18.1%, in 2022 and increased $49,069,000, or 7.0%, in 2021.
Commercial and industrial loans represented 15.5% of the portfolio at year-end
2022 compared with 16.0% at December 31, 2021. Excluding PPP loans, commercial
and industrial loans represented 15.3% of the portfolio at year-end 2022
compared to 14.7% of the portfolio at year-end 2021. This category of loans
generally presents a greater risk than loans secured by real estate since these
loans are either secured by accounts receivable, inventory or equipment, or are
unsecured. During 2022, nonaccrual commercial and industrial loan balances
decreased $1,794,000 to $1,575,000, the majority of which is due to paydowns of
$1,811,000. During 2021, nonaccrual commercial and industrial loan balances
decreased $998,000 to $3,369,000, the majority of which is due to paydowns of
$998,000. During 2020, nonaccrual commercial and industrial loan balances
decreased $1,534,000 to $4,367,000, the majority of which is due to paydowns of
$1,270,000 and the partial charge-off of three credits totaling of $263,000. In
2021, 2020 and 2019, there were charge-off of $0, $268,000 and $207,000,
respectively.

Construction loans increased 12.7% to $62,955,000, or 6.1% of the portfolio at
December 31, 2022, from $55,855,000, or 6.0% of the portfolio at December 31,
2021. These loans are primarily to developers and builders for the construction
of residential units or commercial buildings or to businesses for the
construction of owner-occupied facilities. This portfolio is diversified among
different types of collateral including: 1-4 family residential construction,
medical and retirement home facilities, office buildings, hotels and land for
development loans. Construction loans are generally made only on projects that
have municipal approval. These loans are usually originated to include a short
construction period followed by permanent financing provided through a
commercial mortgage after construction is complete. Once construction is
complete, the balance is moved to the secured by commercial real estate category
if the permanent financing is provided by the Bank. There were no charge-offs in
the construction loan portfolio since 2011, and no construction loans on
non-accrual since 2014.

Loans to state and political subdivisions increased $1,196,000, or 2.9%, to
$20,971,000 at December 31, 2022 from $19,775,000 at December 31, 2021. This
sector decreased to 2.0% of the total loan portfolio at December 31, 2022 from
2.1% at December 31, 2021. Many municipalities, counties and school districts
refinanced their existing bonds or bank debt due to rate. The decrease in 2021
in the above table was primarily due to one relationship lost during the end of
2021.

Residential mortgage loans secured by first lien balances increased by
$5,373,000, or 5.4%, to $105,654,000 at December 31, 2022. This followed an
increase of $17,542,000, or 21.2%, to $100,281,000, between December 31, 2020
and December 31, 2021. In 2022 and 2021, QNB retained some adjustable and fixed
rate mortgages to borrowers with high credit scores and low loan-to-value
ratios.

Balances in home equity loans and lines increased $1,798,000, or 2.9%, to
$63,580,000 at December 31, 2022. During 2022, QNB continued to offer very
attractive rates on both variable and fixed rate home equity loans and lines.
These attractive rates, along with excellent customer service, including quick
turnaround time, resulted in new originations in home equity loans, however,
paydowns and refinancing into mortgage loans contributed to the decline. QNB
expects demand for home equity loans will increase as rates normalize and debt
consolidation into mortgage loans decline.

Consumer loan balances decreased $586,000 to $4,113,000 at December 31, 2022. In
2013, QNB reentered the private student loan market through a relationship with
a third party. These student loans are either fixed or variable rate with the
rate dependent on the credit scores of the student and/or the cosigner. As of
December 31, 2022 the balance of student loans was $2,180,000, a decrease of
$256,000 compared with December 31, 2021. Student loan balances will decline, as
their balances are no longer insured, and QNB ceased funding originations
through the third party during 2019 and forward.

Non-Performing Assets



Non-performing assets include non-performing loans, OREO and repossessed
assets. Non-performing assets totaled $9,121,000, or 0.55% of total assets at
December 31, 2022, a $2,551,000 decrease over the $11,672,000, or 0.70% of total
assets at December 31, 2021.

Total non-performing loans, which represent loans on non-accrual status, loans past due 90 days or more and still accruing interest and troubled debt restructured loans were $9,121,000, or 0.88% of total loans receivable at December 31, 2022 compared with


                                     - 37 -
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$11,672,000, or 1.26% of total loans receivable at December 31, 2021. Loans on
non-accrual status were $4,820,000 at December 31, 2022 compared $7,530,000 at
December 31, 2021. The decrease was primarily due to paydowns of $2,288,000, net
charge-offs of $66,000 and loans returned to accruing of $519,000; partially
offset by $163,000 being placed on nonaccrual of which $138,000 were due to
retail relationships. Specific impairment reserves have been established based
on updated collateral values even if the borrower continues to pay in accordance
with the terms of the agreement. Of the total amount of non-accrual loans at
December 31, 2022, $3,345,000, or approximately 71% of the loans classified as
non-accrual, are current or past due less than 30 days.

QNB had no loans 90 days or more past due and still accruing at December 31,
2022 or at December 31, 2021. Total loans that are 30 days or more past due
decreased $1,804,000 to $2,439,000, representing 0.23% of total loans at
December 31, 2022 compared with $4,243,000 and 0.46% of total loans at December
31, 2021. Restructured loans, as defined in accounting guidance for troubled
debt restructuring in ASC 310-40, that have not already been included in loans
past due 90 days or more and still accruing or in non-accrual loans, totaled
$4,301,000 and $4,142,000 at December 31, 2022 and 2021, respectively.

QNB held no OREO at December 31, 2022 or 2021. There were no repossessed assets as of December 31, 2022 or 2021.




Non-Performing Assets
December 31,                        2022          2021          2020          2019          2018
Loans past due 90 days or more
and accruing
Commercial:
Commercial and industrial         $       -     $       -     $       -     $       -     $       -
Construction                              -             -             -             -             -
Secured by commercial real
estate                                    -             -             -             -             -
Secured by residential real
estate                                    -             -             -             -             -
State and political
subdivisions                              -             -             -             -             -
Indirect lease financing                  -             -             -             -             -
Retail:                                   -             -             -             -             -
1-4 family residential
mortgages                                 -             -             -             -             -
Home equity loans and lines               -             -             -             -             -
Consumer                                  -             -             -             -             -
Total loans past due 90 days or
more and accruing                         -             -             -             -             -

Non-accrual loans
Commercial:
Commercial and industrial             1,575         3,369         4,367         5,901         3,179
Construction                              -             -             -             -             -
Secured by commercial real
estate                                2,031         2,279         2,905         3,640         1,965
Secured by residential real
estate                                  289           391           875           851         1,102
State and political
subdivisions                              -             -             -             -             -
Retail:
1-4 family residential
mortgages                               461           721           636           636           940
Home equity loans and lines             402           680           752           537           166
Consumer                                 62            90           105           139           126
Total non-accrual loans               4,820         7,530         9,640        11,704         7,478

Troubled debt restructured
loans, not included above             4,301         4,142         4,469         4,760         2,160
Total non-performing assets       $   9,121     $  11,672     $  14,109     $  16,464     $   9,638
Total non-performing assets as
a percent of total assets              0.55 %        0.70 %        0.98 %        1.34 %        0.82 %
Nonaccrual loans to total loans        0.88          1.26          1.53          2.01          1.23




Additional loan quality information can be found in Note 5 of the Notes to the
Consolidated Financial Statements included in Item 8 of this Form 10-K.
Management's view is that loans classified as substandard or doubtful that are
not included in the past due, non-accrual or restructured categories are
potential problem loans. For some of these loans, management may have knowledge
of possible credit problems that will cause management to question the ability
of the borrowers to comply with the present loan repayment terms. Commercial
loans classified as substandard or doubtful, which includes non-performing
loans, continue to show improvement. At December 31, 2022, substandard or
doubtful loans totaled $13,684,000, a decrease of $4,847,000, or 26.6%, from the
$18,531,000, reported as of December 31, 2021.

                                     - 38 -

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Allowance for Loan Losses



The allowance for loan losses represents management's best estimate of the known
and inherent losses in the existing loan portfolio. Management believes that it
uses the best information available to make determinations about the adequacy of
the allowance and that it has established its existing allowance for loan losses
in accordance with U.S. generally accepted accounting principles ("US GAAP").
The determination of an appropriate level of the allowance for loan losses is
based upon an analysis of the risks inherent in QNB's loan portfolio.
Management, in determining the allowance for loan losses, makes significant
estimates and assumptions. Since the allowance for loan losses is dependent on
conditions that may be beyond QNB's control, it is at least reasonably possible
that management's estimates of the allowance for loan losses and actual results
could differ. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review QNB's allowance for losses on
loans. Such agencies may require QNB to recognize changes to the allowance based
on their judgments about information available to them at the time of their
examination. Actual loan losses, net of recoveries, serve to reduce the
allowance.

Management closely monitors the quality of its loan portfolio and performs a
quarterly analysis of the appropriateness of the allowance for loan losses and
the level of unallocated reserves. This analysis considers a number of relevant
factors including: specific impairment reserves, historical loan loss
experience, general economic conditions, levels of and trends in delinquent and
non-performing loans, levels of classified loans, trends in the growth rate of
loans, and concentrations of credit.

Economic conditions, nationally and in QNB's market, improved in 2022 and asset
quality remained strong. The allowance level stated as a percent of loans
receivable decreased from 1.21% at December 31, 2021 to 1.01% at December 31,
2022. Excluding PPP loans, the allowance level stated as a percent of loans
receivable was 1.23% at December 31, 2021 and 1.02% at December 31, 2022. PPP
loans are 100% guaranteed by the SBA.  The allowance for loan losses decreased
to $10,531,000 at year-end 2022 from $11,184,000 at year-end 2021, due to the
decrease in non-performing assets loans and improvements in credit quality.

Allowance for Loan Losses Allocation
December 31,                                        2022                      2021                      2020                      2019                     2018
                                                         Percent                   Percent                   Percent                  Percent                  Percent
                                                          gross                     gross                     gross                    gross                    gross
                                             Amount       loans        Amount       loans        Amount       loans       Amount       loans       Amount       loans
Balance at end of period applicable to:
Commercial:
Commercial and industrial                   $  1,316         15.5 %   $  

3,368 16.0 % $ 4,050 24.7 % $ 4,689 20.5 % $ 3,092 20.7 % Construction

                                     755          6.1          

363 6.0 346 6.2 590 6.8 551 6.4 Secured by commercial real estate

              5,002        49.8         

4,280 48.7 3,736 41.0 2,519 41.0 2,824 39.3 Secured by residential real estate

             1,240        9.9          1,035        9.2            871          8.9         629          8.8         754          8.7
State and political subdivisions                  94        2.0             69        2.1             89          2.7         115          4.7         153          5.6
Retail:
1-4 family residential mortgages                 683        10.2           646        10.8           533          9.0         549          8.5         497          8.6
Home equity loans and lines                      437        6.1            376        6.7            386          6.9         310          8.9         338          9.9
Consumer                                         502        0.4            542        0.5            265          0.6         230          0.8         164          0.8
Unallocated                                      502                       505                       550                      256                      461
Total                                       $ 10,531        100.0 %   $ 11,184        100.0 %   $ 10,826        100.0 %   $ 9,887        100.0 %   $ 8,834        100.0 %



Gross loans represent loans before unamortized net loan fees and costs. Percent gross loans lists the percentage of each loan type to total loans.




A loan is considered impaired, based on current information and events, if it is
probable that QNB 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 may not be classified as impaired. Management
determines the significance of payment delays and shortfalls on a case-by-case
basis, taking into consideration all the circumstances surrounding the loan and
the borrower, including 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 loans by either the present value of expected future cash flows
discounted at the loan's effective interest rate or the fair value of the
collateral, if the loan is collateral dependent. At December 31, 2022 and 2021,
the recorded investment in loans for which impairment has been identified
totaled $9,567,000 and $12,192,000, respectively, of which $4,943,000 and
$4,633,000, respectively, required no specific allowance for loan loss. The
recorded investment in impaired loans requiring an allowance for loan losses was
$4,624,000 and $7,559,000 at December 31, 2022 and 2021, respectively. At
December 31, 2022 and

                                     - 39 -
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2021, the related allowance for loan losses associated with these loans was
$696,000 and $2,873,000, respectively. See Note 5 to the Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K for additional detail
of impaired loans.

Allowance for Loan Losses


                                     2022           2021          2020          2019          2018
Allowance for loan losses:
Balance, January 1                $    11,184     $  10,826     $   9,887

$ 8,834 $ 7,841

Charge-offs

Commercial:


Commercial and industrial                  38             -           268           207             -
Construction                                -             -             -             -             -
Secured by commercial real
estate                                      -             -             -             -             -
Secured by residential real
estate                                      -            38             -            51            77
State and political
subdivisions                                -             -             -             -             -
Retail:
1-4 family residential
mortgages                                   -             -             -             -             1
Home equity loans and lines                 -            49             -            17            84
Consumer                                  158           176           282           197           112
Total charge-offs                         196           263           550           472           274
Recoveries
Commercial:
Commercial and industrial                 306            92            40            33            40
Construction                                -             -             -             -             -
Secured by commercial real
estate                                      -             -            12            10            23
Secured by residential real
estate                                     45            21            68           123            27
State and political
subdivisions                                -             -             -             -             -
Retail:
1-4 family residential
mortgages                                   -             -             -             -             -
Home equity loans and lines                 6             7            41            15            13
Consumer                                   36            43            78            44            34
Total recoveries                          393           163           239           225           137
Net charge-offs                           197          (100 )        (311 )        (247 )        (137 )
Provision for loan losses                (850 )         458         1,250         1,300         1,130
Balance, December 31              $    10,531     $  11,184     $  10,826

$ 9,887 $ 8,834



Total loans (excluding loans
held-for-sale)
Average                           $   967,438     $ 928,017     $ 868,461     $ 811,413     $ 766,692
Year-end                            1,039,385       926,470       920,042       820,616       785,448

Ratios:
Net charge-offs to:
Average loans                           -0.02 %        0.01 %        0.04 %        0.03 %        0.02 %
Loans at year-end                       -0.02          0.01          0.03          0.03          0.02
Allowance for loan losses               -1.87          0.89          2.87          2.50          1.55
Provision for loan losses               23.18         21.83         24.88   

19.00 12.12



Allowance for loan losses to:
Average loans                            1.09 %        1.35 %        1.25 %        1.22 %        1.22 %
Loans at year-end                        1.01          1.21          1.18          1.20          1.12
Nonaccrual loans                       218.49        148.53        112.30  

      84.48        118.13




QNB had net loan recoveries of $197,000, or 0.02% of average loans for 2022
compared to net charge-off of $100,000, or 0.01% of average loans for 2021 and
$311,000, or 0.04% of average loans for 2020. The majority of charge-offs
recorded during these periods had specific reserves established during the
allowance for loan loss calculation process prior to the decision to charge-off
the loan. The increase in commercial and industrial charge-offs in 2020 and 2019
was primarily related to a single relationship.

                                     - 40 -
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Management believes the allowance for loan losses of $10,531,000 is adequate as
of December 31, 2022, in relation to the estimate of known and inherent losses
in the portfolio.

Premises and equipment

Premises and equipment includes a right-of-use asset of $2,909,000 and
$3,423,000 at December 31, 2022 and December 31, 2022 respectively. The discount
rates used in determining the initial value of the right of use assets are based
on the FHLB Amortizing Fixed Loan Rate for the term of each lease. QNB typically
enters into lease agreements with an initial term of 5 to 10 years and
subsequent additional optional terms in increments of 5 years. The lease
agreements also contain termination options. None of the leases contain purchase
options and none transfer the ownership of the leased asset. QNB has renewed one
operating lease during 2022. QNB renewed one operating lease during 2021 and
acquired the underlying assets of one of its leased properties.  Operating lease
liabilities are included with "Other liabilities" on the Consolidated Balance
Sheets. All operating lease costs are included in non-interest expense within
"Net occupancy" on the Consolidated Statements of Income. Other premises and
equipment, net of depreciation decreased $563,000 to $12,554,000 at December 31,
2022; this was primarily due to depreciation.

Other assets



Other assets increased $21,420,000 from $6,424,000 at December 31, 2021 to
$27,844,000 at December 31, 2022. Most of the increase in other assets relates
to a $20,628,000 increase to the deferred tax asset resulting from the fair
value adjustment on investment securities available-for-sale of $20,571,000. The
detail of the net deferred tax asset can be found in Note 11 in the Notes to
Consolidated Financial Statements.

LIABILITIES

The following table presents total liabilities at the dates indicated:



                                                              Change from prior year
Year ended December 31,       2022            2021            Amount           Percent
Deposits                   $ 1,418,369     $ 1,449,745     $     (31,376 )         -2.2 %
Short-term borrowings          161,327          68,476            92,851          135.6
Long-term debt                  10,000          10,000                 -            N/M
Accrued interest payable           467             211               256          121.3
Other liabilities                7,376           8,414            (1,038 )        -12.3
Total liabilities          $ 1,597,539     $ 1,536,846     $      60,693            3.9 %




Deposits

QNB primarily attracts deposits from within its market area by offering various
deposit products. These deposits are in the form of time deposits, which include
certificates of deposit and individual retirement accounts ("IRAs") which have a
stated maturity, and non-maturity deposit accounts, which include:
non-interest-bearing demand accounts, interest-bearing demand accounts, money
market accounts and savings accounts.

Total deposits decreased $31,376,000, or 2.2%, to $1,418,369,000 at December 31,
2022, due to the competitive local interest rate market for deposits. The mix of
deposits continues to be impacted by customers' reactions to the competition,
regulations and the interest rate environment. Many customers are looking for
transaction accounts that provide liquidity and pay a reasonable amount of
interest, while others look for high rate. Time deposit balances increased
$7,076,000, or 4.2% between 2021 and 2022, as customers took advantage of a
higher rate environment. Customers appear to be looking for the safety of FDIC
insured deposits and the stability of a strong local community bank.

Non-interest-bearing demand accounts decreased $11,157,000 to $231,849,000 at
December 31, 2022. These deposits are both retail and commercial checking
accounts and are volatile depending on the timing of deposits and withdrawals.
QNB has been successful in attracting new customers and expanding relationships
with existing customers, which provides an opportunity for fee income.

                                     - 41 -
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Interest-bearing demand accounts, retail and business interest-checking and
municipal accounts, decreased $15,272,000, or 3.3%, to $452,927,000 at December
31, 2022. All three segments experienced a decline in 2022. QNB has been
successful in developing relationships with several school districts and
municipalities as well as expanding existing relationships, the balances in
these accounts are seasonal in nature and can be volatile on a daily basis. Most
of the school district taxes are collected during the third quarter of the year
and are disbursed over a nine-month period. Business checking decreased from
$67,069,000 at December 31, 2021 to $66,606,000 at December 31, 2022.  Retail
checking accounts decreased $4,358,000, or 1.6%, to $267,980,000 at December 31,
2022. QNB continues to open a significant number of new checking accounts;
additionally, customers may choose to switch products. Rewards checking balances
decreased $2,437,000 from $107,470,000 at December 31, 2021 to $105,033,000 at
December 31, 2022, and personal interest-bearing balances increased $1,147,000.
The balances in the Select 50 product decreased $3,186,000 from $134,915,000 at
December 31, 2021 to $131,729,000 at December 31, 2022.

Money Market accounts decreased from 143,942,000 at December 31, 2021 to $127,043,000 at December 31, 2022 primarily due to decreases in business account balances.



Total savings account balances increased $4,876,000, or 1.1%, to $431,101,000 at
December 31, 2022. This increase is due primarily to an increase in Statement
Savings of $3,604,000, or 3.5%, and an increase of $1,285,000, or 0.4%, in the
online eSavings accounts over December 31, 2021. The rate on eSavings accounts
was changed from 0.35% at the end of 2021 to 1.25% in 2022.

Total time deposit account balances were $175,449,000 at December 31, 2022, an
increase of $7,076,000, or 4.2%, from the amount reported at December 31, 2021.
QNB was able to retain many maturing deposits during 2022 by offering
competitive rates and many current customers move balances from more liquid
accounts to take advantage of these rates.

Maturity of Time Deposits of $250,000 or More
Year ended December 31,                           2022         2021         

2020


Three months or less                            $  3,287     $  4,749     $ 

9,150


Over three months through six months               3,579        4,224       

4,318


Over six months through twelve months              7,645        7,395        7,284
Over twelve months                                 9,959        8,619        8,767
Total                                           $ 24,470     $ 24,987     $ 29,519




To continue to attract and retain deposits, QNB plans to remain competitive with
respect to rates and to continue to deliver products with terms and features
that appeal to customers. The QNB Rewards checking accounts and time deposits
are examples of such products.


The following table presents trends in balances and yield on the major deposit
groups.

Average Deposits by
Major Classification
                                   2022                         2021                        2020
                           Balance         Rate          Balance        Rate         Balance        Rate
Demand, non-interest
bearing                  $   242,778                   $   236,511                 $   186,897
Interest-bearing
demand                       345,054          0.27 %       307,258        0.20 %       252,050       0.26 %
Municipals
interest-bearing
demand                       122,824          1.43         127,828        0.32         119,673       0.57
Money market                 137,830          0.45         122,361        0.31          90,989       0.45
Savings                      443,104          0.49         386,630        0.30         288,285       0.40
Time less than $100           91,216          0.79          98,986        0.93         113,647       1.41
Time $100 through $250        52,314          0.93          52,693        0.86          65,840       1.54
Time greater than $250        25,296          0.83          26,833        0.96          33,030       1.65
Total                    $ 1,460,416          0.47 %   $ 1,359,100        0.31 %   $ 1,150,411       0.53 %




Short-term borrowings

Short-term borrowings comprising commercial sweep accounts and overnight FHLB
borrowings increased $92,851,000, or 135.6%, to $161,327,000 at December 31,
2022. There were no overnight FHLB borrowings outstanding at December 31, 2021
and $92,018,000 at December 31, 2022.  The FHLB borrowings were used to support
loan growth.

Long-term debt

Long-term debt comprises of $10,000,0000 in FHLB borrowings. During 2020, QNB borrowed long-term debt of $10,000,000 at fixed rates to lock in at a lower yield than the overnight borrowing costs at that time.


                                     - 42 -

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Other liabilities



Other liabilities comprise accrued expenses including salaries, post-retirement
life insurance benefits and income taxes, operating lease liability, deferred
revenue, and ATM/debit card processing clearing. These balances decreased
$1,038,000, to $7,376,000 at December 31, 2022.

SHAREHOLDERS' EQUITY



The following table presents total shareholders' equity at the dates indicated:

                                                                       Change from prior year
Year ended December 31,              2022            2021            Amount             Percent
Common stock                      $     2,373     $     2,350     $          23                1.0 %
Surplus                                24,798          23,683             1,115                4.7
Retained earnings                     128,951         118,163            10,788                9.1
Accumulated other comprehensive
loss, net of tax                      (81,127 )        (3,740 )         (77,387 )              N/M
Treasury stock                         (4,037 )        (3,962 )             (75 )              1.9
Total shareholders' equity        $    70,958     $   136,494     $     (65,536 )            -48.0 %




Total shareholders' equity decreased $65,536,000, or 48.0%, to $70,958,000 at
December 31, 2022 with the negative impact of the market value of
available-for-sale securities, net of tax, adjustment contributing
$77,387,000. This was partially offset with retained earnings (net income less
dividends paid) contributing $10,788,000 and the dividend reinvestment and stock
purchase plan, employee stock purchase plan and stock option plan contributing
$1,138,000.  During 2022, QNB purchased $75,000 in treasury stock.


Accumulated other comprehensive loss decreased from a loss of $3,740,000 to a
loss of $81,127,000, resulting from the decrease in fair value of the
available-for-sale investment portfolio primarily due to a decline in market
values.

QNB offers a Dividend Reinvestment and Stock Purchase Plan (the "Plan") to
provide participants a convenient and economical method for investing cash
dividends paid on the Company's common stock in additional shares. The Plan also
allows participants to make additional cash purchases of stock. Stock purchases
under the Plan contributed $917,000 and $841,000 to capital during 2022 and
2021, respectively.

The Board of Directors has authorized the repurchase of up to 200,000 shares of
QNB's common stock in open market or privately
negotiated transactions. The repurchase authorization does not bear a
termination date. During 2022, 2,000 shares were repurchased at an average price
of $37.07. As of December 31, 2022, a total of 102,000 shares were repurchased
under this authorization at an average price of $24.93 and a total cost of
$2,543,000.

Liquidity and Capital Resources

Liquidity Management



Liquidity represents an institution's ability to generate cash or otherwise
obtain funds at reasonable rates to satisfy demand for loans and deposit
withdrawals. QNB attempts to manage its mix of cash and interest-bearing
balances, Federal funds sold and investment securities to match the volatility,
seasonality, interest sensitivity and growth trends of its loans and deposits.
The Company manages its liquidity risk by measuring and monitoring its liquidity
sources and estimated funding needs. Liquidity is provided from asset sources
through repayments and maturities of loans and investment securities. The
portfolio of investment securities classified as available for sale and QNB's
policy of selling certain residential mortgage originations in the secondary
market also provide sources of liquidity. Core deposits and cash management
repurchase agreements have historically been the most significant funding source
for QNB. These deposits and repurchase agreements are generated from a base of
consumers, businesses and public funds primarily located in the Company's market
area.

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An additional source of liquidity is provided by the Bank's membership in the
FHLB. At December 31, 2022, the Bank's total maximum borrowing capacity at the
FHLB was $396,973,000 of which $294,496,000 remained available. The Bank had
$10,000,000 in long-term debt over-night funds of $92,018,000 outstanding at
year-end 2022, related interest payable of $92,000, and $350,000 in FHLB-issued
letters of credit. The maximum borrowing capacity changes depending upon the
Bank's level of qualifying collateral assets. In addition, the Bank maintains
five unsecured Federal funds lines with five correspondent banks totaling
$101,000,000. At December 31, 2022 and 2021, there were no outstanding
borrowings under these lines. Future availability under these lines is subject
to the policies of the granting banks and may be withdrawn. As part of its
contingency funding plan, QNB successfully tested its ability to borrow from
these sources during 2022.

Total cash and cash equivalents, equity and available-for-sale securities and
loans held-for-sale totaled $574,480,000 at December 31, 2022 and $718,160,000
at December 31, 2021, of which $237,645,000 and $264,154,000, respectively, were
pledged as collateral for repurchase agreements and public deposits. This
decrease in liquid sources is primarily the result of the market value decline
in available-for-sale securities. Management anticipates that these liquid
sources are adequate to meet normal fluctuations in loan demand or deposit
withdrawals. It is anticipated that the investment portfolio will continue to
provide sufficient liquidity as municipal bonds are called and as principal and
interest payments on mortgage-backed and CMO securities provide steady cash
flow. Increases in interest rates, however, result in decreased cash flow
available from the investment portfolio.

QNB is a member of the Certificate of Deposit Account Registry Services
("CDARS") program offered by the Promontory Interfinancial Network, LLC. CDARS
is a funding and liquidity management tool used by banks to access funds and
manage their balance sheet. It enables financial institutions to provide
customers with full FDIC insurance on time deposits over $250,000 that are
placed in the program. QNB also has available Insured Cash Sweep ("ICS"),
another program through Promontory Interfinancial Network, LLC, which is a
product similar to CDARS, but one that provides liquidity like a money market or
savings account. QNB had $11,284,000 in CDARS time deposits at December 31,
2022.

Capital Resources



A strong capital position is fundamental to support continued growth and
profitability and to serve the needs of depositors. QNB's shareholders' equity
at December 31, 2022 was $70,958,000, or 4.25% of total assets, compared with
shareholders' equity of $136,494,000, or 8.16% of total assets, at December 31,
2021. Shareholders' equity at December 31, 2022 included a negative $81,127,000
related to unrealized holding losses, net of taxes, on investment securities
available for sale, compared to a negative $3,740,000 related to unrealized
holding losses, net of taxes, on investment securities available for sale at
December 31, 2021. Excluding these adjustments, shareholders' equity to total
assets would have been 8.69% and 8.36% at December 31, 2022 and 2021,
respectively.

Average shareholders' equity and average total assets were $146,088,000 and $1,710,449,000 for 2022, an increase of 8.0% and 7.9%, respectively, from 2021 average equity and average total assets of $135,324,000 and $1,585,627,000, respectively. The ratio of average total equity to total average assets was 8.54% for 2022, compared with 8.53% for 2021.



QNB is subject to restrictions on the payment of dividends to its shareholders
pursuant to the Pennsylvania Business Corporation Law of 1988 as amended (the
BCL). The BCL operates generally to preclude dividend payments, if the effect
thereof would render QNB insolvent, as defined. As a practical matter, QNB's
payment of dividends is contingent upon its ability to obtain funding in the
form of dividends from the Bank. 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, 2022, the retained earnings
of the Bank totaling $122,052,000 was available for dividends without prior
Pennsylvania Department of Banking approval, subject to the regulatory capital
requirements discussed below. Under the Federal Deposit Insurance Act, an
insured depository institution may not pay a dividend if, after the payment of
the dividend, the institution would be undercapitalized under the FDIC's prompt
corrective action rules. In addition, federal banking agencies have the
authority to restrict dividend payments under certain circumstances if such
payments are not consistent with the capital needs and financial condition of
the institution. It is the policy of the Federal Reserve that a bank holding
company generally should not maintain its existing rate of cash dividends on
common stock unless the net income available to common shareholders over the
prior four quarters, net of dividends previously paid during that period, has
been sufficient to fully fund the dividends and the prospective rate of earnings
retention appears consistent with the company's capital needs, asset quality,
and overall financial condition. QNB paid dividends to its shareholders of $1.44
per share, $1.40 per share, and $1.36 per share, in 2022, 2021, and 2020,
respectively.

QNB is subject to various regulatory capital requirements as issued by Federal
regulatory authorities. Regulatory capital is defined in terms of Tier 1 capital
and Tier 2. Risk-based capital ratios are expressed as a percentage of
risk-weighted assets. Risk-weighted assets are determined by assigning various
weights to all assets and off-balance sheet arrangements, such as letters of
credit and loan commitments, based on associated risk. QNB is subject to various
regulatory capital requirements as issued by Federal regulatory authorities.

                                     - 44 -
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Minimum requirements for both the quantity and quality of capital held by banks
are as follows: Common equity Tier 1 capital to risk-weighted assets of 4.5%;
Tier 1 capital to risk-weighted assets of 6.0%; Total Capital to risk-weighted
assets of 8.0%; and Tier 1 leverage ratio of 4.0%.  The capital conservation
buffer, comprised of common equity Tier 1 capital, was established above the
regulatory minimum capital requirements at 2.5%.

The Federal Deposit Insurance Corporation Improvement Act of 1991 established
five capital level designations for insured institutions ranging from "well
capitalized" to "critically undercapitalized." At December 31, 2022 and 2021,
management believes that the Company and the Bank met all capital adequacy
requirements to which they are subject and have met the "well capitalized"
criteria.

                                     Capital Analysis
December 31,                                                      2022            2021
Regulatory Capital
Shareholders' equity                                           $    70,958     $   136,494
Net unrealized securities losses, net of tax                        81,127  

3,740


Deferred tax assets on net operating loss                                -               -
Disallowed goodwill and other disallowed intangible assets              (8 )            (8 )
Common equity tier I capital                                       152,077  

140,226



Tier 1 capital                                                     152,077  

140,226

Allowable portion: Allowance for loan losses and reserve for


  unfunded commitments                                              10,648          11,275
Total regulatory capital                                       $   162,725     $   151,501
Risk-weighted assets                                           $ 1,233,758     $ 1,113,887
Quarterly average assets for leverage capital purposes         $ 1,737,671     $ 1,672,259



                             Capital Ratios
December 31,                                           2022        2021

Common equity tier I capital / risk-weighted assets 12.33 % 12.59 % Tier 1 capital / risk-weighted assets

                   12.33 %     12.59 %

Total regulatory capital / risk-weighted assets 13.19 % 13.60 % Tier 1 capital / average assets (leverage ratio) 8.75 % 8.39 %

Material Cash Requirements from Known Contractual and Other Obligations

QNB has various financial obligations, including contractual obligations and commitments, which may require future cash payments.



The following table presents, as of December 31, 2022, significant contractual
obligations to third parties by payment date and the amounts and expected
maturities of significant commitments. Further discussion of the nature of each
obligation can be found in the Notes to Consolidated Financial Statements. The
Company's reserve for unfunded commitments totaled $117,000 at December 31, 2022
compared to $91,000 at December 31, 2021.

                                                   After one        After three
                                                     year              years
                                   One year         through           through           After
December 31, 2022                   or less       three years       five years        five years        Total
Time deposits                      $  85,267     $      61,954     $      28,228     $          -     $ 175,449
Short-term borrowings                161,327                 -                 -                -       161,327
Long-term debt                            10                 -                 -                -            10
Operating leases                         569               931               555            2,433         4,488
Commitments to extend credit (a)     189,275            77,669            13,107           59,261       339,312
Standby letters of credit             17,800             1,712                 -                -        19,512
Total                              $ 454,248     $     142,266     $      41,890     $     61,694     $ 700,098

(a) Includes available amounts for overdraft protection program in one year or


    less




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Commitments to extend credit, including loan commitments, standby letters of
credit, and commercial letters of credit do not necessarily represent future
cash requirements, as these commitments often expire without being drawn upon.
The Company does not currently have any commitments for significant capital
expenditures or other purchase obligations.


RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 1 of the Notes to Consolidated Financial Statements for discussion of recently issued accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Disclosure of the Company's significant accounting policies is included in Note
1 to Consolidated Financial Statements. Additional information is contained in
Management's Discussion and Analysis and the Notes to Consolidated Financial
Statements for the most sensitive of these issues. The discussion and analysis
of the financial condition and results of operations are based on the
Consolidated Financial Statements of QNB, which are prepared in accordance with
US GAAP and predominant practices within the banking industry. The preparation
of these Consolidated Financial Statements requires QNB to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. QNB
evaluates estimates on an on-going basis, including those related to the
determination of the allowance for loan losses, the determination of the
valuation of other real estate owned, other-than-temporary impairments on
investment securities, the determination of impairment of restricted bank stock,
the valuation of deferred tax assets, stock-based compensation and income taxes.
QNB bases its estimates on historical experience and various other factors and
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

Other-than-Temporary Investment Security Impairment



Securities are evaluated periodically to determine whether a decline in their
value is other-than-temporary. Management utilizes criteria such as the
magnitude and duration of the decline, in addition to the reasons underlying the
decline, to determine whether the loss in value is other-than-temporary. The
term "other-than-temporary" is not intended to indicate that the decline is
permanent but indicates that the prospect for a near-term recovery of value is
not necessarily favorable, or that there is a lack of evidence to support a
realizable value equal to or greater than the carrying value of the investment.

The Company follows the accounting guidance in Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") 320-10 as it relates to
the recognition and presentation of other-than-temporary impairment ("OTTI").
This accounting guidance specifies that (a) if a company does not have the
intent to sell a debt security prior to recovery and (b) it is more likely than
not that it will not have to sell the debt security prior to recovery, the
security would not be considered other-than-temporarily impaired unless there is
a credit loss. When an entity does not intend to sell the security, and it is
more likely than not, the entity will not have to sell the security before
recovery of its cost basis, it will recognize the credit component of an
other-than-temporary impairment of a debt security in earnings and the remaining
portion in other comprehensive income. For held to maturity debt securities, the
amount of an other-than-temporary impairment recorded in other comprehensive
income for the non-credit portion of a previous other-than-temporary impairment
should be amortized prospectively over the remaining life of the security on the
basis of the timing of future estimated cash flows of the security. For equity
securities without a readily determinable market value, once a decline in value
is determined to be other-than-temporary, the value of the equity security is
reduced to fair value and a corresponding charge to earnings is recognized.

Allowance for Loan Losses



QNB considers that the determination of the allowance for loan losses involves a
higher degree of judgment and complexity than its other significant accounting
policies. The allowance for loan losses is calculated with the objective of
maintaining a level believed by management to be sufficient to absorb probable
known and inherent losses in the outstanding loan portfolio. The allowance is
reduced by actual credit losses and is increased by the provision for loan
losses and recoveries of previous losses. The provisions for loan losses are
charged to earnings to bring the total allowance for loan losses to a level
considered necessary by management.

The allowance for loan losses is based on management's continual review and
evaluation of the loan portfolio. The level of the allowance is determined by
assigning specific reserves to individually identified problem credits and
general reserves to all other loans. The portion of the allowance that is
allocated to impaired loans is determined by estimating the inherent loss on
each credit after giving consideration to the value of underlying collateral.
The general reserves are based on the composition and risk characteristics of
the loan portfolio, including the nature of the loan portfolio, credit
concentration trends, delinquency and loss experience, as well as other
qualitative factors such as current economic trends.

Management emphasizes loan quality and close monitoring of potential problem
credits. Credit risk identification and review processes are utilized in order
to assess and monitor the degree of risk in the loan portfolio. QNB's lending
and credit administration staff are charged with reviewing the loan portfolio
and identifying changes in the economy or in a borrower's circumstances which

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may affect the ability to repay debt or the value of pledged collateral. A loan
classification and review system exists that identifies those loans with a
higher-than-normal risk of collection. Each commercial loan is assigned a grade
based upon an assessment of the borrower's financial capacity to service the
debt and the presence and value of collateral for the loan. An independent loan
review group tests risk assessments and evaluates the adequacy of the allowance
for loan losses. Management meets monthly to review the credit quality of the
loan portfolio and quarterly to review the allowance for loan losses.

In addition, various regulatory agencies, as an integral part of their
examination process, periodically review QNB's allowance for loan losses. Such
agencies may require QNB to recognize additions to the allowance based on their
judgments about information available to them at the time of their examination.
Management believes that it uses the best information available to make
determinations about the adequacy of the allowance and that it has established
its existing allowance for loan losses in accordance with US GAAP. If
circumstances differ substantially from the assumptions used in making
determinations, future adjustments to the allowance for loan losses may be
necessary and results of operations could be affected. Because future events
affecting borrowers and collateral cannot be predicted with certainty, increases
to the allowance may be necessary should the quality of any loans deteriorate as
a result of the factors discussed above.

Foreclosed Assets



Assets acquired through, or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value less cost to sell at the date of
foreclosure, establishing a new cost basis. Subsequent to foreclosure,
valuations are periodically performed by management and the assets are carried
at the lower of carrying amount or fair value less cost to sell. Revenue and
expenses and changes in the valuation allowance are included in net expenses
from foreclosed assets.

Stock-Based Compensation

QNB sponsored stock-based compensation plans, administered by a Board committee,
under which both qualified and nonqualified stock options may be granted
periodically to certain employees. QNB accounts for all awards granted under
stock-based compensation plans in accordance with ASC 718, Compensation - Stock
Compensation. Compensation cost has been measured using the fair value of an
award on the grant date and is recognized over the service period, which is
usually the vesting period. The fair value of each option is amortized into
compensation expense on a straight-line basis between the grant date for the
option and each vesting date. QNB estimates the fair value of stock options on
the date of the grant using the Black-Scholes option pricing model. The model
requires the use of numerous assumptions, many of which are highly subjective in
nature.

Income Taxes

QNB accounts for income taxes under the asset/liability method in accordance
with income tax accounting guidance, ASC 740 - Income Taxes. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, as well as operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. A valuation allowance is
established against deferred tax assets when, in the judgment of management, it
is more likely than not that such deferred tax assets will not become available.
Because the judgment about the level of future taxable income is dependent to a
great extent on matters that may, at least in part, be beyond QNB's control, it
is at least reasonably possible that management's judgment about the need for a
valuation allowance for deferred taxes could change in the near term.

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