##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2007

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from 
to

Commission File Number 0-10674



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Susquehanna Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                   |  | 23-2201716                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|26 North Cedar St., Lititz, Pennsylvania |  | 17543     
|(Address of Principal Executive Offices) |  | (Zip Code)

Registrants telephone number, including area code (717) 626-4721



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Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x    Accelerated Filer ̈Non-Accelerated Filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes ̈No  x

As of October 31, 2007, there were 52,206,918 shares of the registrants common stock outstanding, par value $2.00 per share.



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##### Table of Contents

SUSQUEHANNA BANCSHARES, INC.

TABLE OF CONTENTS



|              |  |                                                                                                                              |  |     
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                                              |  | Page
|PART I.       |  | FINANCIAL INFORMATION                                                                                                        |  |     
|              |  |                                                                                                                             
|Item 1        |  | Financial Statements                                                                                                         |  |     
|              |  |                                                                                                                             
|              |  | Consolidated Balance Sheets  as of September 30, 2007 and 2006, and December 31, 2006 (unaudited)                           |  | 3   
|              |  |                                                                                                                             
|              |  | Consolidated Statements of Income  for the three and nine months ended September 30, 2007 and 2006 (unaudited)              |  | 4   
|              |  |                                                                                                                             
|              |  | Consolidated Statements of Cash Flows  for the nine months ended September 30, 2007 and 2006 (unaudited)                    |  | 5   
|              |  |                                                                                                                             
|              |  | Consolidated Statements of Changes in Shareholders Equity for the nine months ended September 30, 2007 and 2006 (unaudited) |  | 7   
|              |  |                                                                                                                             
|              |  | Notes to the Consolidated Financial Statements (unaudited)                                                                   |  | 8   
|              |  |                                                                                                                             
|Item 2        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 18  
|              |  |                                                                                                                             
|Item 3        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                   |  | 32  
|              |  |                                                                                                                             
|Item 4        |  | Controls and Procedures                                                                                                      |  | 34  
|              |  |                                                                                                                             
|PART II.      |  | OTHER INFORMATION                                                                                                            |  |     
|              |  |                                                                                                                             
|Item 1        |  | Legal Proceedings                                                                                                            |  | 35  
|              |  |                                                                                                                             
|Item 1A       |  | Risk Factors                                                                                                                 |  | 35  
|              |  |                                                                                                                             
|Item 2        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                  |  | 35  
|              |  |                                                                                                                             
|Item 3        |  | Defaults Upon Senior Securities                                                                                              |  | 35  
|              |  |                                                                                                                             
|Item 4        |  | Submission of Matters to a Vote of Security Holders                                                                          |  | 35  
|              |  |                                                                                                                             
|Item 5        |  | Other Information                                                                                                            |  | 35  
|              |  |                                                                                                                             
|Item 6        |  | Exhibits                                                                                                                     |  | 36  
|              | 
|SIGNATURES    |  | 37                                                                                                                          
|              | 
|EXHIBIT INDEX |  | 38                                                                                                                          



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

Susquehanna Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS (UNAUDITED)



|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | --------- | - | ---------------- | - | --------- | ----------------- |  | - | --------- | -
|                                                                                                                                                                             |  | September 30 2007                 |           |   | December 31 2006 |   |           | September 30 2006 | 
|                                                                                                                                                                             |  | (in thousands, except share data) |          
|Assets                                                                                                                                                                       |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Cash and due from banks                                                                                                                                                      |  | $                                 | 202,237   |   |                  | $ | 194,785   |                   |  | $ | 186,485   |  
|Unrestricted short-term investments                                                                                                                                          |  |                                   | 110,484   |   |                  |   | 70,996    |                   |  |   | 41,238    |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Cash and cash equivalents                                                                                                                                                    |  |                                   | 312,721   |   |                  |   | 265,781   |                   |  |   | 227,723   |  
|Restricted short-term investments                                                                                                                                            |  |                                   | 241       |   |                  |   | 33,533    |                   |  |   | 33,666    |  
|Securities available for sale                                                                                                                                                |  |                                   | 1,548,708 |   |                  |   | 1,397,420 |                   |  |   | 1,303,362 |  
|Securities held to maturity (fair values approximate $4,840; $6,146; and $6,199)                                                                                             |  |                                   | 4,840     |   |                  |   | 6,146     |                   |  |   | 6,199     |  
|Loans and leases, net of unearned income                                                                                                                                     |  |                                   | 5,842,883 |   |                  |   | 5,560,997 |                   |  |   | 5,517,513 |  
|Less: Allowance for loan and lease losses                                                                                                                                    |  |                                   | 58,687    |   |                  |   | 62,643    |                   |  |   | 61,142    |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Net loans and leases                                                                                                                                                         |  |                                   | 5,784,196 |   |                  |   | 5,498,354 |                   |  |   | 5,456,371 |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Premises and equipment, net                                                                                                                                                  |  |                                   | 110,372   |   |                  |   | 106,305   |                   |  |   | 106,379   |  
|Foreclosed assets                                                                                                                                                            |  |                                   | 10,331    |   |                  |   | 1,544     |                   |  |   | 2,085     |  
|Accrued income receivable                                                                                                                                                    |  |                                   | 33,600    |   |                  |   | 31,044    |                   |  |   | 30,055    |  
|Bank-owned life insurance                                                                                                                                                    |  |                                   | 270,398   |   |                  |   | 264,398   |                   |  |   | 261,879   |  
|Goodwill                                                                                                                                                                     |  |                                   | 339,010   |   |                  |   | 335,005   |                   |  |   | 335,005   |  
|Intangible assets with finite lives                                                                                                                                          |  |                                   | 19,648    |   |                  |   | 19,092    |                   |  |   | 20,011    |  
|Investment in and receivables from unconsolidated entities                                                                                                                   |  |                                   | 134,335   |   |                  |   | 121,663   |                   |  |   | 128,009   |  
|Other assets                                                                                                                                                                 |  |                                   | 155,549   |   |                  |   | 144,849   |                   |  |   | 172,119   |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Total Assets                                                                                                                                                                 |  | $                                 | 8,723,949 |   |                  | $ | 8,225,134 |                   |  | $ | 8,082,863 |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Liabilities and Shareholders Equity                                                                                                                                         |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Deposits:                                                                                                                                                                    |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Demand                                                                                                                                                                       |  | $                                 | 887,657   |   |                  | $ | 959,654   |                   |  | $ | 961,573   |  
|Interest-bearing demand                                                                                                                                                      |  |                                   | 2,054,246 |   |                  |   | 2,004,596 |                   |  |   | 1,855,802 |  
|Savings                                                                                                                                                                      |  |                                   | 417,997   |   |                  |   | 477,447   |                   |  |   | 497,188   |  
|Time                                                                                                                                                                         |  |                                   | 1,592,698 |   |                  |   | 1,528,298 |                   |  |   | 1,604,560 |  
|Time of $100 or more                                                                                                                                                         |  |                                   | 1,025,763 |   |                  |   | 907,594   |                   |  |   | 914,087   |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Total deposits                                                                                                                                                               |  |                                   | 5,978,361 |   |                  |   | 5,877,589 |                   |  |   | 5,833,210 |  
|Short-term borrowings                                                                                                                                                        |  |                                   | 488,999   |   |                  |   | 401,964   |                   |  |   | 346,898   |  
|FHLB borrowings                                                                                                                                                              |  |                                   | 795,462   |   |                  |   | 528,688   |                   |  |   | 491,630   |  
|Long-term debt                                                                                                                                                               |  |                                   | 150,028   |   |                  |   | 150,036   |                   |  |   | 150,038   |  
|Junior subordinated debentures                                                                                                                                               |  |                                   | 71,980    |   |                  |   | 72,244    |                   |  |   | 72,381    |  
|Accrued interest, taxes, and expenses payable                                                                                                                                |  |                                   | 43,373    |   |                  |   | 54,800    |                   |  |   | 81,388    |  
|Deferred taxes                                                                                                                                                               |  |                                   | 149,958   |   |                  |   | 145,825   |                   |  |   | 125,828   |  
|Other liabilities                                                                                                                                                            |  |                                   | 103,606   |   |                  |   | 57,702    |                   |  |   | 52,801    |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Total Liabilities                                                                                                                                                            |  |                                   | 7,781,767 |   |                  |   | 7,288,848 |                   |  |   | 7,154,174 |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Shareholders equity:                                                                                                                                                        |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Common stock, $2.00 par value, 100,000,000 shares authorized; Issued:52,206,918 at September 30, 2007; 52,080,419 at
December 31, 2006; and 51,829,972 at September 30, 2006 |  |                                   | 104,353   |   |                  |   | 104,161   |                   |  |   | 103,660   |  
|Additional paid-in capital                                                                                                                                                   |  |                                   | 349,275   |   |                  |   | 345,840   |                   |  |   | 340,523   |  
|Retained earnings                                                                                                                                                            |  |                                   | 503,613   |   |                  |   | 505,861   |                   |  |   | 497,469   |  
|Accumulated other comprehensive loss, net of taxes of $(8,109); $(10,541); and $(7,010), respectively                                                                        |  |                                   | (15,059   | ) |                  |   | (19,576   | )                 |  |   | (12,963   | )
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Total Shareholders Equity                                                                                                                                                   |  |                                   | 942,182   |   |                  |   | 936,286   |                   |  |   | 928,689   |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  
|Total Liabilities and Shareholders Equity                                                                                                                                   |  | $                                 | 8,723,949 |   |                  | $ | 8,225,134 |                   |  | $ | 8,082,863 |  
|                                                                                                                                                                             |  |                                   |           |   |                  |   |           |                   |  |   |           |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|-------------------------------------------------------------- |  | ------------------------------------- | ------- | ------------------------------ | - | ------- |  | - | ------- | - |  | - | -------
|                                                               |  | Three Months Ended September 30       |         | Nine Months Ended September 30
|                                                               |  | 2007                                  |         | 2006                           |   | 2007    |  |   | 2006   
|                                                               |  | (in thousands, except per share data)
|Interest Income:                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Loans and leases, including fees                               |  | $                                     | 107,585 |                                | $ | 108,924 |  | $ | 312,825 |   |  | $ | 301,084
|Securities:                                                    |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Taxable                                                        |  |                                       | 17,598  |                                |   | 12,758  |  |   | 48,633  |   |  |   | 36,154 
|Tax-exempt                                                     |  |                                       | 425     |                                |   | 191     |  |   | 1,238   |   |  |   | 556    
|Dividends                                                      |  |                                       | 1,074   |                                |   | 951     |  |   | 3,166   |   |  |   | 2,701  
|Short-term investments                                         |  |                                       | 1,019   |                                |   | 966     |  |   | 3,411   |   |  |   | 2,551  
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Total interest income                                          |  |                                       | 127,701 |                                |   | 123,790 |  |   | 369,273 |   |  |   | 343,046
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Interest Expense:                                              |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Deposits:                                                      |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Interest-bearing demand                                        |  |                                       | 15,119  |                                |   | 13,780  |  |   | 47,982  |   |  |   | 36,640 
|Savings                                                        |  |                                       | 869     |                                |   | 1,548   |  |   | 2,922   |   |  |   | 3,494  
|Time                                                           |  |                                       | 30,128  |                                |   | 26,981  |  |   | 86,814  |   |  |   | 71,295 
|Short-term borrowings                                          |  |                                       | 5,033   |                                |   | 4,267   |  |   | 12,805  |   |  |   | 9,955  
|FHLB borrowings                                                |  |                                       | 7,106   |                                |   | 6,811   |  |   | 16,236  |   |  |   | 19,824 
|Long-term debt                                                 |  |                                       | 3,372   |                                |   | 3,272   |  |   | 9,955   |   |  |   | 8,860  
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Total interest expense                                         |  |                                       | 61,627  |                                |   | 56,659  |  |   | 176,714 |   |  |   | 150,068
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Net interest income                                            |  |                                       | 66,074  |                                |   | 67,131  |  |   | 192,559 |   |  |   | 192,978
|Provision for loan and lease losses                            |  |                                       | 2,414   |                                |   | 2,241   |  |   | 6,347   |   |  |   | 6,191  
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Net interest income, after provision for loan and lease losses |  |                                       | 63,660  |                                |   | 64,890  |  |   | 186,212 |   |  |   | 186,787
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Noninterest Income:                                            |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Service charges on deposit accounts                            |  |                                       | 7,378   |                                |   | 7,610   |  |   | 21,035  |   |  |   | 19,258 
|Vehicle origination, servicing, and securitization fees        |  |                                       | 3,658   |                                |   | 5,209   |  |   | 11,564  |   |  |   | 14,365 
|Asset management fees                                          |  |                                       | 5,235   |                                |   | 4,370   |  |   | 14,638  |   |  |   | 13,771 
|Income from fiduciary-related activities                       |  |                                       | 1,594   |                                |   | 1,543   |  |   | 4,937   |   |  |   | 4,568  
|Commissions on brokerage, life insurance, and annuity sales    |  |                                       | 1,239   |                                |   | 1,025   |  |   | 3,917   |   |  |   | 3,271  
|Commissions on property and casualty insurance sales           |  |                                       | 2,556   |                                |   | 2,432   |  |   | 9,589   |   |  |   | 9,541  
|Income from bank-owned life insurance                          |  |                                       | 2,765   |                                |   | 2,551   |  |   | 8,064   |   |  |   | 7,335  
|Net gain on sale of loans and leases                           |  |                                       | 1,297   |                                |   | 9,095   |  |   | 6,822   |   |  |   | 14,402 
|Net realized gain (loss) on securities                         |  |                                       | 0       |                                |   | 90      |  |   | (11,741 | ) |  |   | 5      
|Other                                                          |  |                                       | 4,568   |                                |   | 5,155   |  |   | 14,896  |   |  |   | 14,493 
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Total noninterest income                                       |  |                                       | 30,290  |                                |   | 39,080  |  |   | 83,721  |   |  |   | 101,009
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Noninterest Expenses:                                          |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Salaries and employee benefits                                 |  |                                       | 35,518  |                                |   | 33,166  |  |   | 104,634 |   |  |   | 95,671 
|Occupancy                                                      |  |                                       | 5,669   |                                |   | 5,378   |  |   | 17,443  |   |  |   | 15,662 
|Furniture and equipment                                        |  |                                       | 2,908   |                                |   | 2,822   |  |   | 8,717   |   |  |   | 8,128  
|Advertising and marketing                                      |  |                                       | 2,233   |                                |   | 1,889   |  |   | 6,866   |   |  |   | 7,711  
|Amortization of intangible assets                              |  |                                       | 651     |                                |   | 630     |  |   | 1,897   |   |  |   | 1,601  
|Vehicle lease disposal                                         |  |                                       | 3,082   |                                |   | 3,973   |  |   | 9,261   |   |  |   | 10,842 
|Other                                                          |  |                                       | 16,002  |                                |   | 18,993  |  |   | 49,435  |   |  |   | 56,589 
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Total noninterest expenses                                     |  |                                       | 66,063  |                                |   | 66,851  |  |   | 198,253 |   |  |   | 196,204
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Income before income taxes                                     |  |                                       | 27,887  |                                |   | 37,119  |  |   | 71,680  |   |  |   | 91,592 
|Provision for income taxes                                     |  |                                       | 7,994   |                                |   | 11,878  |  |   | 21,243  |   |  |   | 29,309 
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Net Income                                                     |  | $                                     | 19,893  |                                | $ | 25,241  |  | $ | 50,437  |   |  | $ | 62,283 
|                                                               |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Earnings per share:                                            |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Basic                                                          |  | $                                     | 0.38    |                                | $ | 0.49    |  | $ | 0.97    |   |  | $ | 1.25   
|Diluted                                                        |  | $                                     | 0.38    |                                | $ | 0.49    |  | $ | 0.97    |   |  | $ | 1.25   
|Cash dividends paid                                            |  | $                                     | 0.25    |                                | $ | 0.24    |  | $ | 0.75    |   |  | $ | 0.72   
|Average shares outstanding:                                    |  |                                       |         |                                |   |         |  |   |         |   |  |   |        
|Basic                                                          |  |                                       | 52,174  |                                |   | 51,803  |  |   | 52,132  |   |  |   | 49,809 
|Diluted                                                        |  |                                       | 52,221  |                                |   | 51,926  |  |   | 52,208  |   |  |   | 49,949 

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)



|                                                                                  |  |      |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|Nine months ended September 30,                                                   |  | 2007 |          |   | 2006 |  
|Cash Flows from Operating Activities:                                             |  |      |          |   |      |   |          |  
|Net income                                                                        |  | $    | 50,437   |   |      | $ | 62,283   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |          |   |      |   |          |  
|Depreciation, amortization, and accretion                                         |  |      | 11,707   |   |      |   | 13,568   |  
|Provision for loan and lease losses                                               |  |      | 6,347    |   |      |   | 6,191    |  
|Realized loss (gain) on available-for-sale securities, net                        |  |      | 11,741   |   |      |   | (5       | )
|Deferred income taxes                                                             |  |      | 1,701    |   |      |   | (1,618   | )
|Gain on sale of loans and leases                                                  |  |      | (6,822   | ) |      |   | (14,402  | )
|Gain on sale of other real estate owned                                           |  |      | (214     | ) |      |   | (59      | )
|Mortgage loans originated for sale                                                |  |      | (79,403  | ) |      |   | (68,240  | )
|Proceeds from sale of mortgage loans originated for sale                          |  |      | 81,647   |   |      |   | 70,252   |  
|Loans and leases originated/acquired for sale, net of payments received           |  |      | (297,188 | ) |      |   | (267,976 | )
|Net proceeds from sale of loans and leases originated/acquired for sale           |  |      | 252,493  |   |      |   | 339,420  |  
|Increase in cash surrender value of bank-owned life insurance                     |  |      | (7,438   | ) |      |   | (7,335   | )
|Increase in accrued interest receivable                                           |  |      | (2,556   | ) |      |   | (3,631   | )
|Increase in accrued interest payable                                              |  |      | 2,932    |   |      |   | 4,818    |  
|(Decrease) increase in accrued expenses and taxes payable                         |  |      | (14,359  | ) |      |   | 25,103   |  
|Other, net                                                                        |  |      | (31,783  | ) |      |   | (51,974  | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash (used in) provided by operating activities                               |  |      | (14,739  | ) |      |   | 106,395  |  
|                                                                                  |  |      |          |   |      |   |          |  
|Cash Flows from Investing Activities:                                             |  |      |          |   |      |   |          |  
|Net decrease (increase) in restricted short-term investments                      |  |      | 33,292   |   |      |   | (7,330   | )
|Activity in available-for-sale securities:                                        |  |      |          |   |      |   |          |  
|Sales                                                                             |  |      | 333,366  |   |      |   | 127,564  |  
|Maturities, repayments, and calls                                                 |  |      | 286,955  |   |      |   | 77,013   |  
|Purchases                                                                         |  |      | (739,721 | ) |      |   | (299,554 | )
|Net proceeds from sale of loans and leases in banks portfolios                   |  |      | 0        |   |      |   | 312,870  |  
|Net increase in loans and leases                                                  |  |      | (276,727 | ) |      |   | (233,841 | )
|Cash flows received from retained interests                                       |  |      | 25,102   |   |      |   | 21,582   |  
|Proceeds from bank-owned life insurance                                           |  |      | 1,438    |   |      |   | 2,745    |  
|Acquisitions, net of cash and cash equivalents acquired                           |  |      | (3,114   | ) |      |   | (15,379  | )
|Additions to premises and equipment                                               |  |      | (11,982  | ) |      |   | (10,221  | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |      | (357,410 | ) |      |   | (24,551  | )
|                                                                                  |  |      |          |   |      |   |          |  
|Cash Flows from Financing Activities:                                             |  |      |          |   |      |   |          |  
|Net increase (decrease) in deposits                                               |  |      | 100,772  |   |      |   | (1,104   | )
|Net increase in short-term borrowings                                             |  |      | 87,035   |   |      |   | 39,375   |  
|Net increase (decrease) in FHLB borrowings                                        |  |      | 266,774  |   |      |   | (177,036 | )
|Repayment of long-term debt                                                       |  |      | (8       | ) |      |   | 0        |  
|Proceeds from issuance of junior subordinated debentures                          |  |      | 0        |   |      |   | 50,000   |  
|Proceeds from issuance of common stock                                            |  |      | 3,475    |   |      |   | 3,849    |  
|Tax benefit from exercise of stock options                                        |  |      | 152      |   |      |   | 394      |  
|Cash dividends paid                                                               |  |      | (39,111  | ) |      |   | (36,104  | )
|                                                                                  |  |      |          |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |      | 419,089  |   |      |   | (120,626 | )
|                                                                                  |  |      |          |   |      |   |          |  



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (continued)



|                                                                    |  |   |         |  |   |         |  
|------------------------------------------------------------------- |  | - | ------- |  | - | ------- | -
|Net change in cash and cash equivalents                             |  |   | 46,940  |  |   | (38,782 | )
|Cash and cash equivalents at January 1                              |  |   | 265,781 |  |   | 266,505 |  
|                                                                    |  |   |         |  |   |         |  
|Cash and cash equivalents at September 30                           |  | $ | 312,721 |  | $ | 227,723 |  
|                                                                    |  |   |         |  |   |         |  
|Supplemental Disclosure of Cash Flow Information                    |  |   |         |  |   |         |  
|Cash paid for interest on deposits and borrowings                   |  | $ | 173,782 |  | $ | 145,250 |  
|Income tax payments                                                 |  | $ | 19,256  |  | $ | 10,283  |  
|Supplemental Schedule of Noncash Investing and Financing Activities |  |   |         |  |   |         |  
|Real estate acquired in settlement of loans                         |  | $ | 15,732  |  | $ | 1,905   |  
|Interests retained in securitizations                               |  | $ | 47,920  |  | $ | 54,190  |  
|Leases acquired in clean-up call                                    |  | $ | 22,682  |  | $ | 12,284  |  
|Securities purchased, not settled                                   |  | $ | 34,930  |  | $ | 0       |  
|Acquisition of Minotola National Bank:                              |  |   |         |  |   |         |  
|Common stock issued                                                 |  | $ | 0       |  | $ | 115,149 |  
|Fair value of assets acquired (noncash)                             |  | $ | 0       |  | $ | 653,339 |  
|Liabilities assumed                                                 |  | $ | 0       |  | $ | 522,811 |  
|Cash dividends declared, not paid                                   |  | $ | 13,574  |  | $ | 0       |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (UNAUDITED)

(In thousands, except share data)



|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | ------------ | ------- | -------------------------- | - | ----------------- |  | - | --------------------------------------------- | - |  | ----- | ------ | - |  | - | ------- | -
|                                                                                                                        |  | Shares of Common Stock |  | Common Stock |         | Additional Paid-in Capital |   | Retained Earnings |  |   | Accumulated Other Comprehensive Income (Loss) |   |  | Total |       
|Balance at January 1, 2006                                                                                              |  | 46,853,193             |  | $            | 93,706  |                            | $ | 231,085           |  | $ | 471,290                                       |   |  | ($    | 15,611 | ) |  | $ | 780,470 |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Comprehensive income:                                                                                                   |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Net income                                                                                                              |  |                        |  |              |         |                            |   |                   |  |   | 62,283                                        |   |  |       |        |   |  |   | 62,283  |  
|Change in unrealized loss on securities available for sale, net of tax effect and reclassification adjustment           |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | 2,541  |   |  |   | 2,541   |  
|Change in unrealized loss on recorded interests in securitized assets, net of tax effect                                |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | 1,640  |   |  |   | 1,640   |  
|Change in unrealized gain on cash flow hedges, net of tax effect and reclassification adjustment of $940                |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | (1,533 | ) |  |   | (1,533  | )
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Total comprehensive income                                                                                              |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   | 64,931  |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Common stock issued in acquisition                                                                                      |  | 4,797,870              |  |              | 9,596   |                            |   | 105,553           |  |   |                                               |   |  |       |        |   |  |   | 115,149 |  
|Common stock and options issued under employee benefit plans (including related tax benefit of $394)                    |  | 178,909                |  |              | 358     |                            |   | 3,885             |  |   |                                               |   |  |       |        |   |  |   | 4,243   |  
|Cash dividends declared ($0.72 per share)                                                                               |  |                        |  |              |         |                            |   |                   |  |   | (36,104                                       | ) |  |       |        |   |  |   | (36,104 | )
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Balance at September 30, 2006                                                                                           |  | 51,829,972             |  | $            | 103,660 |                            | $ | 340,523           |  | $ | 497,469                                       |   |  | ($    | 12,963 | ) |  | $ | 928,689 |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Balance at January 1, 2007                                                                                              |  | 52,080,419             |  | $            | 104,161 |                            | $ | 345,840           |  | $ | 505,861                                       |   |  | ($    | 19,576 | ) |  | $ | 936,286 |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Comprehensive income:                                                                                                   |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Net income                                                                                                              |  |                        |  |              |         |                            |   |                   |  |   | 50,437                                        |   |  |       |        |   |  |   | 50,437  |  
|Change in unrealized loss on securities available for sale, net of tax effect and reclassification adjustment of $7,632 |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | 5,144  |   |  |   | 5,144   |  
|Change in unrealized gain on recorded interests in securitized assets, net of tax effect                                |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | 208    |   |  |   | 208     |  
|Change in unrealized gain on cash flow hedges, net of tax effect and reclassification adjustment of $(202)              |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       | (835   | ) |  |   | (835    | )
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Total comprehensive income                                                                                              |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   | 54,954  |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Common stock and options issued under employee benefit plans (including related tax benefit of $152)                    |  | 126,499                |  |              | 192     |                            |   | 3,435             |  |   |                                               |   |  |       |        |   |  |   | 3,627   |  
|Cash dividends declared ($1.01 per share)                                                                               |  |                        |  |              |         |                            |   |                   |  |   | (52,685                                       | ) |  |       |        |   |  |   | (52,685 | )
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  
|Balance at September 30, 2007                                                                                           |  | 52,206,918             |  | $            | 104,353 |                            | $ | 349,275           |  | $ | 503,613                                       |   |  | ($    | 15,059 | ) |  | $ | 942,182 |  
|                                                                                                                        |  |                        |  |              |         |                            |   |                   |  |   |                                               |   |  |       |        |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share data)

NOTE 1.
Accounting Policies

The information contained in this report is unaudited and is subject to year-end adjustments. Certain prior year
amounts have been reclassified to conform with current period classifications. The reclassifications had no effect on gross revenues, gross expenses or net income. In the opinion of management, the information reflects all adjustments necessary for
a fair statement of results for the periods ended September 30, 2007 and 2006. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles
generally accepted in the United States of America.

The accounting policies of Susquehanna Bancshares, Inc. and Subsidiaries, as applied
in the consolidated interim financial statements presented herein, are substantially the same as those followed on an annual basis as presented on pages 76 through 86 of the Annual Report on Form 10-K for the fiscal year ended December 31,
2006.

Recent Accounting Pronouncements.

In February 2007, the Financial Accounting Standards Board issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. Statement 159 provides companies with an option to report selected
financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.
Statement 159 is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007. Susquehanna is evaluating the impact of Statement 159 on its results of operations and financial condition.

In September 2006, the Financial Accounting Standards Board issued Statement No. 157, Fair Value Measurements. Statement 157 defines
fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. While Statement 157 does not require any new fair value measurements, the application of
this Statement will change current practice for some entities. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Susquehanna is
evaluating the impact of Statement 157 on its results of operations and financial condition.

In September 2006, the Financial Accounting
Standards Board reached a consensus on Emerging Issues Task Force Issue 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. Issue 06-4 requires an
employer to recognize a liability for future benefits in accordance with FAS No. 106, if, in substance, a postretirement benefit plan exists. The consensus in this Issue is effective for fiscal years beginning after December 15, 2007, with
earlier application permitted. Entities are to recognize the effects of applying the consensus in this Issue through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of
the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. Susquehanna is a party to split-dollar life insurance arrangements and is currently evaluating the impact of Issue 06-4 on its
results of operations and financial condition.

In July 2006, the Financial Accounting Standards Board issued FASB Interpretation
No. 48, Accounting for Uncertainty in Income Tax Positions. This interpretation clarifies the application of FAS No. 109, Accounting for Income Taxes, by establishing a threshold condition that a tax position must
meet for any part of the benefit of that position to be recognized in the financial statements. FASB Interpretation No. 48 also provides guidance concerning measurement, derecognition, classification, and disclosure of tax positions and is
effective for fiscal years beginning after December 15, 2006. Adoption of this interpretation has not had a material impact on results of operations or financial condition. Disclosures required by this Statement are presented in Note 10.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except as noted and per share data)



In March 2006, the Financial Accounting Standards Board issued Statement No. 156,
Accounting for Servicing of Financial Assets. Statement 156, which is an amendment to FAS No. 140, simplifies the accounting for servicing assets and liabilities, such as those common with mortgage securitization activities. The new
Standard clarifies when an obligation to service financial assets should be separately recognized as a servicing asset or a servicing liability; requires that a separately recognized servicing asset or servicing liability be initially measured at
fair value, if practicable; and permits an entity with a separately recognized servicing asset or servicing liability to choose either the Amortization Method or Fair Value Method for subsequent measurement. Statement No. 156 was effective for
separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity's fiscal year that began after September 15, 2006. Adoption of this statement has not had a material effect on results of operations or
financial condition.

In February 2006, the Financial Accounting Standards Board issued Statement No. 155, Accounting for
Certain Hybrid Instruments, which is an amendment of Statements No. 133 and 140. Statement No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the
derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. The statement also clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement
No. 133; establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;
clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and amends Statement No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial
instrument that pertains to a beneficial interest other than another derivative financial instrument. Statement No. 155 was effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that
began after September 15, 2006. Adoption of this statement has not had a material effect on results of operations or financial condition with regard to the recently created interest-only strip.

NOTE 2. Acquisitions

Community Banks, Inc.

On May 1, 2007, Susquehanna announced the signing of a definitive merger agreement pursuant to which Susquehanna will acquire Community Banks, Inc.
in a stock and cash transaction valued at approximately $860,000. Under the terms of the merger agreement, shareholders of Community will be entitled to elect to receive for each share of Community common stock that they own, either $34.00 in cash
or 1.48 shares of Susquehanna common stock. On October 2, 2007, the shareholders of both Susquehanna and Community approved the merger. Pending the expected regulatory approvals and the satisfaction of other closing conditions, the consummation
of the merger is expected to occur on or about November 16, 2007. The acquisition will be accounted for under the purchase method in accordance with FAS No. 141, Business Combinations.

During the fourth quarter of 2007, Susquehanna anticipates offering up to $150,000 in capital efficient notes in order to finance the cash portion of the
merger consideration to be paid to Community shareholders and for other working capital purposes. The exact terms of the securities will not be determined until shortly before the offering is to be consummated.

Widmann, Siff & Co., Inc.

On August 1,
2007, Susquehanna acquired Widmann, Siff & Co. Inc., an investment advisory firm in Radnor, Pa. Widmann, Siff had more that $300,000 in assets under management, including accounts serving individuals, pension and profit-sharing plans,
corporations, and family trusts. The acquisition was accounted for under the purchase method, and all transactions since the acquisition date are included in Susquehanna's consolidated financial statements.

The acquisition of Widmann, Siff was considered immaterial for purposes of the disclosures required by FAS No. 141, Business
Combinations.



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##### Table of Contents

Minotola National Bank

On April 21, 2006, Susquehanna acquired Minotola National Bank in a stock and cash transaction valued at approximately $172,000. The acquisition of Minotola, with total assets of $607,000 and fourteen branch
locations, has provided Susquehanna with an opportunity to expand its franchise into high-growth markets in southern New Jersey. The acquisition was accounted for under the purchase method, and all transactions since that date are included in
Susquehanna's consolidated financial statements.

As part of the Minotola acquisition, Susquehanna recorded a $5,514 addition to the
allowance for loan and lease losses. Susquehanna evaluated Minotola's loan portfolio at the time of acquisition and did not identify any impaired loans as defined in Statement of Position 03-3, Accounting for Certain Loans or Debt Securities
Acquired in a Transfer and FAS No. 114, Accounting by Creditors for Impairment of a Loan. Therefore, as required by FAS No. 141, Business Combinations, Susquehanna recorded Minotola's loan portfolio at present
value, determined at the then current interest rates, net of the allowance for loan and lease losses in accordance with management's evaluation of FAS No. 5, Accounting for Contingencies.

The acquisition of Minotola was considered immaterial for purposes of the disclosures required by FAS No. 141, Business Combinations.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



NOTE 3. Investment Securities

Amortized costs and fair values of securities were as follows:



|                            |  |                    |           |                   |   |                |  |            |           |  |   |          
|--------------------------- |  | ------------------ | --------- | ----------------- | - | -------------- |  | ---------- | --------- |  | - | ---------
|                            |  | September 30, 2007 |           | December 31, 2006
|                            |  | Amortized cost     |           | Fair value        |   | Amortized cost |  | Fair value
|Available-for-sale:         |  |                    |           |                   |   |                |  |            |           |  |   |          
|U.S. Government agencies    |  | $                  | 475,927   |                   | $ | 479,262        |  | $          | 512,192   |  | $ | 509,872  
|State & municipal           |  |                    | 36,396    |                   |   | 35,555         |  |            | 27,369    |  |   | 27,141   
|Mortgage-backed             |  |                    | 888,251   |                   |   | 882,020        |  |            | 730,873   |  |   | 714,747  
|Other debt securities       |  |                    | 72,287    |                   |   | 65,472         |  |            | 72,368    |  |   | 72,282   
|Equities                    |  |                    | 86,708    |                   |   | 86,399         |  |            | 73,393    |  |   | 73,378   
|                            |  |                    |           |                   |   |                |  |            |           |  |   |          
|                            |  |                    | 1,559,569 |                   |   | 1,548,708      |  |            | 1,416,195 |  |   | 1,397,420
|Held-to-maturity:           |  |                    |           |                   |   |                |  |            |           |  |   |          
|State & municipal           |  |                    | 4,840     |                   |   | 4,840          |  |            | 6,146     |  |   | 6,146    
|                            |  |                    |           |                   |   |                |  |            |           |  |   |          
|Total investment securities |  | $                  | 1,564,409 |                   | $ | 1,553,548      |  | $          | 1,422,341 |  | $ | 1,403,566
|                            |  |                    |           |                   |   |                |  |            |           |  |   |          

Gross realized gains and gross realized losses on investment securities transactions are
summarized below:



|                                              |  |                    |         |  
|--------------------------------------------- |  | ------------------ | ------- | -
|                                              |  | Available-for-Sale |        
|For the three months ended September 30, 2007 |  |                    |         |  
|Gross gains                                   |  | $                  | 0       |  
|Gross losses                                  |  |                    | 0       |  
|                                              |  |                    |         |  
|Net losses                                    |  | $                  | 0       |  
|                                              |  |                    |         |  
|For the three months ended September 30, 2006 |  |                    |         |  
|Gross gains                                   |  | $                  | 123     |  
|Gross losses                                  |  |                    | (33     | )
|                                              |  |                    |         |  
|Net gains                                     |  | $                  | 90      |  
|                                              |  |                    |         |  
|For the nine months ended September 30, 2007  |  |                    |         |  
|Gross gains                                   |  | $                  | 93      |  
|Gross losses                                  |  |                    | (11,834 | )
|                                              |  |                    |         |  
|Net losses                                    |  | $                  | (11,741 | )
|                                              |  |                    |         |  
|For the nine months ended September 30, 2006  |  |                    |         |  
|Gross gains                                   |  | $                  | 1,022   |  
|Gross losses                                  |  |                    | (1,017  | )
|                                              |  |                    |         |  
|Net gains                                     |  | $                  | 5       |  
|                                              |  |                    |         |  

NOTE 4. Loans and Leases

Loans and leases, net of unearned income, were as follows:



|                                                                                                        |  |                    |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | - | ----------------- | - | --------- | -
|                                                                                                        |  | September 30, 2007 |           |   | December 31, 2006 |  
|Commercial, financial, and agricultural                                                                 |  | $                  | 1,189,156 |   |                   | $ | 978,522   |  
|Real estate - construction                                                                              |  |                    | 1,040,852 |   |                   |   | 1,064,452 |  
|Real estate secured - residential                                                                       |  |                    | 1,268,434 |   |                   |   | 1,147,741 |  
|Real estate secured - commercial                                                                        |  |                    | 1,618,789 |   |                   |   | 1,577,534 |  
|Consumer                                                                                                |  |                    | 296,206   |   |                   |   | 313,848   |  
|Leases                                                                                                  |  |                    | 429,446   |   |                   |   | 478,900   |  
|                                                                                                        |  |                    |           |   |                   |   |           |  
|Total loans and leases                                                                                  |  | $                  | 5,842,883 |   |                   | $ | 5,560,997 |  
|                                                                                                        |  |                    |           |   |                   |   |           |  
|Leases held for sale (included in Leases, above)                                                      |  | $                  | 189,161   |   |                   | $ | 226,637   |  
|Home equity line of credit loans held for sale (included in Real estate secured - residential, above) |  | $                  | 51,723    |   |                   | $ | 17,473    |  
|                                                                                                        |  |                   
|Net investment in direct financing leases was as follows:                                               |  |                    |           |   |                   |   |           |  
|                                                                                                        |  |                   
|Minimum lease payments receivable                                                                       |  | $                  | 347,658   |   |                   | $ | 369,732   |  
|Estimated residual value of leases                                                                      |  |                    | 138,897   |   |                   |   | 172,477   |  
|Unearned income under lease contracts                                                                   |  |                    | (57,109   | ) |                   |   | (63,309   | )
|                                                                                                        |  |                    |           |   |                   |   |           |  
|Total leases                                                                                            |  | $                  | 429,446   |   |                   | $ | 478,900   |  
|                                                                                                        |  |                    |           |   |                   |   |           |  



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



An analysis of impaired loans, as of September 30, 2007 and December 31, 2006, is as
follows:



|                                                                                                                      |  |                                  |         |                   |   |        
|--------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ----------------- | - | -------
|Impaired loans without a related reserve                                                                              |  | $                                | 7,162   |                   | $ | 11,468 
|Impaired loans with a reserve                                                                                         |  |                                  | 9,081   |                   |   | 8,620  
|                                                                                                                      |  |                                  |         |                   |   |        
|Total impaired loans                                                                                                  |  | $                                | 16,243  |                   | $ | 20,088 
|                                                                                                                      |  |                                  |         |                   |   |        
|Reserve for impaired loans                                                                                            |  | $                                | 1,945   |                   | $ | 1,877  
|                                                                                                                      |  |                                  |         |                   |   |        
|                                                                                                                     
|An analysis of impaired loans, for the three months and nine months ended September 30, 2007 and 2006, is as follows:
|                                                                                                                      | 
|                                                                                                                      |  | Three Months Ended September 30,
|                                                                                                                      |  | 2007                             |         | 2006             
|Average balance of impaired loans                                                                                     |  | $                                | 15,435  |                   | $ | 9,232  
|Interest income on impaired loans (cash-basis)                                                                        |  |                                  | 39      |                   |   | 52     
|                                                                                                                      | 
|                                                                                                                      |  | Nine Months EndedSeptember 30,  
|                                                                                                                      |  | 2007                             |         | 2006             
|Average balance of impaired loans                                                                                     |  | $                                | 17,722  |                   | $ | 8,382  
|Interest income on impaired loans (cash-basis)                                                                        |  |                                  | 41      |                   |   | 123    
|                                                                                                                     
|NOTE 5. Borrowings                                                                                                   
|                                                                                                                     
|Short-term borrowings were as follows:                                                                               
|                                                                                                                      |  |                                 
|                                                                                                                      |  | September 30, 2007               |         | December 31, 2006
|Securities sold under repurchase agreements                                                                           |  | $                                | 291,612 |                   | $ | 249,728
|Federal funds purchased                                                                                               |  |                                  | 195,515 |                   |   | 150,000
|Treasury tax and loan notes                                                                                           |  |                                  | 1,872   |                   |   | 2,236  
|                                                                                                                      |  |                                  |         |                   |   |        
|Total short-term borrowings                                                                                           |  | $                                | 488,999 |                   | $ | 401,964
|                                                                                                                      |  |                                  |         |                   |   |        
|Long-term debt was as follows:                                                                                        |  |                                  |         |                   |   |        
|Subordinated notes due November, 2012                                                                                 |  | $                                | 75,000  |                   | $ | 75,000 
|Subordinated notes due May, 2014                                                                                      |  |                                  | 75,000  |                   |   | 75,000 
|Other                                                                                                                 |  |                                  | 28      |                   |   | 36     
|Junior subordinated notes callable 2007                                                                               |  |                                  | 21,980  |                   |   | 22,244 
|Junior subordinated notes callable 2011                                                                               |  |                                  | 50,000  |                   |   | 50,000 
|                                                                                                                      |  |                                  |         |                   |   |        
|Total long-term debt                                                                                                  |  | $                                | 222,008 |                   | $ | 222,280
|                                                                                                                      |  |                                  |         |                   |   |        

NOTE 6. Earnings per Share

The following tables set forth the calculation of basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2007 and 2006.



|                                                                |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     
|--------------------------------------------------------------- |  | --------------------------------------- | ------ | ------ | ------ | ---------------- | - | ------ |  | ------ | ------ | ---------------- | ------ |  | - | ----
|                                                                |  | For the three months ended September 30
|                                                                |  | 2007                                    |        | 2006  
|                                                                |  | Income                                  |        | Shares |        | Per Share Amount |   | Income |  | Shares |        | Per Share Amount
|Basic Earnings per Share:                                       |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     
|Income available to common shareholders                         |  | $                                       | 19,893 |        | 52,174 |                  | $ | 0.38   |  | $      | 25,241 |                  | 51,803 |  | $ | 0.49
|Effect of Diluted Securities:                                   |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     
|Stock options and restricted shares outstanding                 |  |                                         |        |        | 47     |                  |   |        |  |        |        |                  | 123    |  |   |     
|                                                                |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     
|Diluted Earnings per Share:                                     |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     
|Income available to common shareholders and assuming conversion |  | $                                       | 19,893 |        | 52,221 |                  | $ | 0.38   |  | $      | 25,241 |                  | 51,926 |  | $ | 0.49
|                                                                |  |                                         |        |        |        |                  |   |        |  |        |        |                  |        |  |   |     

For the three months ended September 30, 2007 and 2006, average options to purchase 1,657 and
997 shares, respectively, were outstanding but were not included in the computation of diluted EPS because the options common stock equivalents under FAS No. 123(R) were antidilutive.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



|                                                                |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     
|--------------------------------------------------------------- |  | -------------------------------------- | ------ | ------ | ------ | ---------------- | - | ------ |  | ------ | ------ | --------------- | ------ |  | - | ----
|                                                                |  | For the nine months ended September 30
|                                                                |  | 2007                                   |        | 2006  
|                                                                |  | Income                                 |        | Shares |        | Per Share Amount |   | Income |  | Shares |        | Per ShareAmount
|Basic Earnings per Share:                                       |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     
|Income available to common shareholders                         |  | $                                      | 50,437 |        | 52,132 |                  | $ | 0.97   |  | $      | 62,283 |                 | 49,809 |  | $ | 1.25
|Effect of Diluted Securities:                                   |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     
|Stock options and restricted shares outstanding                 |  |                                        |        |        | 76     |                  |   |        |  |        |        |                 | 140    |  |   |     
|                                                                |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     
|Diluted Earnings per Share:                                     |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     
|Income available to common shareholders and assuming conversion |  | $                                      | 50,437 |        | 52,208 |                  | $ | 0.97   |  | $      | 62,283 |                 | 49,949 |  | $ | 1.25
|                                                                |  |                                        |        |        |        |                  |   |        |  |        |        |                 |        |  |   |     

For the nine months ended September 30, 2007 and 2006, average options to purchase 1,657 and
997 shares, respectively, were outstanding but were not included in the computation of diluted EPS because the options common stock equivalents under FAS No. 123(R) were antidilutive.

NOTE 7. Share-Based Compensation

On
February 28, 2007, Susquehannas Compensation Committee granted to directors and certain employees nonqualified stock options to purchase an aggregate of 589 shares of common stock with an exercise price of $24.26. In addition, the
Committee awarded to certain employees an aggregate of 25 restricted shares with a grant-date fair value of $24.26.

The fair value of
$4.08 for each of the 2007 options and $4.24 for each of the 2006 options was estimated on the date of grant using the Black-Scholes-Merton model, with the assumptions noted in the following table:



|                         |  |       |   |  |       |  
|------------------------ |  | ----- | - |  | ----- | -
|                         |  | 2007  |   |  | 2006  |  
|Volatility               |  | 20.59 | % |  | 21.44 | %
|Expected dividend yield  |  | 4.00  | % |  | 3.80  | %
|Expected term (in years) |  | 6.5   |   |  | 6.0   |  
|Risk-free rate           |  | 4.44  | % |  | 4.30  | %

NOTE 8. Pension and Other Postretirement Benefits

Components of Net Periodic Benefit Cost



|                                              |  |                                 |        |   |                                        |   |                               |      |  |      |     |      |   |      |  |   |       |  |   |    
|--------------------------------------------- |  | ------------------------------- | ------ | - | -------------------------------------- | - | ----------------------------- | ---- |  | ---- | --- | ---- | - | ---- |  | - | ----- |  | - | ---
|                                              |  | Three months ended September 30
|                                              |  | Pension Benefits                |        |   | Supplemental Executive Retirement Plan |   | Other Postretirement Benefits
|                                              |  | 2007                            |        |   | 2006                                   |   |                               | 2007 |  | 2006 |     | 2007 |   | 2006
|Service cost                                  |  | $                               | 927    |   |                                        | $ | 1,086                         |      |  | $    | 26  |      | $ | 16   |  | $ | 138   |  | $ | 111
|Interest cost                                 |  |                                 | 1,137  |   |                                        |   | 1,070                         |      |  |      | 56  |      |   | 55   |  |   | 148   |  |   | 113
|Expected return on plan assets                |  |                                 | (1,762 | ) |                                        |   | (1,573                        | )    |  |      | 0   |      |   | 0    |  |   | 0     |  |   | 0  
|Amortization of prior service cost            |  |                                 | 9      |   |                                        |   | (10                           | )    |  |      | 31  |      |   | 31   |  |   | 28    |  |   | 23 
|Amortization of transition obligation (asset) |  |                                 | (2     | ) |                                        |   | (17                           | )    |  |      | 0   |      |   | 0    |  |   | 28    |  |   | 28 
|Amortization of net actuarial (gain) or loss  |  |                                 | 13     |   |                                        |   | 217                           |      |  |      | 15  |      |   | 22   |  |   | 33    |  |   | 11 
|                                              |  |                                 |        |   |                                        |   |                               |      |  |      |     |      |   |      |  |   |       |  |   |    
|Net periodic benefit cost                     |  | $                               | 322    |   |                                        | $ | 773                           |      |  | $    | 128 |      | $ | 124  |  | $ | 375   |  | $ | 286
|                                              |  |                                 |        |   |                                        |   |                               |      |  |      |     |      |   |      |  |   |       |  |   |    
|                                              | 
|                                              |  | Nine months ended September 30 
|                                              |  | Pension Benefits                |        |   | Supplemental Executive Retirement Plan |   | Other Postretirement Benefits
|                                              |  | 2007                            |        |   | 2006                                   |   |                               | 2007 |  | 2006 |     | 2007 |   | 2006
|Service cost                                  |  | $                               | 3,091  |   |                                        | $ | 3,032                         |      |  | $    | 78  |      | $ | 48   |  | $ | 414   |  | $ | 313
|Interest cost                                 |  |                                 | 3,433  |   |                                        |   | 3,116                         |      |  |      | 164 |      |   | 165  |  |   | 444   |  |   | 328
|Expected return on plan assets                |  |                                 | (5,280 | ) |                                        |   | (4,579                        | )    |  |      | 0   |      |   | 0    |  |   | 0     |  |   | 0  
|Amortization of prior service cost            |  |                                 | 23     |   |                                        |   | (30                           | )    |  |      | 93  |      |   | 93   |  |   | 84    |  |   | 55 
|Amortization of transition obligation (asset) |  |                                 | (2     | ) |                                        |   | (51                           | )    |  |      | 0   |      |   | 0    |  |   | 84    |  |   | 84 
|Amortization of net actuarial (gain) or loss  |  |                                 | 81     |   |                                        |   | 651                           |      |  |      | 37  |      |   | 66   |  |   | 99    |  |   | 33 
|                                              |  |                                 |        |   |                                        |   |                               |      |  |      |     |      |   |      |  |   |       |  |   |    
|Net periodic benefit cost                     |  | $                               | 1,346  |   |                                        | $ | 2,139                         |      |  | $    | 372 |      | $ | 372  |  | $ | 1,125 |  | $ | 813
|                                              |  |                                 |        |   |                                        |   |                               |      |  |      |     |      |   |      |  |   |       |  |   |    



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



Employer Contributions

Susquehanna previously disclosed in its financial statements for the year ended December 31, 2006, that it expected to contribute $122 to its pension plan and $328 to its other postretirement benefit plan in
2007. As of September 30, 2007, $92 of contributions have been made to its pension plans, and $230 of contributions have been made to its other postretirement benefit plan. Susquehanna anticipates contributing an additional $30 to fund its
pension plan in 2007 for a total of $122, and $98 to its other postretirement benefit plan for a total of $328.

NOTE 9. Derivative Financial
Instruments and Hedging Activities

Beginning in February 2007, Susquehanna entered into amortizing interest rate swaps with an
aggregate notional amount of $131,524. For purposes of Susquehannas consolidated financial statements, the entire notional amount of the swaps is designated as a cash flow hedge of expected future cash flows associated with a forecasted sale
of auto leases. These transactions are subject to FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. At September 30, 2007, the unrealized loss, net of taxes, recorded in accumulated other comprehensive
income was ($633).

Beginning in April 2006, Susquehanna entered into amortizing interest rate swaps with an aggregate notional amount of
$266,866. For purposes of Susquehannas consolidated financial statements, the entire notional amount of the swaps was designated as a cash flow hedge of expected future cash flows associated with a forecasted sale of auto leases. These
transactions were subject to FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. On February 8, 2007, the swaps were terminated. On February 14, 2007, the forecasted sales of auto leases occurred,
and the ($202) loss reported in accumulated other comprehensive income at December 31, 2006, was reclassified to gain on sale of loans and leases.

In June 2005, Susquehanna entered into two $25,000 interest rate swaps to hedge the interest rate risk exposure on $50,000 of variable-rate debt. The risk management objective with respect to these interest rate swaps
is to hedge the risk of changes in cash flow attributable to changes in the LIBOR swap rate. At September 30, 2007, the unrealized gain, net of taxes, recorded in accumulated other comprehensive income was $336.

The following table summarizes our derivative financial instruments at September 30, 2007:



|                |         |            |   |      |               |  |                   |  |                 |  
|--------------- | ------- | ---------- | - | ---- | ------------- |  | ----------------- |  | --------------- | -
|Notional Amount |         | Fair Value |   |      | Variable Rate |  | Fixed Rate        | 
|$               | 131,524 |            | $ | (974 | )             |  | One-month LIBOR   |  | 4.571% to 5.206 | %
|                | 25,000  |            |   | 178  |               |  | Three-month LIBOR |  | 3.935           | %
|                | 25,000  |            |   | 339  |               |  | Three-month LIBOR |  | 4.083           | %
|                |         |            |   |      |               |  |                   |  |                 |  
|$               | 181,524 |            | $ | (457 | )             |  |                   |  |                 |  
|                |         |            |   |      |               |  |                   |  |                 |  

NOTE 10. Uncertainty in Income Taxes

Susquehanna adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.
There was no impact on Susquehannas financial position or results of operations as a result of the implementation of Interpretation No. 48. At the time of adoption, Susquehanna had $1,421 of unrecognized tax benefits, of which $1,208, if
recognized, would affect the effective tax rate. The company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next twelve months.

Susquehanna recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Susquehanna had approximately $183 for the
payment of interest and penalties accrued at January 1, 2007.

Susquehanna and its subsidiaries file income tax returns in the U.S.
federal jurisdiction and various state jurisdictions. With few exceptions, Susquehanna is no longer subject to U.S. federal, state, and local examinations by tax authorities for years before 2003. There is currently one state examination of
Susquehannas tax returns in progress.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



Note 11. Securitization Activity

Automobile Leases

2007 Transaction

In February 2007, Susquehanna securitized $300,414 of closed-end motor vehicle leases and recorded a pre-tax gain of $2,709 (which includes a loss
recognized on the associated cash-flow hedge) in noninterest income. Retained interests in the securitization totaled $51,930 and included $7,774 in subordinated notes, $40,147 in equity certificates of the securitization trust, and a $4,009
interest-only strip. The initial carrying values of these retained interests were determined by allocating the carrying value among the assets sold and retained based on their relative fair values at the date of sale. The initial carrying value of
the interest-only strip was estimated at the date of sale by discounting projected future cash flows. Susquehanna has retained the right to service the leases; however, no servicing asset or liability was recognized because expected servicing costs
are approximately equal to expected servicing fee income, which approximates market value. Transaction costs associated with this securitization were included as a component of gain on sale. The subordinated notes retained in the transaction, which
do not bear interest, have been rated by independent rating agencies. Their final maturity date is January 14, 2013.

2006
Transaction

In March 2006, Susquehanna securitized $356,140 of closed-end motor vehicle leases and recorded a pre-tax gain of
$1,937 (which includes a gain recognized on the associated cash-flow hedge) in noninterest income. Retained interests in the securitization totaled $53,953 and included $10,482 in subordinated notes, $42,812 in equity certificates of the
securitization trust, and a $659 interest-only strip. The initial carrying values of these retained interests were determined by allocating the carrying value among the assets sold and retained based on their relative fair values at the date of
sale. The initial carrying value of the interest-only strip was estimated at the date of sale by discounting projected future cash flows. Susquehanna has retained the right to service the leases; however, no servicing asset or liability was
recognized because expected servicing costs are approximately equal to expected servicing fee income, which approximates market value. Transaction costs associated with this securitization were included as a component of gain on sale. The
subordinated notes retained in the transaction, which do not bear interest, have been rated by independent rating agencies. Their final maturity date is February 14, 2012.

2002 Revolving Transaction

In
July 2007, Susquehanna, as servicer, issued a clean-up call for this securitization and acquired $33,397 in lease receivables.

Home Equity Loans

2006 Transaction

In September 2006, Susquehanna securitized $349,403 of fixed-rate home mortgage loans and variable-rate line of credit loans and recorded a pre-tax gain of $8,225 in noninterest income. Retained interests in the securitization totaled
$21,244 and included $2,745 in subordinated notes, and $18,499 in interest-only strips. The initial carrying value of the interest-only strips was estimated at the date of sale by discounting projected future cash flows. Susquehanna has retained the
right to service the loans and recorded a servicing asset of $2,334. Transaction costs associated with this securitization were included as a component of gain on sale. The subordinated notes retained in the transaction, which bear interest at
one-month LIBOR plus .75%, were rated by independent rating agencies and have a final maturity date of August 2036.

In this
securitization, approximately 70.5% of the variable-rate loans as of the cut-off date included a feature that permits the obligor to convert all or a portion of the loan from a variable interest rate to a fixed interest rate. If the total principal
balance of the converted loans is greater than 10% of the total outstanding balance of the portfolio, Susquehanna is required to repurchase the converted loans in excess of the 10% threshold until the total principal balance of the loans repurchased
by Susquehanna is equal to 10% of the original principal balance of the loans. Based upon Susquehannas experience with this product, Susquehanna has concluded that the event requiring the repurchase of converted loans would be remote. The
maximum dollar amount of this repurchase obligation at the cut-off date was $11,140, and its related fair value was considered to be de minimis.

Key economic assumptions used in measuring certain retained interests at the date of securitization were as follows:



|                      |  |                 |       |                                    |    |                  |            |   |                        |      |   |                      |      |   |                                 |                            |  
|--------------------- |  | --------------- | ----- | ---------------------------------- | -- | ---------------- | ---------- | - | ---------------------- | ---- | - | -------------------- | ---- | - | ------------------------------- | -------------------------- | -
|                      |  | Gain Recognized |       | Weighted- average Life (in months) |    | Prepayment Speed |            |   | Expected Credit Losses |      |   | Annual Discount Rate |      |   | Annual Coupon Rate to Investors |                           
|Automobile Leases     |  |                 |       |                                    |    |                  |            |   |                        |      |   |                      |      |   |                                 |                            |  
|2007 transaction      |  | $               | 2,709 |                                    | 19 |                  | 2.00%-4.00 | % |                        | 0.05 | % |                      | 5.18 | % |                                 | 5.25%-5.61                 | %
|2006 transaction      |  |                 | 1,937 |                                    | 22 |                  | 2.00-4.00  |   |                        | 0.05 |   |                      | 5.28 |   |                                 | 4.99-5.58                  |  
|                      |  |                 |       |                                    |    |                 
|Home Equity Loans     |  |                 |       |                                    |    |                  |            |   |                        |      |   |                      |      |   |                                 |                            |  
|2006 transaction      |  | $               | 8,225 |                                    |    |                  |            |   |                        |      |   |                      |      |   |                                 |                            |  
|Fixed-rate portion    |  |                 |       |                                    | 56 |                  | 10.00      | * |                        | 0.10 | % |                      | 6.60 | % |                                 | 30-day LIBOR+ 0.17% - 1.25 | %
|Variable-rate portion |  |                 |       |                                    | 20 |                  | 45.00      | * |                        | 0.06 |   |                      | 6.60 |   |                                 | 30-day LIBOR+ 0.15         | %

---

|* | Constant Prepayment Rate
|- | ------------------------



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



The following table presents quantitative information about delinquencies, net credit losses, and
components of loan and lease sales serviced by Susquehanna, including securitization transactions.



|                                   |  |                   |                                |                                           |   |                                   |  |                   |        |      |   |         |      |   |        |   |  |   |       |  
|---------------------------------- |  | ----------------- | ------------------------------ | ----------------------------------------- | - | --------------------------------- |  | ----------------- | ------ | ---- | - | ------- | ---- | - | ------ | - |  | - | ----- | -
|                                   |  | Principal Balance |                                | Loans and Leases Past Due 30 Days or More |   | For the Nine Months Ended Sept 30 | 
|                                   |  |                   | Net Credit Losses (Recoveries) |                                          
|                                   |  | Sept 30, 2007     |                                | December 31, 2006                         |   | Sept 30, 2007                     |  | December 31, 2006 |        | 2007 |   |         | 2006 |  
|Loans and leases held in portfolio |  | $                 | 5,842,883                      |                                           | $ | 5,560,997                         |  | $                 | 79,147 |      | $ | 98,242  |      | $ | 10,303 |   |  | $ | 4,277 |  
|Leases securitized                 |  |                   | 573,118                        |                                           |   | 618,902                           |  |                   | 1,335  |      |   | 1,023   |      |   | 314    |   |  |   | 146   |  
|Home equity loans securitized      |  |                   | 355,616                        |                                           |   | 463,266                           |  |                   | 842    |      |   | 2,620   |      |   | 52     |   |  |   | 0     |  
|Leases serviced for others (1)     |  |                   | 72,406                         |                                           |   | 210,386                           |  |                   | 936    |      |   | 1,054   |      |   | (122   | ) |  |   | (41   | )
|                                   |  |                   |                                |                                           |   |                                   |  |                   |        |      |   |         |      |   |        |   |  |   |       |  
|Total loans and leases serviced    |  | $                 | 6,844,023                      |                                           | $ | 6,853,551                         |  | $                 | 82,260 |      | $ | 102,939 |      | $ | 10,547 |   |  | $ | 4,382 |  
|                                   |  |                   |                                |                                           |   |                                   |  |                   |        |      |   |         |      |   |        |   |  |   |       |  

---

|(1) | Amounts at September 30, 2007 include agency arrangements. Amounts at December 31, 2006 include the sale/leaseback transaction and agency arrangements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

Certain cash flows received from or conveyed to the structured entities associated with the securitizations are as follows:



|                                                  |  |                            |        |                           |   |         |  |      |         |  |   |        
|------------------------------------------------- |  | -------------------------- | ------ | ------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                                  |  | Three Months Ended Sept 30 |        | Nine Months Ended Sept 30
|                                                  |  | 2007                       |        | 2006                      |   | 2007    |  | 2006
|Automobile Leases                                 |  |                            |        |                           |   |         |  |      |         |  |   |        
|Proceeds from securitizations                     |  | $                          | 0      |                           | $ | 0       |  | $    | 252,493 |  | $ | 302,887
|Amounts derecognized                              |  |                            | 0      |                           |   | 0       |  |      | 300,414 |  |   | 356,140
|Servicing fees received                           |  |                            | 1,593  |                           |   | 2,181   |  |      | 5,667   |  |   | 6,585  
|Other cash flows received from retained interests |  |                            | 11,190 |                           |   | 8,745   |  |      | 19,083  |  |   | 21,582 
|                                                  |  |                           
|                                                  |  | Three Months Ended Sept 30 |        | Nine Months Ended Sept 30
|                                                  |  | 2007                       |        | 2006                      |   | 2007    |  | 2006
|Home Equity Loans                                 |  |                            |        |                           |   |         |  |      |         |  |   |        
|Proceeds from securitizations                     |  | $                          | 0      |                           | $ | 338,597 |  | $    | 0       |  | $ | 338,597
|Amounts derecognized                              |  |                            | 0      |                           |   | 351,150 |  |      | 0       |  |   | 351,150
|Additional draws conveyed to the trusts           |  |                            | 13,850 |                           |   | 15,267  |  |      | 46,342  |  |   | 44,014 
|Servicing fees received                           |  |                            | 387    |                           |   | 331     |  |      | 1,273   |  |   | 849    
|Other cash flows received from retained interests |  |                            | 1,779  |                           |   | 0       |  |      | 6,019   |  |   | 0      

The following table sets forth a summary of the fair values of the interest-only strips, key
economic assumptions used to arrive at the fair values, and the sensitivity of the September 30, 2007 fair values to immediate 10% and 20% adverse changes in those assumptions. The sensitivities are hypothetical and should be used with caution.
Changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular
assumption on the fair value of the retained interest is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower
prepayments and increased credit losses), which might magnify or counteract the sensitivities.

Susquehannas analysis of the
information presented below indicates that any adverse change of 20% in the key economic assumptions would not have a significant effect on the fair value of the Companys interest-only strips.

As of September 30, 2007



|                                                 |  |            |       |                                    |    |                          |   |      |                                   |  |   |                          |   |  |   |      |  
|------------------------------------------------ |  | ---------- | ----- | ---------------------------------- | -- | ------------------------ | - | ---- | --------------------------------- |  | - | ------------------------ | - |  | - | ---- | -
|                                                 |  | Fair Value |       | Weighted- average Life (in months) |    | Monthly Prepayment Speed |   |      | Expected Cumulative Credit Losses |  |   | Annual Discount Rate (1) |  
|                                                 |  |            |       |                                   
|Automobile Leases                                |  |            |       |                                    |    |                          |   |      |                                   |  |   |                          |   |  |   |      |  
|2007 transaction - Interest-Only Strip           |  | $          | 2,592 |                                    | 16 |                          |   | 3.60 | %                                 |  |   | 0.05                     | % |  |   | 7.79 | %
|Decline in fair value of 10% adverse change      |  |            |       |                                    |    |                          | $ | 0    |                                   |  | $ | 15                       |   |  | $ | 21   |  
|Decline in fair value of 20% adverse change      |  |            |       |                                    |    |                          |   | 1    |                                   |  |   | 30                       |   |  |   | 41   |  
|                                                 |  |            |       |                                    |   
|2006 transaction - Interest-Only Strip           |  | $          | 1,094 |                                    | 8  |                          |   | 4.00 | %                                 |  |   | 0.05                     | % |  |   | 7.83 | %
|Decline in fair value of 10% adverse change      |  |            |       |                                    |    |                          | $ | 1    |                                   |  | $ | 6                        |   |  | $ | 5    |  
|Decline in fair value of 20% adverse change      |  |            |       |                                    |    |                          |   | 3    |                                   |  |   | 12                       |   |  |   | 11   |  
|                                                 |  |            |       |                                    |   
|2005 transaction - Interest-Only Strip           |  | $          | 502   |                                    | 4  |                          |   | 3.00 | %                                 |  |   | 0.05                     | % |  |   | 7.68 | %
|Decline in fair value of 10% adverse change      |  |            |       |                                    |    |                          | $ | 0    |                                   |  | $ | 1                        |   |  | $ | 1    |  
|Decline in fair value of 20% adverse change      |  |            |       |                                    |    |                          |   | 0    |                                   |  |   | 1                        |   |  |   | 3    |  
|                                                 |  |            |       |                                    |   
|2004 revolving transaction - Interest-Only Strip |  | $          | 79    |                                    | 6  |                          |   | 6.00 | %                                 |  |   | 0.00                     | % |  |   | 5.13 | %
|Decline in fair value of 10% adverse change      |  |            |       |                                    |    |                          | $ | 0    |                                   |  | $ | 0                        |   |  | $ | 0    |  
|Decline in fair value of 20% adverse change      |  |            |       |                                    |    |                          |   | 0    |                                   |  |   | 0                        |   |  |   | 0    |  



---

##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Amounts in thousands, except as noted and per share data)



|                                            |  |            |       |                                    |    |                          |   |                                   |  |   |                          |   |  |   |       |  
|------------------------------------------- |  | ---------- | ----- | ---------------------------------- | -- | ------------------------ | - | --------------------------------- |  | - | ------------------------ | - |  | - | ----- | -
|                                            |  | Fair Value |       | Weighted- average Life (in months) |    | Constant Prepayment Rate |   | Expected Cumulative Credit Losses |  |   | Annual Discount Rate (1) |  
|Home Equity Loans                           |  |            |       |                                    |    |                          |   |                                   |  |   |                          |   |  |   |       |  
|2006 transaction - Interest-Only Strips     |  |            |       |                                    |    |                          |   |                                   |  |   |                          |   |  |   |       |  
|Fixed-rate portion                          |  | $          | 8,226 |                                    | 43 |                          |   | 15.00                             |  |   | 0.04                     | % |  |   | 10.00 | %
|Decline in fair value of 10% adverse change |  |            |       |                                    |    |                          | $ | 266                               |  | $ | 21                       |   |  | $ | 225   |  
|Decline in fair value of 20% adverse change |  |            |       |                                    |    |                          |   | 515                               |  |   | 42                       |   |  |   | 435   |  
|                                            |  |            |       |                                    |   
|Variable-rate portion                       |  | $          | 2,832 |                                    | 20 |                          |   | 45.00                             |  |   | 0.06                     | % |  |   | 10.00 | %
|Decline in fair value of 10% adverse change |  |            |       |                                    |    |                          | $ | 203                               |  | $ | 7                        |   |  | $ | 62    |  
|Decline in fair value of 20% adverse change |  |            |       |                                    |    |                          |   | 381                               |  |   | 13                       |   |  |   | 122   |  
|                                            |  |            |       |                                    |   
|2005 transaction - Interest-Only Strips     |  | $          | 7,673 |                                    | 22 |                          |   | 40.00                             |  |   | 0.06                     | % |  |   | 10.00 | %
|Decline in fair value of 10% adverse change |  |            |       |                                    |    |                          | $ | 425                               |  | $ | 12                       |   |  | $ | 166   |  
|Decline in fair value of 20% adverse change |  |            |       |                                    |    |                          |   | 803                               |  |   | 23                       |   |  |   | 323   |  

---

|(1) | The annual discount rate is based on fair-value estimates of similar instruments.
|--- | ---------------------------------------------------------------------------------

In the quarter ended September 30, 2007, Susquehannas monthly analysis of the cash flows associated with securitized assets indicated that the fixed-rate home equity loans included in the 2006 Home Equity
securitization were experiencing faster than expected prepayments. Accordingly, the constant prepayment rate associated with these fixed-rate loans was increased from 10% to 15%, which approximates actual current experience. As a result, a $1,200
other-than-temporary impairment charge was recognized. Susquehanna did not identify adverse cash flows associated with its other securitized prime loans and leases.

As of September 30, 2007, and subsequent to the evaluation of adverse cash flows resulting in the other-than-temporary impairment charges on the fixed-rate home equity loans, the deterioration in the credit markets
resulted in significant widening of yields associated with mortgage-related financial instruments. This deterioration prompted Susquehanna to re-evaluate the discount rates that were being utilized to calculate the fair value of the interest-only
strips for all of its securitization transactions. This evaluation required Susquehanna to increase its discount rates, from a range of 4.25% to 6.60% as of June 30, 2007, to a range of 5.13% to 10.00% as of September 30, 2007, to reflect current
market conditions and estimated fair values of these instruments. Susquehannas evaluation included consideration of actual historical cash flows of the underlying loans and leases and current yields on financial instruments with risk
attributes similar to the underlying loans and leases. Susquehannas securitized loans and leases were originated in our market and do not contain exposure to sub-prime or alternative documentation (commonly referred to as Alt-A)
loans and leases.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Managements discussion and analysis of the significant changes in the consolidated results of operations, financial condition, and cash flows of
Susquehanna Bancshares, Inc. and its subsidiaries is set forth below for the periods indicated. Unless the context requires otherwise, the terms Susquehanna, we, us, and our refer to Susquehanna
Bancshares, Inc. and its subsidiaries.

Certain statements in this document may be considered to be forward-looking statements
as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include the words expect, estimate, project, anticipate, should,
intend, probability, risk, target, objective, and similar expressions or variations on such expressions. In particular, this document includes forward-looking statements relating, but not
limited to, Susquehannas potential exposures to various types of market risks, such as interest rate risk and credit risk; whether Susquehannas allowance for loan and lease losses is adequate to meet probable loan and lease losses; the
impact of a breach by Auto Lenders Liquidation Center, Inc. (Auto Lenders) on residual loss exposure; the unlikelihood that more than 10% of the home equity line of credit loans in securitization transactions will convert from variable
interest rates to fixed interest rates; expectations regarding the future performance of Hann; our ability to consummate the Community acquisition and to complete an offering of securities to finance the cash portion of the merger
consideration; and our ability to achieve our 2007 financial goals. Such statements are subject to certain risks and uncertainties. For example, certain of the market risk disclosures are dependent on choices about essential model
characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual income
gains and losses could materially differ from those that have been estimated. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not
limited to:



| |  |  | adverse changes in our loan and lease portfolios and the resulting credit-risk-related losses and expenses;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | interest rate fluctuations which could increase our cost of funds or decrease our yield on earning assets and therefore reduce our net interest income;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued levels of our loan and lease quality and origination volume;
| | - |  | ----------------------------------------------------------------------



| |  |  | the adequacy of loss reserves;
| | - |  | ------------------------------



| |  |  | the loss of certain key officers, which could adversely impact our business;
| | - |  | ----------------------------------------------------------------------------



| |  |  | continued relationships with major customers;
| | - |  | ---------------------------------------------



| |  |  | the ability to continue to grow our business internally and through acquisition and successful integration of bank and non-bank entities while controlling our
costs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adverse national and regional economic and business conditions;
| | - |  | ---------------------------------------------------------------



| |  |  | compliance with laws and regulatory requirements of federal and state agencies;
| | - |  | -------------------------------------------------------------------------------



| |  |  | competition from other financial institutions in originating loans, attracting deposits, and providing various financial services that may affect our profitability;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability to hedge certain risks economically;
| | - |  | ------------------------------------------------



| |  |  | our ability to effectively implement technology driven products and services;
| | - |  | -----------------------------------------------------------------------------



| |  |  | changes in consumer confidence, spending and savings habits relative to the bank and non-bank financial services we provide; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | our success in managing the risks involved in the foregoing.
| | - |  | ------------------------------------------------------------



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##### Table of Contents

We encourage readers of this report to understand forward-looking statements to be strategic objectives
rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. We do not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date
the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.

The following
discussion and analysis, the purpose of which is to provide investors and others with information that we believe to be necessary for an understanding of Susquehannas financial condition, changes in financial condition, and results of
operations, should be read in conjunction with the financial statements, notes, and other information contained in this document.

The
following information refers to the parent company and its wholly owned subsidiaries: Boston Service Company, Inc., (t/a Hann Financial Service Corporation) (Hann), Conestoga Management Company, Susquehanna Bank PA and subsidiaries,
Susquehanna Bank DV and subsidiaries, Susquehanna Bank and subsidiaries, Valley Forge Asset Management Corp. and subsidiaries (VFAM), and The Addis Group, LLC (Addis).

Availability of Information

Our web-site address is
www.susquehanna.net. We make available free of charge, through the Investor Relations section of our web site, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports
as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. We include our web-site address in this Quarterly Report on Form 10-Q as an inactive textual reference only.

Executive Commentary

Updated
Financial Goals for 2007

Our updated financial goals for 2007, excluding the Community Banks acquisition expected to be completed in
November of 2007 and associated one-time costs and excluding the second quarter investment loss from the restructuring program (for information regarding the restructuring, see the discussion under the heading Financial
ConditionSecurities Available for Sale in this Quarterly Report on Form 10-Q), are as follows:



|                                           |  |                           |    |  |              |   
|------------------------------------------ |  | ------------------------- | -- |  | ------------ | --
|                                           |  | Previously Published Goal |    |  | Updated Goal |   
|Net interest margin                        |  | 3.67                      | %  |  | 3.67         | % 
|Loan growth (adjusted for securitizations) |  | 12.0                      | %  |  | 12.0         | % 
|Deposit growth                             |  | 5.0                       | %  |  | 4.0          | % 
|Noninterest income growth                  |  | (5.0                      | )% |  | (6.0         | )%
|Noninterest expense growth                 |  | 1.2                       | %  |  | 1.0          | % 
|Tax rate                                   |  | 30.3                      | %  |  | 29.7         | % 

These financial goals include only one securitization in 2007, which already has occurred in the
first quarter. The home-equity-loan securitization planned for the fourth quarter is no longer being considered due to our improved liquidity position resulting from our anticipated acquisition of Community Banks and our charter change for
Susquehanna Bank DV as we moved from the Federal Home Loan Bank of New York to the Federal Home Loan Bank of Pittsburgh. The move to the Federal Home Loan Bank of Pittsburgh increased our borrowing capacity as its collateral verification standards
are less limiting than those at the Federal Home Loan Bank of New York.



---

##### Table of Contents

Acquisitions

Community Banks, Inc.

On May 1, 2007, we announced the signing of a definitive merger agreement
pursuant to which we will acquire Community Banks, Inc. in a stock and cash transaction valued at approximately $860.0 million. Under the terms of the merger agreement, shareholders of Community will be entitled to elect to receive for each share of
Community common stock that they own, either $34.00 in cash or 1.48 shares of Susquehanna common stock. On October 2, 2007, the shareholders of both Community and Susquehanna approved the merger transaction. Pending the expected regulatory
approvals and the satisfaction of other closing conditions, the consummation of the merger is expected to occur on or about November 16, 2007. The acquisition will be accounted for under the purchase method in accordance with FAS No. 141,
Business Combinations.

Widmann, Siff & Co., Inc.

On August 1, 2007, we acquired Widmann, Siff & Co., Inc., and investment advisory firm in Radnor, Pa. Widmann, Siff had more than $300.0
million in assets under management, including accounts serving individuals, pension and profit-sharing plans, corporations, and family trusts. The acquisition was accounted for under the purchase method, and all transactions since the acquisition
date are included in our consolidated financial statements. The acquisition of Widmann, Siff was considered immaterial for purpose of the disclosures required by FAS No. 141, Business combinations.

Minotola National Bank

On
April 21, 2006, we acquired Minotola National Bank in a stock and cash transaction valued at approximately $172 million. The acquisition of Minotola, with total assets of $607 million and fourteen branch locations, has significantly enhanced
our presence in the high-growth markets in southern New Jersey. The acquisition was accounted for under the purchase method, and all transactions since that date are included in our consolidated financial statements.

The acquisition of Minotola was considered immaterial for purposes of the disclosures required by FAS No. 141, Business Combinations.

Results of Operations

Summary
of 2007 Compared to 2006

Net income for the third quarter of 2007 was $19.9 million, a decrease of $5.3 million, or 21.2%, over net
income of $25.2 million for the third quarter of 2006. Net interest income decreased 1.6%, to $66.1 million for the third quarter of 2007, from $67.1 million for the third quarter of 2006. Noninterest income decreased 22.5%, to $30.3 million for the
third quarter of 2007, from $39.1 million for the third quarter of 2006. Noninterest expenses decreased 1.2%, to $66.1 million for the third quarter of 2007, from $66.9 million for the third quarter of 2006.

Results for the third quarter of 2006 include a pre-tax gain of $8.2 million that we recognized in a home-equity-loan securitization. There were no
securitization transactions in the third quarter of 2007.

Net income for the first nine months of 2007 was $50.4 million, a decrease of
$11.8 million, or 19.0%, over net income of $62.3 million for the first nine months of 2006. Net interest income decreased 0.2%, to $192.6 million for the first nine months of 2007, from $193.0 million for the first nine months of 2006. Noninterest
income decreased 17.1%, to $83.7 million for the first nine months of 2007, from $101.0 million for the first nine months of 2006. Noninterest expenses increased 1.0%, to $198.3 million for the first nine months of 2007, from $196.2 million for the
first nine months of 2006.



---

##### Table of Contents

Results for the nine-month period ended September 30, 2007 were significantly affected by an
investment portfolio restructuring in June 2007 which created a pre-tax loss of $11.8 million. For additional information regarding the restructuring, see the discussion under the heading Financial ConditionSecurities Available for
Sale in this Quarterly Report on Form 10-Q.

Additional information is as follows:



|                                      |  |                                 |       |   |                                |   |       |      |  |   |       |   |  |   |       |  
|------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                      |  | Three Months EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|                                      |  | 2007                            |       |   | 2006                           |   |       | 2007 |  |   | 2006  |  
|Diluted Earnings per Share            |  | $                               | 0.38  |   |                                | $ | 0.49  |      |  | $ | 0.97  |   |  | $ | 1.25  |  
|Return on Average Assets              |  |                                 | 0.93  | % |                                |   | 1.21  | %    |  |   | 0.81  | % |  |   | 1.05  | %
|Return on Average Equity              |  |                                 | 8.39  | % |                                |   | 10.99 | %    |  |   | 7.16  | % |  |   | 9.73  | %
|Return on Average Tangible Equity (1) |  |                                 | 13.83 | % |                                |   | 18.32 | %    |  |   | 11.81 | % |  |   | 15.58 | %
|Efficiency Ratio                      |  |                                 | 67.97 | % |                                |   | 62.54 | %    |  |   | 71.14 | % |  |   | 66.32 | %
|Efficiency Ratio excluding Hann (1)   |  |                                 | 65.27 | % |                                |   | 57.40 | %    |  |   | 68.80 | % |  |   | 60.99 | %
|Net Interest Margin                   |  |                                 | 3.64  | % |                                |   | 3.76  | %    |  |   | 3.66  | % |  |   | 3.80  | %

---

|(1) | Supplemental Reporting of Non-GAAP-based Financial Measures
|--- | -----------------------------------------------------------

Return on average tangible equity is a non-GAAP-based financial measure calculated using non-GAAP amounts. The most directly comparable measure is return on average equity which is calculated using GAAP- based
amounts. We calculate return on average tangible equity by excluding the balance of intangible assets and their related amortization expense from our calculation of return on average equity. Management uses the return on average tangible equity in
order to review our core operating results. Management believes that this is a better measure of our performance. In addition, this is consistent with the treatment by bank regulatory agencies, which excludes goodwill and other intangible assets
from the calculation of risk-based capital ratios. A reconciliation of return on average equity to return on average tangible equity is set forth below.



|                                                                       |  |                                 |   |  |                                |   |  |       |   |  |       |  
|---------------------------------------------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----- | -
|                                                                       |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                                                       |  | 2007                            |   |  | 2006                           |   |  | 2007  |   |  | 2006  |  
|Return on average equity (GAAP basis)                                  |  | 8.39                            | % |  | 10.99                          | % |  | 7.16  | % |  | 9.73  | %
|Effect of excluding average intangible assets and related amortization |  | 5.44                            | % |  | 7.33                           | % |  | 4.65  | % |  | 5.85  | %
|Return on average tangible equity                                      |  | 13.83                           | % |  | 18.32                          | % |  | 11.81 | % |  | 15.58 | %

Efficiency ratio excluding Hann is a non-GAAP-based financial measure calculated using non-GAAP
amounts. The most directly comparable measure is efficiency ratio which is calculated using GAAP-based amounts. We measure our efficiency ratio by dividing noninterest expenses by the sum of net interest income, on an FTE basis, and noninterest
income. The presentation of an efficiency ratio excluding Hann is computed as the efficiency ratio excluding the effects of our auto leasing subsidiary, Hann. Management believes this to be a preferred measure because it excludes the volatility of
vehicle residual values and vehicle delivery and preparation expense of Hann and provides better visibility into our core business activities. A reconciliation of efficiency ratio to efficiency ratio excluding Hann is set forth below.



|                                |  |                                 |   |  |                                |   |  |       |   |  |       |  
|------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----- | -
|                                |  | Three Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                |  | 2007                            |   |  | 2006                           |   |  | 2007  |   |  | 2006  |  
|Efficiency ratio (GAAP basis)   |  | 67.97                           | % |  | 62.54                          | % |  | 71.14 | % |  | 66.32 | %
|Effect of excluding Hann        |  | 2.70                            | % |  | 5.14                           | % |  | 2.34  | % |  | 5.33  | %
|Efficiency ratio excluding Hann |  | 65.27                           | % |  | 57.40                          | % |  | 68.80 | % |  | 60.99 | %



---

##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

TABLE 1 - Distribution of Assets, Liabilities and Shareholders Equity

(dollars in thousands)

Interest rates and interest differentialtaxable equivalent basis



|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|----------------------------------------------------- |  | --------------------------------------------------- | --------- | --------------------------------------------------- | -------- | - | -------- |  | -------------- |  | - | --------- | - | -------- | - | ------- |  | ----
|                                                      |  | For the Three-Month Period Ended September 30, 2007 |           | For the Three-Month Period Ended September 30, 2006
|                                                      |  | AverageBalance                                      |           |                                                     | Interest |   | Rate (%) |  | AverageBalance |  |   | Interest  |   | Rate (%)
|Assets                                                |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Short-term investments                                |  | $                                                   | 92,110    |                                                     |          | $ | 1,019    |  | 4.39           |  | $ | 78,232    |   |          | $ | 966     |  | 4.90
|Investment securities:                                |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Taxable                                               |  |                                                     | 1,444,726 |                                                     |          |   | 18,672   |  | 5.13           |  |   | 1,274,232 |   |          |   | 13,709  |  | 4.27
|Tax-advantaged                                        |  |                                                     | 41,487    |                                                     |          |   | 655      |  | 6.26           |  |   | 17,992    |   |          |   | 295     |  | 6.51
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total investment securities                           |  |                                                     | 1,486,213 |                                                     |          |   | 19,327   |  | 5.16           |  |   | 1,292,224 |   |          |   | 14,004  |  | 4.30
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Loans and leases, (net):                              |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Taxable                                               |  |                                                     | 5,618,807 |                                                     |          |   | 106,455  |  | 7.52           |  |   | 5,696,372 |   |          |   | 107,835 |  | 7.51
|Tax-advantaged                                        |  |                                                     | 93,359    |                                                     |          |   | 1,737    |  | 7.38           |  |   | 89,303    |   |          |   | 1,675   |  | 7.44
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total loans and leases                                |  |                                                     | 5,712,166 |                                                     |          |   | 108,192  |  | 7.51           |  |   | 5,785,675 |   |          |   | 109,510 |  | 7.51
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total interest-earning assets                         |  |                                                     | 7,290,489 |                                                     |          | $ | 128,538  |  | 6.99           |  |   | 7,156,131 |   |          | $ | 124,480 |  | 6.90
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Allowance for loan and lease losses                   |  |                                                     | (61,900   | )                                                   |          |   |          |  |                |  |   | (62,017   | ) |          |   |         |  |     
|Other non-earning assets                              |  |                                                     | 1,237,046 |                                                     |          |   |          |  |                |  |   | 1,182,023 |   |          |   |         |  |     
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total assets                                          |  | $                                                   | 8,465,635 |                                                     |          |   |          |  |                |  | $ | 8,276,137 |   |          |   |         |  |     
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Liabilities                                           |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Deposits:                                             |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Interest-bearing demand                               |  | $                                                   | 2,097,339 |                                                     |          | $ | 15,119   |  | 2.86           |  | $ | 1,866,568 |   |          | $ | 13,780  |  | 2.93
|Savings                                               |  |                                                     | 430,305   |                                                     |          |   | 869      |  | 0.80           |  |   | 517,312   |   |          |   | 1,548   |  | 1.19
|Time                                                  |  |                                                     | 2,565,452 |                                                     |          |   | 30,128   |  | 4.66           |  |   | 2,518,686 |   |          |   | 26,981  |  | 4.25
|Short-term borrowings                                 |  |                                                     | 464,610   |                                                     |          |   | 5,033    |  | 4.30           |  |   | 373,462   |   |          |   | 4,267   |  | 4.53
|FHLB borrowings                                       |  |                                                     | 620,809   |                                                     |          |   | 7,106    |  | 4.54           |  |   | 648,835   |   |          |   | 6,811   |  | 4.16
|Long-term debt                                        |  |                                                     | 222,026   |                                                     |          |   | 3,372    |  | 6.03           |  |   | 222,509   |   |          |   | 3,272   |  | 5.83
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total interest-bearing liabilities                    |  |                                                     | 6,400,541 |                                                     |          | $ | 61,627   |  | 3.82           |  |   | 6,147,372 |   |          | $ | 56,659  |  | 3.66
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Demand deposits                                       |  |                                                     | 880,724   |                                                     |          |   |          |  |                |  |   | 982,026   |   |          |   |         |  |     
|Other liabilities                                     |  |                                                     | 243,810   |                                                     |          |   |          |  |                |  |   | 235,919   |   |          |   |         |  |     
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total liabilities                                     |  |                                                     | 7,525,075 |                                                     |          |   |          |  |                |  |   | 7,365,317 |   |          |   |         |  |     
|Equity                                                |  |                                                     | 940,560   |                                                     |          |   |          |  |                |  |   | 910,820   |   |          |   |         |  |     
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total liabilities and shareholders equity            |  | $                                                   | 8,465,635 |                                                     |          |   |          |  |                |  | $ | 8,276,137 |   |          |   |         |  |     
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Net interest income / yield on average earning assets |  |                                                     |           |                                                     |          | $ | 66,911   |  | 3.64           |  |   |           |   |          | $ | 67,821  |  | 3.76
|                                                      |  |                                                     |           |                                                     |          |   |          |  |                |  |   |           |   |          |   |         |  |     

Additional Information

Average loan balances include non-accrual loans.

Tax-exempt income has been adjusted to a tax-equivalent basis using a
marginal rate of 35%.

For presentation in this table, average balances and the corresponding average rates for investment securities are based upon
historical cost, adjusted for amortization of premiums and accretion of discounts.



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##### Table of Contents

Susquehanna Bancshares, Inc. and Subsidiaries

TABLE 1 - Distribution of Assets, Liabilities and Shareholders Equity (continued)

(dollars in thousands)



Interest rates and interest differentialtaxable equivalent basis



|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|----------------------------------------------------- |  | ------------------------------------------------- | --------- | ------------------------------------------------- | -------- | - | -------- |  | -------------- |  | - | --------- | - | -------- | - | ------- |  | ----
|                                                      |  | For the Nine-Month Period EndedSeptember 30, 2007 |           | For the Nine-Month Period EndedSeptember 30, 2006
|                                                      |  | AverageBalance                                    |           |                                                   | Interest |   | Rate (%) |  | AverageBalance |  |   | Interest  |   | Rate (%)
|Assets                                                |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Short-term investments                                |  | $                                                 | 91,851    |                                                   |          | $ | 3,411    |  | 4.97           |  | $ | 75,581    |   |          | $ | 2,551   |  | 4.51
|Investment securities:                                |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Taxable                                               |  |                                                   | 1,429,643 |                                                   |          |   | 51,799   |  | 4.84           |  |   | 1,240,745 |   |          |   | 38,855  |  | 4.19
|Tax-advantaged                                        |  |                                                   | 40,323    |                                                   |          |   | 1,905    |  | 6.32           |  |   | 18,169    |   |          |   | 854     |  | 6.28
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total investment securities                           |  |                                                   | 1,469,966 |                                                   |          |   | 53,704   |  | 4.88           |  |   | 1,258,914 |   |          |   | 39,709  |  | 4.22
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Loans and leases, (net):                              |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Taxable                                               |  |                                                   | 5,471,681 |                                                   |          |   | 309,576  |  | 7.56           |  |   | 5,431,832 |   |          |   | 298,207 |  | 7.34
|Tax-advantaged                                        |  |                                                   | 89,457    |                                                   |          |   | 4,998    |  | 7.47           |  |   | 82,182    |   |          |   | 4,427   |  | 7.20
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total loans and leases                                |  |                                                   | 5,561,138 |                                                   |          |   | 314,574  |  | 7.56           |  |   | 5,514,014 |   |          |   | 302,634 |  | 7.34
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total interest-earning assets                         |  |                                                   | 7,122,955 |                                                   |          | $ | 371,689  |  | 6.98           |  |   | 6,848,509 |   |          | $ | 344,894 |  | 6.73
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Allowance for loan and lease losses                   |  |                                                   | (62,424   | )                                                 |          |   |          |  |                |  |   | (58,546   | ) |          |   |         |  |     
|Other non-earning assets                              |  |                                                   | 1,228,005 |                                                   |          |   |          |  |                |  |   | 1,107,726 |   |          |   |         |  |     
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total assets                                          |  | $                                                 | 8,288,536 |                                                   |          |   |          |  |                |  | $ | 7,897,689 |   |          |   |         |  |     
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Liabilities                                           |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Deposits:                                             |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Interest-bearing demand                               |  | $                                                 | 2,102,416 |                                                   |          | $ | 47,982   |  | 3.05           |  | $ | 1,812,671 |   |          | $ | 36,640  |  | 2.70
|Savings                                               |  |                                                   | 453,234   |                                                   |          |   | 2,922    |  | 0.86           |  |   | 498,421   |   |          |   | 3,494   |  | 0.94
|Time                                                  |  |                                                   | 2,509,837 |                                                   |          |   | 86,814   |  | 4.62           |  |   | 2,381,654 |   |          |   | 71,295  |  | 4.00
|Short-term borrowings                                 |  |                                                   | 390,149   |                                                   |          |   | 12,805   |  | 4.39           |  |   | 323,972   |   |          |   | 9,955   |  | 4.11
|FHLB borrowings                                       |  |                                                   | 532,404   |                                                   |          |   | 16,236   |  | 4.08           |  |   | 655,763   |   |          |   | 19,824  |  | 4.04
|Long-term debt                                        |  |                                                   | 222,114   |                                                   |          |   | 9,955    |  | 5.99           |  |   | 202,843   |   |          |   | 8,860   |  | 5.84
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total interest-bearing liabilities                    |  |                                                   | 6,210,154 |                                                   |          | $ | 176,714  |  | 3.80           |  |   | 5,875,324 |   |          | $ | 150,068 |  | 3.41
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Demand deposits                                       |  |                                                   | 897,463   |                                                   |          |   |          |  |                |  |   | 943,239   |   |          |   |         |  |     
|Other liabilities                                     |  |                                                   | 239,090   |                                                   |          |   |          |  |                |  |   | 223,571   |   |          |   |         |  |     
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total liabilities                                     |  |                                                   | 7,346,707 |                                                   |          |   |          |  |                |  |   | 7,042,134 |   |          |   |         |  |     
|Equity                                                |  |                                                   | 941,829   |                                                   |          |   |          |  |                |  |   | 855,555   |   |          |   |         |  |     
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Total liabilities and shareholders equity            |  | $                                                 | 8,288,536 |                                                   |          |   |          |  |                |  | $ | 7,897,689 |   |          |   |         |  |     
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     
|Net interest income / yield on average earning assets |  |                                                   |           |                                                   |          | $ | 194,975  |  | 3.66           |  |   |           |   |          | $ | 194,826 |  | 3.80
|                                                      |  |                                                   |           |                                                   |          |   |          |  |                |  |   |           |   |          |   |         |  |     

Additional Information

Average loan balances include non-accrual loans.

Tax-exempt income has been adjusted to a tax-equivalent basis using a
marginal rate of 35%.

For presentation in this table, average balances and the corresponding average rates for investment securities are based upon
historical cost, adjusted for amortization of premiums and accretion of discounts.



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##### Table of Contents

Net Interest Income  Taxable Equivalent Basis

Our major source of operating revenues is net interest income, which decreased to $66.1 million for the third quarter of 2007, as compared to $67.1
million for the same period in 2006. For the nine months ended September 30, 2007, net interest income decreased to $192.6 million, as compared to $193.0 million for the same period in 2006.

Net interest income as a percentage of net interest income plus noninterest income was 68.6% for the quarter ended September 30, 2007, and 63.2% for
the quarter ended September 30, 2006. Net interest income as a percentage of net interest income plus noninterest income was 69.7% for the nine months ended September 30, 2007, and 65.6% for the nine months ended September 30, 2006.

Net interest income is the income that remains after deducting, from total income generated by earning assets, the interest expense
attributable to the acquisition of the funds required to support earning assets. Income from earning assets includes income from loans, investment securities, and short-term investments. The amount of interest income is dependent upon many factors
including the volume of earning assets, the general level of interest rates, the dynamics of the change in interest rates, and the levels of non-performing loans. The cost of funds varies with the amount of funds necessary to support earning assets,
the rates paid to attract and hold deposits, the rates paid on borrowed funds, and the levels of noninterest-bearing demand deposits and equity capital.

Table 1 presents average balances, taxable equivalent interest income and expense, and yields earned or paid on these assets and liabilities. For purposes of calculating taxable equivalent interest income, tax-exempt
interest has been adjusted using a marginal tax rate of 35% in order to equate the yield to that of taxable interest rates.

The $1.1
million decrease in our net interest income for the third quarter of 2007, as compared to the third quarter of 2006, was primarily the result of a decrease in net interest margin. Our net interest margin declined from 3.76% for the third quarter of
2006, to 3.64% for the third quarter of 2007. This decrease in net interest margin was primarily due to an increased volume of average interest-bearing liabilities, a 16 basis point increase in rates paid on the average balances of those
interest-bearing liabilities, and a $101.3 million decrease in noninterest-bearing demand deposits. The 16-basis-point increase in rates paid on average balances of interest-bearing liabilities was partially offset by a 9-basis-point increase in
yields on average interest-earning assets. The decrease in net interest margin was partially offset by a $134.4 million increase in average interest-earning assets.

The $0.4 million decrease in our net interest income for the first nine months of 2007, as compared to the first nine months of 2006, was primarily the result of a decrease in our net interest margin. Our net interest
margin declined from 3.80% for the first nine months of 2006, to 3.66% for the first nine months of 2007. This decrease in net interest margin was primarily due to a 39 basis point increase in rates paid on average interest-bearing liabilities and a
$45.8 million decrease in noninterest-bearing demand deposits. The 39 basis point increase in rates paid on average balances on interest-bearing liabilities was partially offset by a 25 basis point increase in yields on average interest-earning
assets. The decrease in net interest margin was partially offset by a $274.4 million increase in average interest-earning assets.

Variances do occur in the net interest margin, as an exact repricing of assets and liabilities is not possible. A further explanation of the impact of asset and liability repricing is found in Item 3, Quantitative and Qualitative
Disclosures About Market Risk.

Provision and Allowance for Loan and Lease Losses

The provision for loan and lease losses is the expense necessary to maintain the allowance for loan and lease losses at a level adequate to absorb
managements estimate of probable losses in the loan and lease portfolio. Our provision for loan and lease losses is based upon management's quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify
impaired loans and leases, analyze delinquencies, ascertain loan and lease growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets we serve.



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##### Table of Contents

As illustrated in Table 2, the provision for loan and lease losses was $2.4 million for the third quarter
of 2007, and $2.2 million for the third quarter of 2006. The provision for loan and lease losses was $6.3 million for the first nine months of 2007, and $6.2 million for the first nine months of 2006.

Net charge-offs for the third quarter of 2007 increased to $5.6 million, or 0.39% of average loans and leases when compared to net charge-offs for the
third quarter of 2006 of $1.2 million, or 0.08% of average loans and leases. Our historic normal range for net charge-offs as a percentage of average loans and leases is between 0.15% and 0.25%. Net charge-offs for the third quarter of 2007 included
a $2.5 million charge-off on a commercial real estate credit in Pennsylvania. Net charge-offs for the first nine months of 2007 were $10.3 million, or 0.25% of average loans and leases, which is within our historic range.

The allowance for loan and lease losses was 1.00% of period-end loans and leases, or $58.7 million at September 30, 2007; 1.13% of period-end loans
and leases, or $62.6 million, at December 31, 2006; and 1.11% of period-end loans and leases, or $61.1 million, at September 30, 2006.

Determining the level of the allowance for possible loan and lease losses at any given point in time is difficult, particularly during uncertain economic periods. We must make estimates using assumptions and information that is often
subjective and changing rapidly. The review of the loan and lease portfolios is a continuing event in light of a changing economy and the dynamics of the banking and regulatory environment. In our opinion, the allowance for loan and lease losses is
adequate to meet probable loan and lease losses at September 30, 2007. There can be no assurance, however, that we will not sustain losses in future periods that could be greater than the size of the allowance at September 30, 2007.

Susquehanna Bancshares, Inc. and Subsidiaries

TABLE 2 - Allowance for Loan and Lease Losses



|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|--------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                      |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30, |  
|                                                                      |  | 2007                             |           |   | 2006                            |   |           | 2007 |  |   | 2006      |  
|                                                                      |  | (dollars in thousands)           |          
|Balance - Beginning of period                                         |  | $                                | 61,871    |   |                                 | $ | 60,138    |      |  | $ | 62,643    |   |  | $ | 53,714    |  
|Additions through acquisition                                         |  |                                  | 0         |   |                                 |   | 0         |      |  |   | 0         |   |  |   | 5,514     |  
|Additions charged to operating expenses                               |  |                                  | 2,414     |   |                                 |   | 2,241     |      |  |   | 6,347     |   |  |   | 6,191     |  
|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|                                                                      |  |                                  | 64,285    |   |                                 |   | 62,379    |      |  |   | 68,990    |   |  |   | 65,419    |  
|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Charge-offs                                                           |  |                                  | (6,628    | ) |                                 |   | (3,467    | )    |  |   | (13,150   | ) |  |   | (8,703    | )
|Recoveries                                                            |  |                                  | 1,030     |   |                                 |   | 2,230     |      |  |   | 2,847     |   |  |   | 4,426     |  
|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Net charge-offs                                                       |  |                                  | (5,598    | ) |                                 |   | (1,237    | )    |  |   | (10,303   | ) |  |   | (4,277    | )
|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Balance - Period end                                                  |  | $                                | 58,687    |   |                                 | $ | 61,142    |      |  | $ | 58,687    |   |  | $ | 61,142    |  
|                                                                      |  |                                  |           |   |                                 |   |           |      |  |   |           |   |  |   |           |  
|Net charge-offs as a percent of average loans and leases (annualized) |  |                                  | 0.39      | % |                                 |   | 0.08      | %    |  |   | 0.25      | % |  |   | 0.10      | %
|Allowance as a percent of period-end loans and leases                 |  |                                  | 1.00      | % |                                 |   | 1.11      | %    |  |   | 1.00      | % |  |   | 1.11      | %
|                                                                      |  |                                  |           |  
|Average loans and leases                                              |  | $                                | 5,712,166 |   |                                 | $ | 5,785,675 |      |  | $ | 5,561,138 |   |  | $ | 5,514,014 |  
|Period-end loans and leases                                           |  |                                  | 5,842,883 |   |                                 |   | 5,517,513 |      |  |   | 5,842,883 |   |  |   | 5,517,513 |  

Noninterest Income

Third Quarter 2007 Compared to Third Quarter 2006

Noninterest income, as a percentage of net
interest income plus noninterest income, was 31.4% for the third quarter of 2007, and 36.8% for the third quarter of 2006.

Noninterest
income decreased $8.8 million, or 22.5%, for the third quarter of 2007, over the third quarter of 2006. This net decrease was composed primarily of the following:



| |  |  | Decreased vehicle origination, servicing, and securitization fees of $1.6 million and
| | - |  | -------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Decreased gains on sale of loans and leases of $7.8 million.
| | - |  | ------------------------------------------------------------

Vehicle origination, servicing, and securitization fees.The 29.8% decrease was the result of a decrease in vehicle lease originations and managed balances due to significant competition from the captive
finance companies.

Gains on sale of loans and leases.During the third quarter of 2006, we recognized an $8.2 million gain in a
home-equity-loan securitization. There were no securitization transactions during the third quarter of 2007.

Nine Months ended
September 30, 2007 Compared to Nine Months ended September 30, 2006

Noninterest income, as a percentage of net interest
income plus noninterest income, was 30.3% for the nine-month period ended September 30, 2007, and 34.4% for the nine-month period ended September 30, 2006.

Noninterest income decreased $17.3 million, or 17.1%, for the nine-month period ended September 30, 2007, over the comparable period in 2006. This net decrease was composed primarily of the following:



| |  |  | Increased service charges on deposit accounts of $1.8 million;
| | - |  | --------------------------------------------------------------



| |  |  | Decreased vehicle origination, servicing, and securitization fees of $2.8 million;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Decreased gains on sale of loans and leasesof $7.6 million; and
| | - |  | ---------------------------------------------------------------



| |  |  | Increased net realized losses on securities of $11.7 million.
| | - |  | -------------------------------------------------------------

Service charges on deposit accounts.The 9.2% increase was the result of improvements initiated in the second quarter of 2006 relating to the
processing of customer overdrafts and the inclusion of Minotola operations for the entire nine months of 2007 as opposed to approximately five months in 2006. (Minotola was acquired on April 21, 2006.)

Vehicle origination, servicing, and securitization fees.The 19.5% decrease was the result of a decrease in vehicle lease originations and managed
balances due to significant competition from the captive finance companies.

Gains on sale of loans and leases.During the first
nine months of 2006, we recognized gains totaling $10.2 million on the sales of loans and leases in two securitization transactions. During the first nine months of 2007, we recognized a gain of $2.8 million in one securitization transaction.

Net realized losses on securities.The increase was a direct result of our investment portfolio restructuring that occurred in June
2007. The restructuring involved the sale of $233.0 million in available-for-sale securities, or approximately 16.0% of our total investment portfolio. For additional information regarding the restructuring, see the discussion under the heading
Financial Condition - Securities Available for Sale in this Quarterly Report on Form 10-Q.

Noninterest Expenses

Third Quarter 2007 Compared to Third Quarter 2006

Noninterest expenses decreased $0.8 million, or 1.2%, from $66.9 million for the third quarter of 2006, to $66.1 million for the third quarter of 2007.
This net decrease was composed primarily of the following:



| |  |  | Increased salaries and employee benefits of $2.4 million;
| | - |  | ---------------------------------------------------------



| |  |  | Decreased vehicle lease disposal expenses of $0.9 million; and
| | - |  | --------------------------------------------------------------



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##### Table of Contents

| |  |  | Decreased other expenses of $3.0 million.
| | - |  | -----------------------------------------

Salaries and employee benefits. The largest component of noninterest expense is salaries and employee benefits, which increased 7.1% for the third quarter of 2007, as compared to the third quarter of 2006. This
increase was primarily the result of normal annual salary increases and higher benefit costs.

Vehicle lease disposal. The 22.4%
decrease primarily was the result of increased efficiencies at the reconditioning center and lower residual guarantee expense.

Other
expense. The 15.7% decrease primarily was due to the elimination of monthly rental expense as a result of a termination of the sale-leaseback transaction on January 12, 2007, which is described below under the heading Financial
Condition  Loans and Leases.

Nine Months ended September 30, 2007 Compared to Nine Months ended
September 30, 2006

Noninterest expenses increased $2.0 million, or 1.0%, from $196.2 million for the nine-month period ended
September 30, 2006 to $198.3 million for the comparable period in 2007. This net increase was composed primarily of the following:



| |  |  | Increased salaries and employee benefits of $9.0 million;
| | - |  | ---------------------------------------------------------



| |  |  | Increased occupancy expense of $1.8 million;
| | - |  | --------------------------------------------



| |  |  | Decreased advertising and marketing expenses of $0.8 million;
| | - |  | -------------------------------------------------------------



| |  |  | Decreased vehicle lease disposal expenses of $1.6 million; and
| | - |  | --------------------------------------------------------------



| |  |  | Decreased other expenses of $7.2 million.
| | - |  | -----------------------------------------

Salaries and employee benefits. The largest component of noninterest expense is salaries and employee benefits, which increased 9.4% for the first nine months of 2007, as compared to the first nine months of
2006. This increase was primarily the result of the inclusion of Minotola operations for the entire nine months in 2007 as opposed to approximately five months in 2006, normal annual salary increases, and higher benefit costs.

Occupancy. The 11.4% increase primarily was the result of the inclusion of Minotola operations for the entire nine months in 2007 as opposed to
approximately five months in 2006.

Advertising and marketing.The 11.0% decrease was primarily the result of a reduction in our
advertising budget for 2007 as compared to 2006.

Vehicle lease disposal. The 14.6% decrease primarily was the result of increased
efficiencies at the reconditioning center and lower residual guarantee expense.

Other expense. The 12.6% decrease primarily was due
to the elimination of monthly rental expense as a result of a termination of the sale-leaseback transaction on January 12, 2007, which is described below under the heading Financial Condition  Loans and Leases.

Income Taxes

Our effective tax
rate for the third quarter of 2007 was 28.67%. Our effective tax rate for the third quarter of 2006 was 32.00%. The decrease is due to an increase in tax-advantaged income and projected federal income tax credits.

Our effective tax rate for the first nine months of 2007 was 29.64%. Our effective tax rate for the first nine months of 2006 was 32.00%. The decrease is
due to an increase in tax-advantaged income and an increase in projected federal income tax credits.



---

##### Table of Contents

Financial Condition

Summary of September 30, 2007 Compared to December 31, 2006

Total assets at
September 30, 2007 were $8.7 billion, an increase of 6.1%, as compared to total assets at December 31, 2006. Total deposits increased to $6.0 billion at September 30, 2007, from $5.9 billion at December 31, 2006. Equity capital
was $942.2 million at September 30, 2007, or $18.05 per share, compared to $936.3 million, or $17.98 per share, at December 31, 2006.

On September 5, 2007, our board of directors declared a fourth quarter dividend of $0.26 per share on our common stock, payable on November 20, 2007 to shareholders of record at November 1, 2007. Historically, fourth quarter
dividends have been declared in October. As a result, at September 30, 2007, our equity capital was reduced by $13.6 million.

Securities
Available for Sale

Securities available for sale increased $151.3 million from December 31, 2006 to September 30, 2007.
The increase occurred because, as part of our investment management strategy, we purchased mortgage-backed securities in the third quarter of 2007 to replace securities that will be maturing in the short-term as we expect interest rates to decline
further in the fourth quarter of 2007.

During May and June of 2007, while planning for the Community acquisition and the resulting growth
and composition of the investment portfolio, our management performed a comprehensive review of our available-for-sale investments. Management determined that for administrative and operational purposes, small remaining portions in mortgage-backed
securities (odd lots, or securities with remaining par amounts of less than $2.0 million) should be sold. These odd lots, totaling $182.0 million, resulted from previous mergers and bank consolidations and from principal amortization
over time. Additionally, we determined that all collateralized mortgage obligations, regardless of the remaining par amount, with an aggregate total of $51.0 million should be sold. Many of these mortgages were acquired in the historic
low-interest-rate environment of 2002 through 2004. This investment portfolio restructuring is expected to reduce administrative costs of managing odd lots, improve the yield on the investment portfolio, and enhance related net interest margin and
net interest income.

The restructuring involved the sale of approximately 16.0% of our available-for-sale investment portfolio, and
resulted in a pre-tax charge of approximately $11.8 million in June 2007. There was minimal impact on shareholders equity, as the decline in value of the investments had been reflected previously in accumulated other comprehensive income.

The proceeds from the sales of these securities were reinvested in a diversified mix of Federal Agency bullet debentures and commercial
and residential mortgage-backed securities with higher yields, longer duration, and positive convexity attributes. The sold securities had a weighted-average yield of 3.76%, while the proceeds were reinvested in securities with an expected yield of
5.75%. We believe that this restructuring will better position our investment portfolio and overall balance sheet to perform well in the current interest-rate environment and for the anticipated merger with Community.

Loans and Leases

Loans and leases
increased $281.9 million, from December 31, 2006 to September 30, 2007. The increase primarily occurred in the commercial, financial, and agricultural category, as loan demand is still solid in our market area.



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##### Table of Contents

On January 12, 2007, we exercised an early buyout option associated with Hanns sale-leaseback
transaction. As a result, Hann acquired approximately $78.4 million of beneficial interests in automobile leases and related vehicles. A significant portion of these automobile leases and related vehicles was sold to our banking subsidiaries and
subsequently included in the February 2007 $300.4 million vehicle lease securitization transaction.

Risk Assets

While total nonperforming assets increased $1.5 million, from December 31, 2006 to September 30, 2007, Table 3 shows that there have been
notable changes among the categories within nonperforming assets.



| |  |  | Nonaccrual loans and leases decreased, from $30.3 million at December 31, 2006 to $26.6 million at September 30, 2007. The net decrease primarily was the
result of the transfer of two credits totaling $9.3 million from nonaccrual status to other real estate owned, offset by two other credits totaling $4.5 being placed on nonaccrual status.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restructured loans decreased, from $5.4 million at December 31, 2006, to $1.9 million at September 30, 2007 due to the reclassification to performing
status in the first quarter of 2007 of a loan included in restructured debt at December 31, 2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other real estate owned increased, from $1.5 million at December 31, 2006, to $10.3 million at September 30, 2007. This increase primarily was the result
of the transfer of the two credits mentioned above from nonaccrual status to other real estate owned. Before the transfer, these two credits were charged-down by $3.5 million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also anticipate that a $12.0 million construction loan may move to nonaccrual status in the fourth quarter of 2007. Our current valuation of the
collateral supporting this credit is sufficient to cover the principal balance.

Recently, there has been significant turmoil in the
sub-prime mortgage market. As a result of our underwriting guidelines, our home equity loan and auto lease securitizations do not contain sub-prime exposure. Our retained interests in these transactions are comprised of loans originated in our
geographic market area. In addition, our investment and loan portfolios do not include exposure to sub-prime or Alt-A programs.

Susquehanna Bancshares,
Inc. and Subsidiaries

TABLE 3 - Risk Assets



|                                                                         |  |                        |        |   |                  |   |        |                   |  |   |        |  
|------------------------------------------------------------------------ |  | ---------------------- | ------ | - | ---------------- | - | ------ | ----------------- |  | - | ------ | -
|                                                                         |  | September 30,2007      |        |   | December 31,2006 |   |        | September 30,2006 | 
|                                                                         |  | (dollars in thousands) |       
|Nonperforming assets:                                                    |  |                        |        |   |                  |   |        |                   |  |   |        |  
|Nonaccrual loans and leases                                              |  | $                      | 26,556 |   |                  | $ | 30,325 |                   |  | $ | 21,176 |  
|Restructured loans                                                       |  |                        | 1,867  |   |                  |   | 5,376  |                   |  |   | 2,295  |  
|Other real estate owned                                                  |  |                        | 10,331 |   |                  |   | 1,544  |                   |  |   | 2,085  |  
|                                                                         |  |                        |        |   |                  |   |        |                   |  |   |        |  
|Total nonperforming assets                                               |  | $                      | 38,754 |   |                  | $ | 37,245 |                   |  | $ | 25,556 |  
|                                                                         |  |                        |        |   |                  |   |        |                   |  |   |        |  
|As a percent of period-end loans and leases plus other real estate owned |  |                        | 0.66   | % |                  |   | 0.67   | %                 |  |   | 0.46   | %
|Coverage ratio                                                           |  |                        | 206.48 | % |                  |   | 175.47 | %                 |  |   | 260.50 | %
|Loans and leases contractually past due 90 days and still accruing       |  | $                      | 9,459  |   |                  | $ | 9,364  |                   |  | $ | 16,853 |  



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##### Table of Contents

Investment in and Receivables from Unconsolidated Entities

Concurrent with the lease securitization transaction in February 2007, our banking subsidiaries recorded investments in and receivables from
unconsolidated entities of $47.9 million, representing notes and equity certificates of the issuer.

Deposits

While total deposits increased 1.7%, from $5.9 billion at December 31, 2006, to $6.0 billion at September 30, 2007, noninterest-bearing deposits
decreased 7.5%, from $959.7 million at December 31, 2006, to $887.7 million at September 30, 2007. Interest-bearing demand deposits increased by 2.5%, from $2.0 billion at December 31, 2006, to $2.1 billion at September 30, 2007.
If this trend continues in 2007, we anticipate that our net interest margin could be negatively impacted in future quarters.

Borrowings

Short-term borrowings increased 21.7%, from $402.0 million at December 31, 2006, to $489.0 million at September 30, 2007, and
FHLB borrowings increased 50.5%, from $528.7 million to $795.5 million during the same timeframe. These increases are due to fact that the increase in total deposits has been insufficient to support our growth in loans and leases. In addition,
securities available for sale increased by $151.3 million, from December 31, 2006, to September 20, 2007, because we purchased securities in the third quarter of 2007 to replace those that will be maturing in the short term.

We anticipate offering up to $150 million in capital efficient notes during the fourth quarter of 2007 to finance the cash portion of the merger
consideration to be paid to CommunityBanks shareholders and for other working capital purposes. We may increase the size of the trust preferred offering, depending upon existing market conditions, to raise proceeds for additional working
capital and general corporate purposes. The exact terms of the trust preferred securities will not be determined until shortly before the offering is to be consummated.

Capital Adequacy

Capital elements are segmented into two tiers. Tier 1 capital represents
shareholders equity plus junior subordinated debentures, reduced by excludable intangibles. Tier 2 capital represents certain allowable long-term debt, the portion of the allowance for loan and lease losses and the allowance for credit losses
on off-balance-sheet credit exposures equal to 1.25% of risk-adjusted assets, and 45% of the unrealized gain on equity securities. The sum of Tier 1 capital and Tier 2 capital is total risk-based capital.

The minimum Tier 1 capital ratio is 4%; our ratio at September 30, 2007, was 8.93%. The minimum total capital (Tiers 1 and 2) ratio is 8%;
our ratio at September 30, 2007, was 11.72%. The minimum leverage ratio is 4%; our leverage ratio at September 30, 2007, was 8.26%. We and each of our bank subsidiaries have leverage and risk-weighted ratios well in excess of regulatory
minimums, and each entity is considered well capitalized under regulatory guidelines.



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##### Table of Contents

Securitizations and Off-Balance-Sheet Financings

The following table summarizes the components of loans and leases serviced:



|                                              |  |                          |           |                          |   |          
|--------------------------------------------- |  | ------------------------ | --------- | ------------------------ | - | ---------
|                                              |  | As of September 30, 2007 |           | As of September 30, 2006
|                                              |  | (dollars in thousands)  
|Lease Securitization Transactions*            |  | $                        | 573,118   |                          | $ | 688,665  
|Home Equity Loan Securitization Transactions* |  |                          | 355,616   |                          |   | 504,226  
|Agency Arrangements and Lease Sales*          |  |                          | 72,406    |                          |   | 169,688  
|Sale-Leaseback Transaction*                   |  |                          | 0         |                          |   | 78,705   
|Leases and Loans Held in Portfolio            |  |                          | 5,842,883 |                          |   | 5,517,513
|                                              |  |                          |           |                          |   |          
|Total Leases and Loans Serviced               |  | $                        | 6,844,023 |                          | $ | 6,958,797
|                                              |  |                          |           |                          |   |          

---

|* | Off-balance-sheet
|- | -----------------

Securitization Transactions

We use the securitization of financial assets as a source of funding and a means to manage capital. Hann and the banking subsidiaries sell beneficial
interests in automobile leases and related vehicles and home equity loans to qualified special purpose entities (each a QSPE). These transactions are accounted for as sales under the guidelines of FAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of FASB Statement No. 125), and a net gain or loss is recognized at the time of the initial sale.

For additional information concerning the accounting policies for initially measuring interest-only strips, the characteristics of securitization
transactions, including the gain or loss from sale, the key assumptions used in measuring the fair value of the interest-only strips, and descriptions of prior years securitization transactions, see the following sections of our Annual Report
on Form 10-K for the year ended December 31, 2006:



| |  |  | Securitizations and Off-Balance-Sheet Financings on pages 52 through 59;
| | - |  | --------------------------------------------------------------------------



| |  |  | Note 1. Summary of Significant Accounting Policies under the captions Asset Securitizations and Servicing Fees under Securitization
Transactions, the Sale-Leaseback Transaction, Agency Agreements and Lease Sales on pages 79 and 80; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Note 20. Securitization Activity on pages 108 through 113.
| | - |  | ------------------------------------------------------------

Also see Note 11. Securitization Activity to the financial statements appearing in Part I, Item 1, of this Quarterly
Report on Form 10-Q.

Summary of the 2007 Securitization Transaction

In February 2007, each of our wholly owned commercial and retail banking subsidiaries (each, a Sponsor Subsidiary) entered into a term
securitization transaction (the 2007 transaction). In connection with the 2007 transaction, each Sponsor Subsidiary sold and contributed the beneficial interest in a portfolio of automobile leases and related vehicles to a separate
wholly owned QSPE (each QSPE, a Transferor and collectively, the Transferors). Collectively, the Sponsor Subsidiaries sold and contributed the beneficial interest in $300.4 million in automobile leases and the related
vehicles to the Transferors. However, the transaction documents for the 2007 transaction provide, among other things, that any assets that failed to meet the eligibility requirements when transferred by the applicable Sponsor Subsidiary must be
repurchased by such Sponsor Subsidiary. Each Transferor sold and contributed the portfolio acquired from the related Sponsor Subsidiary to a newly formed statutory trust (the Issuer). The equity interests of the Issuer are



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##### Table of Contents

owned pro rata by the Transferors (based on the value of the portfolio conveyed by each Transferor to the Issuer). The Transferors financed the purchases of
the beneficial interests from the Sponsor Subsidiaries primarily through the issuance by the Issuer of $260.3 million of fixed-rate asset-backed notes to third-party investors. The Issuer also issued an additional $7.8 million of notes, which have
been retained pro rata by the Transferors in the same ratio as the Transferors retain the equity interests of the Issuer.

The gain
recognized in this transaction was $2.7 million. The initial interest-only strip recognized in this transaction was $4.0 million.

Sale-Leaseback
Transaction

In December 2000, Hann sold and contributed the beneficial interest in $190 million of automobiles and related auto leases
owned by the Origination Trust to a wholly owned special purpose subsidiary (the Lessee). The Lessee sold such beneficial interests to a lessor (the Lessor), and the Lessor in turn leased the beneficial interests in the
automobiles and auto leases back to the Lessee under a Master Lease Agreement that had an eight-year term. For accounting purposes, the sale-leaseback transaction between the Lessee and the Lessor was treated as a sale and an operating lease and
qualified as a sale and leaseback under FAS No. 13.

During the third quarter of 2006, we notified the Lessor of our intention to
exercise the early buyout option, and the transaction was terminated January 12, 2007. The early buyout option price was $93.7 million and was comprised of $78.4 million of beneficial interests in automobile leases and related vehicles and
payment of $15.3 million in cash, which had been recognized in other operating expense in prior years. A significant portion of the automobile leases and related vehicles that Hann acquired in conjunction with the early buyout option was sold to our
banking subsidiaries and included in the vehicle lease securitization transaction that closed February 14, 2007.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

The types of market risk exposures generally faced by banking entities include equity market price risk, liquidity risk, interest rate risk, foreign currency risk, and commodity price risk.

Due to the nature of our operations, foreign currency and commodity price risk are not significant to us. However, in addition to general banking risks,
we have other risks that are related to vehicle leasing, asset securitizations, and off-balance sheet financing that are also discussed above.

Equity
Market Price Risk

Equity market price risk is the risk related to market fluctuations of equity prices in the securities markets. While
we do not have significant risk in our investment portfolio, market price fluctuations may affect fee income generated through our asset management operations. Generally, our fee structure is based on the market value of assets being managed at
specific time frames. If market values decline, our fee income may also decline.

Liquidity Risk

The maintenance of adequate liquidity  the ability to meet the cash requirements of our customers and other financial commitments  is a
fundamental aspect of our asset/liability management strategy. Our policy of diversifying our funding sources  purchased funds, repurchase agreements, and deposit accounts  allows us to avoid undue concentration in any single financial
market and also to avoid heavy funding requirements within short periods of time. At September 30, 2007, our bank subsidiaries had approximately $727.9 million available to them under collateralized lines of credit with various FHLBs; and
approximately $1.3 billion more would have been available provided that additional collateral had been pledged.

Liquidity is not entirely
dependent on increasing our liability balances. Liquidity is also evaluated by taking into consideration maturing or readily marketable assets. Unrestricted short-term investments totaled $110.5 million at September 30, 2007 and represented
additional sources of liquidity.



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##### Table of Contents

As an additional source of liquidity, we periodically enter into securitization transactions in which we
sell the beneficial interests in loans and leases to qualified special purpose entities (QSPEs). In February 2007, we entered into a term securitization transaction of leases and related vehicles. The purchase of these assets by the QSPEs was
financed through the issuance of asset-backed notes to third-party investors. Net proceeds from this transaction totaled $252.5 million.

Interest Rate
Risk

The management of interest rate risk focuses on controlling the risk to net interest income and the associated net interest margin
as the result of changing market rates and spreads. Interest rate sensitivity is the matching or mismatching of the repricing and rate structure of the interest-bearing assets and liabilities. Our goal is to control risk exposure to changing rates
within managements accepted guidelines to maintain an acceptable level of risk exposure in support of consistent earnings.

We employ
a variety of methods to monitor interest rate risk. These methods include basic gap analysis, which points to directional exposure; routine rate shocks simulation; and evaluation of the change in economic value of equity. Board directed guidelines
have been adopted for both the rate shock simulations and economic value of equity exposure limits. By dividing the assets and liabilities into three groups, fixed rate, floating rate and those which reprice only at our discretion, strategies are
developed to control the exposure to interest rate fluctuations.

Our policy, as approved by our Board of Directors, is designed so that we
experience no more than a 15% decline in net interest income and no more than a 30% decline in the economic value of equity for a 300 basis point shock (immediate change) in interest rates. The assumptions used for the interest rate shock analysis
are reviewed and updated at least quarterly. Based upon the most recent interest rate shock analysis, we were within the Boards approved guidelines at a down 300 basis point shock and an up 300 basis point shock. At September 30, 2007, we
were slightly liability-sensitive and should benefit if interest rates decline.

Derivative Financial Instruments and Hedging
Activities

Beginning in February 2007, we entered into amortizing interest rate swaps with an aggregate notional amount of $131.5
million. For purposes of our consolidated financial statements, the entire notional amount of the swaps is designated as a cash flow hedge of expected future cash flows associated with a forecasted sale of auto leases. These transactions are subject
to FAS No. 133, Accounting for Derivative Instruments and Hedging Activities. At September 30, 2007, the unrealized loss, net of taxes, recorded in accumulated other comprehensive income was $0.6 million.

Beginning in April 2006, we entered into amortizing interest rate swaps with an aggregate total of $266.9 million. For purposes of our consolidated
financial statements, the entire notional amount of the swaps was designated as a cash flow hedge of expected future cash flows associated with a forecasted sale of auto leases. This transaction was subject to FAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. On February 8, 2007, the swaps were terminated. On February 14, 2007, the forecasted sale of auto leases occurred, and the $0.2 million loss reported in other comprehensive income at
December 31, 2006, was reclassified to gain on sale of loans and leases.

In June 2005, we entered into two $25.0 million interest
rate swaps to hedge the interest rate risk exposure on $50.0 million of variable-rate debt. The risk management objective with respect to these interest rate swaps is to hedge the risk of changes in our cash flow attributable to changes in the LIBOR
swap rate. At September 30, 2007, the unrealized gain, net of taxes, recorded in accumulated other comprehensive income totaled $0.3 million.

The following table summarizes our derivative financial instruments as of September 30, 2007:



|                       |         |            |   |      |               |  |                   |  |                 |  
|---------------------- | ------- | ---------- | - | ---- | ------------- |  | ----------------- |  | --------------- | -
|Notional Amount        |         | Fair Value |   |      | Variable Rate |  | Fixed Rate        | 
|(dollars in thousands) |        
|$                      | 131,524 |            | $ | (974 | )             |  | One-month LIBOR   |  | 4.571% to 5.206 | %
|                       | 25,000  |            |   | 178  |               |  | Three-month LIBOR |  | 3.935           | %
|                       | 25,000  |            |   | 339  |               |  | Three-month LIBOR |  | 4.083           | %
|                       |         |            |   |      |               |  |                   |  |                 |  
|$                      | 181,524 |            | $ | (457 | )             |  |                   |  |                 |  
|                       |         |            |   |      |               |  |                   |  |                 |  



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##### Table of Contents

Vehicle Leasing Residual Value Risk

In an effort to manage the vehicle residual value risk arising from the auto leasing business of Hann and our affiliate banks, Hann and the banks have entered into arrangements with Auto Lenders pursuant to which Hann
or a bank, as applicable, effectively transferred to Auto Lenders all residual value risk of its respective auto lease portfolio, and all residual value risk on any new leases originated over the term of the applicable agreement. Auto Lenders, which
was formed in 1990, is a used-vehicle remarketer with four retail locations in New Jersey and has access to various wholesale facilities throughout the country. Under these arrangements, Auto Lenders agrees to purchase the beneficial interest in all
vehicles returned by the obligors at the scheduled expiration of the related leases for a purchase price equal to the stated residual value of such vehicles. Stated residual values of new leases are set in accordance with the standards approved in
advance by Auto Lenders. Under a servicing agreement with Auto Lenders, Hann also agrees to make monthly guaranty payments to Auto Lenders based upon a negotiated schedule covering a three-year period. At the end of each year, the servicing
agreement may be renewed by the mutual agreement of the parties for an additional one-year term, beyond the current three-year term, subject to renegotiation of the payments for the additional year. During the renewal process, we periodically obtain
competitive quotes from third parties to determine the best remarketing and/or residual guarantee alternatives for Hann and our bank affiliates.



|Item 4. | Controls and Procedures.
|------- | ------------------------



|(a) | Evaluation of Disclosure Controls and Procedures
|--- | ------------------------------------------------

Susquehannas management, with the participation of Susquehannas Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Susquehannas disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report have been designed and are
functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. Susquehanna believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



|(b) | Change in Internal Control Over Financial Reporting
|--- | ---------------------------------------------------

No change in Susquehannas internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Susquehannas internal control over
financial reporting.



---

##### Table of Contents

PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

There are no material
proceedings to which Susquehanna or any of our subsidiaries are a party or by which, to Susquehannas knowledge, we, or any of our subsidiaries, are threatened. All legal proceedings presently pending or threatened against Susquehanna or our
subsidiaries involve routine litigation incidental to our business or that of the subsidiary involved and are not material in respect to the amount in controversy.



|Item 1A. | Risk Factors.
|-------- | -------------

There have been no material changes
to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. In addition to those risk factors, Susquehanna shareholders carefully should consider the following additional risk factor:

Our pending merger with Community Banks, Inc. may not be consummated. If consummated, we may not realize the expected benefits from the merger.

The merger agreement for the pending Community Banks, Inc. merger contains conditions that, if not satisfied or waived, would
result in the merger not occurring. These conditions include, among others:



| |  |  | the continued accuracy of the representations and warranties contained in the merger agreement;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the performance by each party of its obligations under the merger agreement; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | the listing of such stock for trading on the NASDAQ Stock Market.
| | - |  | -----------------------------------------------------------------

In addition, both Susquehanna and Community have rights to terminate the merger agreement prior to consummation upon the occurrence of certain specified conditions or events.

If we do not consummate the merger with Community, we will not realize any of the anticipated benefits of combining the companies. If we do consummate
the merger, our estimates regarding earnings, cash flow and cost savings resulting from the transaction may prove to be incorrect. Further, unexpected costs and challenges may arise whenever businesses with different operations or management are
combined, and we may experience unanticipated difficulties in the assimilation of the Community operations and workforce, thus delaying the benefits of the merger. As a result of any of the foregoing factors, our results of operations and financial
performance could be adversely affected.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

None



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

None



|Item 5. | Other Information.
|------- | ------------------

None



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##### Table of Contents

|Item 6. | Exhibits.
|------- | ---------

The Exhibits filed as part of this
report are as follows:



|     |  |                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Amended and Restated Agreement and Plan of Merger between Susquehanna and Community Banks, Inc. is incorporated by reference to Exhibit 2.1 of Susquehannas Registration Statement on Form
S-4/A, filed August 10, 2007
|     | 
|3.1  |  | Amended and Restated By-laws of Susquehanna are incorporated by reference to Exhibit 3.1 of Susquehannas Current Report on Form 8-K, filed October 19, 2007                                                            
|     | 
|10.1 |  | Employment Agreement, dated July 25, 2007, between Susquehanna and Michael M. Quick is incorporated by reference to Exhibit 10.1 of Susquehannas Current Report on Form 8-K, filed July 30,
2007                       
|     | 
|10.2 |  | Employment Agreement, dated July 25, 2007, between Susquehanna and James G. Pierne is incorporated by reference to Exhibit 10.2 of Susquehannas Current Report on Form 8-K, filed July 30,
2007                        
|     | 
|10.3 |  | Employment Agreement, dated July 25, 2007, between Susquehanna and Edward Balderston, Jr. is incorporated by reference to Exhibit 10.3 of Susquehannas Current Report on Form 8-K, filed
July 30, 2007                 
|     | 
|10.4 |  | Description of cash bonus payable to Bernard A. Francis, Jr. is incorporated by reference to Susquehannas Current Report on Form 8-K, filed August 22, 2007                                                            
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer                                                                                                                                                       
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer                                                                                                                                                       
|     | 
|32   |  | Section 1350 Certifications                                                                                                                                                                                             



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                 |  |  |  |                                                                 
|---------------- |  |  |  | ----------------------------------------------------------------
|                 |  |  |  | SUSQUEHANNA BANCSHARES, INC.                                    
|                 |  | 
|November 8, 2007 |  |  |  | /s/ William J. Reuter                                           
|                 |  |  |  | William J. Reuter                                               
|                 |  |  |  | Chairman, President and Chief Executive Officer                 
|                 |  | 
|November 8, 2007 |  |  |  | /s/ Drew K. Hostetter                                           
|                 |  |  |  | Drew K. Hostetter                                               
|                 |  |  |  | Executive Vice President, Treasurer, and Chief Financial Officer



---

##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                         
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumbers |  | Description and Method of Filing                                                                                                                                                                                        
|2.1            |  | Amended and Restated Agreement and Plan of Merger between Susquehanna and Community Banks, Inc. is incorporated by reference to Exhibit 2.1 of Susquehannas Registration Statement on Form
S-4/A, filed August 10, 2007
|               | 
|3.1            |  | Amended and Restated By-laws of Susquehanna are incorporated by reference to Exhibit 3.1 of Susquehannas Current Report on Form 8-K, filed October 19, 2007                                                            
|               | 
|10.1           |  | Employment Agreement, dated July 25, 2007, between Susquehanna and Michael M. Quick is incorporated by reference to Exhibit 10.1 of Susquehannas Current Report on Form 8-K, filed July 30,
2007                       
|               | 
|10.2           |  | Employment Agreement, dated July 25, 2007, between Susquehanna and James G. Pierne is incorporated by reference to Exhibit 10.2 of Susquehannas Current Report on Form 8-K, filed July 30,
2007                        
|               | 
|10.3           |  | Employment Agreement, dated July 25, 2007, between Susquehanna and Edward Balderston, Jr. is incorporated by reference to Exhibit 10.3 of Susquehannas Current Report on Form 8-K, filed
July 30, 2007                 
|               | 
|10.4           |  | Description of cash bonus payable to Bernard A. Francis, Jr. is incorporated by reference to Susquehannas Current Report on Form 8-K, filed August 22, 2007                                                            
|               | 
|31.1           |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer                                                                                                                                                       
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|31.2           |  | Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer                                                                                                                                                       
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|32             |  | Section 1350 Certifications