Management's Discussion and Analysis 2022 versus 2021



Management's Discussion and Analysis appearing on the following pages should be
read in conjunction with the Consolidated Financial Statements and Management's
Discussion and Analysis 2021 versus 2020 contained in this Annual Report on Form
10-K.

Critical Accounting Estimates:


Our consolidated financial statements are prepared in accordance with GAAP. The
preparation of consolidated financial statements in conformity with GAAP
requires us to establish critical accounting policies and make accounting
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements, as well as the
reported amounts of revenues and expenses during those reporting periods.

An accounting estimate requires assumptions about uncertain matters that could
have a material effect on the consolidated financial statements if a different
amount within a range of estimates were used or if estimates changed from period
to period. Readers of this report should understand that estimates are made
considering facts and circumstances at a point in time, and changes in those
facts and circumstances could produce results that differ from when those
estimates were made. Significant estimates that are particularly susceptible to
material change within the near term relate to the determination of allowance
for loan losses, and the impairment of goodwill. Actual amounts could differ
from those estimates.

We maintain the allowance for loan losses at a level we believe adequate to
absorb probable credit losses related to individually evaluated loans, as well
as probable incurred losses inherent in the remainder of the loan portfolio as
of the balance sheet date. The balance in the allowance for loan losses account
is based on past events and current economic conditions among other things.

We monitor the adequacy of the allowance quarterly and adjust the allowance as
necessary through normal operations. This ongoing evaluation reduces potential
differences between estimates and actual observed losses. The determination of
the level of the allowance for loan losses is inherently subjective as it
requires estimates that are susceptible to significant revision as more
information becomes available. Accordingly, management cannot ensure that
charge-offs in future periods will not exceed the allowance for loan losses or
that additional increases in the allowance for loan losses will not be required,
resulting in an adverse impact on operating results.

 Goodwill is evaluated at least annually for impairment or more frequently if
conditions indicate potential impairment exist. Any impairment losses arising
from such testing are reported in the income statement in the current period as
a separate line item within operations.

For a further discussion of our critical accounting estimates, refer to Note 1
entitled, "Summary of significant accounting policies," in the Notes to
Consolidated Financial Statements to this Annual Report. Note 1 lists the
significant accounting policies used by us in the development and presentation
of the consolidated financial statements. This discussion and analysis, the
Notes to Consolidated Financial Statements and other financial statement
disclosures identify and address key variables and other qualitative and
quantitative factors that are necessary for the understanding and evaluation of
our financial position, results of operations and cash flows.

Operating Environment:



2022 has been centered in uncertainty around the lingering effects of COVID-19,
high inflation, a tight labor market, fear of recession and the global impact of
Russia's invasion of the Ukraine. As COVID-19 restrictions began to ease and

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commercial and consumer activity returned to pre-pandemic levels, strong demand driven by low interest rates and government stimulus clashed with weakened supply chains and pandemic-related shortages.



Inflation increased during 2022 to levels well above the Federal Open Market
Committee's ("FOMC") long-term desired 2 percent level for items other than food
and energy and remained elevated at year-end 2022. Core inflation, as measured
by the Consumer Price Index ("CPI"), excluding items known for their volatility
such as food and energy, was 5.7 percent for the 12 months ending December 31,
2022. When including food and energy, CPI was 6.5 percent due primarily to
higher energy costs. The Personal Consumption Expenditures Index ("PCE"), a
measure of the prices that people living in the U.S. pay for goods and services,
increased 5.0 percent in December compared to a year ago. Excluding food and
energy, PCE increased 4.4 percent.

Concerns over the high inflation rate have resulted in central bankers in the
U.S. adjusting interest rates to slow economic activity by curbing spending,
hiring and investment. The FOMC has increased rates seven times through December
31, 2022 for a total of 425 basis points, 25 basis points in February 2023 and
additional increases are expected through the first quarter 2023. Higher rates
or maintaining rates at this elevated level may be justified beyond that by
still tight labor markets, elevated wage pressures and high inflation.

We saw strong loan growth in 2022 despite these higher rates. However, we have
seen lower mortgage origination and sales volume as interest rates on mortgage
loans have reached 20 year highs and the housing market cools off. From a
funding perspective, the competition for and subsequent costs of deposits and
alternative funding sources has increased and likely will continue to increase
in 2023 as the FOMC adjusts rates.

The labor market remained strong in 2022 with an unemployment rate of 3.5
percent for December. This along with reduced labor force participation has made
it difficult and costly for companies to fill open positions and thus could
increase our salaries and benefits expenses. The labor market remains strong
going into 2023. Job growth accelerated in the beginning of 2023 as U.S.
employers added 517 thousand jobs and pushed the unemployment rate to a 53-year
low 3.4 percent in January despite announced corporate lay-offs. Wage growth
continued to slow as average hourly earnings grew 4.4 percent in January from a
year earlier, down from a revised 4.8 percent in December. Continued strength in
the labor market may fuel additional interest rate increases.

Gross domestic product ("GDP") rose at a 2.9 percent annualized pace in the
fourth quarter after increasing 3.2 percent in the third quarter. This reflected
increases in inventory investment and consumer spending partially offset by a
decrease in housing investment.

Review of Financial Position:

Peoples Financial Services Corp., a bank holding company incorporated under the
laws of Pennsylvania, provides a full range of financial services through its
wholly-owned subsidiary, Peoples Security Bank and Trust Company ("Peoples
Bank"), collectively, the "Company" or "Peoples." The Company services its
retail and commercial customers through twenty-eight full-service community
banking offices located within the Allegheny, Bucks, Lackawanna, Lebanon,
Lehigh, Luzerne, Monroe, Montgomery, Northampton, Susquehanna and Wyoming
Counties of Pennsylvania, Middlesex County of New Jersey and Broome County of
New York.

Peoples Bank is a state-chartered bank and trust company under the jurisdiction
of the Pennsylvania Department of Banking and Securities and the FDIC. Peoples
Bank's primary product is loans to small and medium sized businesses. Other
lending products include one-to-four family residential mortgages and consumer
loans. Peoples Bank primarily funds its loans by offering checking accounts and
money market accounts to commercial enterprises and individuals. Other deposit
product offerings include certificates of deposits and various non-maturity
deposit accounts.

The Company faces competition primarily from commercial banks, thrift
institutions and credit unions within its Pennsylvania, New Jersey and New York
market, many of which are substantially larger in terms of assets and capital.
In addition, mutual funds and security brokers compete for various types of
deposits, and consumer, mortgage, leasing and

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insurance companies compete for various types of loans and leases. Principal methods of competing for banking and permitted nonbanking services include price, nature of product, quality of service and convenience of location.


The Company and Peoples Bank are subject to regulations of certain federal and
state regulatory agencies, including the Federal Reserve Board, the FDIC, and
Pennsylvania Department of Banking and Securities, and undergo periodic
examinations by such agencies.

Total assets, loans and deposits were $3.6 billion, $2.7 billion and $3.0
billion, respectively, at December 31, 2022. Total assets, loans and deposits
grew 5.5 percent, 17.2 percent and 2.8 percent, respectively, compared to 2021
year-end balances.

The loan portfolio consisted of $2.3 billion of business loans, including
commercial and commercial real estate loans, and $421.0 million in retail loans,
including residential mortgage and consumer loans at December 31, 2022. Total
investment securities were $569.0 million at December 31, 2022, including
$477.7 million of investment securities classified as available-for sale and
$91.2 million classified as held-to-maturity. Total deposits consisted of $772.8
million in noninterest-bearing deposits and $2.3 billion in interest-bearing
deposits at December 31, 2022.

Stockholders' equity equaled $315.4 million, or $44.06 per share, at December 31, 2022, and $340.1 million, or $47.44 per share, at December 31, 2021. Our equity to asset ratio was 8.9 percent and 10.1 percent at those respective period ends. Dividends declared for the 2022 amounted to $1.58 per share representing 29.9 percent of net income.



Nonperforming assets equaled $4.1 million or 0.12 percent of total assets at
December 31, 2022 compared to $5.0 million or 0.15 percent at December 31, 2021.
The allowance for loan losses equaled $27.5 million or 1.01 percent of loans,
net, at December 31, 2022, compared to $28.4 million or 1.22 percent at year-end
2021. Loans charged-off, net of recoveries equaled $0.5 million or 0.02 percent
of average loans in 2022, compared to $0.7 million or 0.03 percent of average
loans in 2021.

 Investment Portfolio:

Primarily, our investment portfolio provides a source of liquidity needed to
meet expected loan demand and generates a reasonable return in order to increase
our profitability. Additionally, we utilize the investment portfolio to meet
pledging requirements and reduce income taxes. At December 31, 2022, our
portfolio included short-term U.S. Treasury and government agency securities,
which provide a source of liquidity, mortgage-backed securities issued by U.S.
government-sponsored agencies to provide income and intermediate-term,
tax-exempt state and municipal obligations, which mitigate our tax burden.

Our investment portfolio is subject to various risk elements that may negatively
impact our liquidity and profitability. The greatest risk element affecting our
portfolio is market risk or interest rate risk ("IRR"). Understanding IRR, along
with other inherent risks and their potential effects, is essential in
effectively managing the investment portfolio.

Market risk or IRR relates to the inverse relationship between bond prices and
market yields. It is defined as the risk that increases in general market
interest rates will result in market value depreciation. A marked reduction in
the value of the investment portfolio could subject us to liquidity strains and
reduced earnings if we are unable or unwilling to sell these investments at a
loss. Moreover, the inability to liquidate these assets could require us to seek
alternative funding, which may further reduce profitability and expose us to
greater risk in the future. In addition, since the majority of our investment
portfolio is designated as available-for-sale and carried at estimated fair
value, with net unrealized gains and losses reported as a separate component of
stockholders' equity, market value depreciation could negatively impact our
capital position.

The FOMC, in an attempt to curb inflation, increased the federal funds rate 425
basis points during 2022 to a targeted range of 4.25 percent to 4.50 percent.
Our investment portfolio consists primarily of fixed-rate bonds. As a result,
changes in the velocity and magnitude of future FOMC actions can significantly
influence the fair value of our portfolio. Specifically, the parts of the yield
curve most closely related to our investments include the 2-year and 10-year
U.S.

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Treasury security. The yield on the 2-year U.S. Treasury note affects the values
of our U.S. Treasury and government agency securities, whereas the 10-year U.S.
Treasury note influences the value of tax-exempt and taxable state and municipal
obligations. The yield on the 2-year U.S. Treasury increased 368 basis points in
2022, ending at 441 basis points. The yield on the 10-year U.S. Treasury
increased 237 basis points in 2022, ending at 388 basis points. Since bond
prices move inversely to yields, we experienced a decrease in the aggregate fair
value of our investment portfolio when comparing December 31, 2022 to December
31, 2021 due to higher market rates at year end 2022.

The net unrealized holding losses included in our available-for-sale investment
portfolio were $66.3 million at December 31, 2022 compared to a loss of $1.8
million at December 31, 2021. We reported net unrealized holding loss, included
as a separate component of stockholders' equity of $52.0 million, net of income
taxes of $14.3 million, at December 31, 2022, and an unrealized holding loss of
$1.4 million, net of income taxes of $0.4 million, at December 31, 2021. Further
increases in interest rates could negatively impact the market value of our
investments and our capital position. In order to monitor the potential effects
a rise in interest rates could have on the value of our investments, we perform
stress test modeling on the portfolio. Stress tests conducted on our portfolio
at December 31, 2022, indicated that should general market rates increase
immediately by 100, 200 or 300 basis points, we would anticipate declines of 4.5
percent, 8.9 percent and 13.2 percent in the market value of our
available-for-sale portfolio.

Investment securities decreased $19.7 million, to $569.0 million at December 31,
2022, from $588.7 million at December 31, 2021. At December 31, 2022, the
investment portfolio consisted of $477.7 million of investment securities
classified as available-for-sale and $91.2 million classified as
held-to-maturity. Security purchases totaled $138.7 million in 2022. Investment
purchases in 2021 amounted to $358.6 million. Repayments of investment
securities totaled $46.9 million in 2022 and $60.4 million in 2021.

During December of 2022, the Company sold $45.5 million of low-yielding, shorter
duration U.S. Treasury securities and immediately re-deployed the proceeds by
purchasing higher-yielding, longer duration mortgage-backed securities. The
transaction resulted in a realized loss of $2.0 million with the expectation the
loss would be earned back over the succeeding fifteen months from higher
interest income. There were no sales of investments during 2021.

During February of 2023, the Company sold a pool of low-yielding tax-exempt
municipal bonds and mortgage-backed securities that resulted in a realized gain
of $0.1 million and utilized the proceeds to pay-down higher-costing overnight
borrowings. We continually analyze the investment portfolio with respect to its
exposure to various risk elements.

Residential and commercial mortgage backed securities totaled 37.5 percent of
the portfolio at year-end 2022 compared to 30.8 percent at year-end 2021.
Short-term bullet U.S. Treasury and U.S. government-sponsored enterprise
securities comprised 34.6 percent of our total portfolio at year-end 2022
compared to 38.3 percent at the end of 2021. Tax-exempt municipal obligations
decreased as a percentage of the total portfolio to 17.5 percent at year-end
2022 from 18.6 percent at the end of 2021. Taxable municipals decreased as a
percentage of the total portfolio to 9.7 percent at year-end 2022 from 11.7
percent at the end of 2021.

The average life of the investment portfolio lengthened to 7.0 years at December
31, 2022 from 5.3 years at year end 2021, while the effective duration of the
investment portfolio increased to 4.8 years at December 31, 2022 from 4.6 years
at December 31, 2021.

There were no other-than-temporary impairments ("OTTI") recognized for the years
ended December 31, 2022, 2021 and 2020. For additional information related to
OTTI refer to Note 3 entitled "Investment securities" in the Notes to
Consolidated Financial Statements to this Annual Report.

Investment securities averaged $648.6 million and equaled 20.1 percent of
average earning assets in 2022, compared to $398.5 million and 13.9 percent of
average earning assets in 2021. The tax-equivalent yield on the investment
portfolio decreased 27 basis points to 1.67 percent in 2022 from 1.94 percent in
2021. The decrease in the tax-equivalent yield is due to cash flow from maturing
and called bonds being reinvested at lower market rates coupled with lower
yields on new purchases executed during the first three months of 2022.

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At December 31, 2022 and 2021, there were no securities of any individual issuer, except for U.S. government agency mortgage-backed securities, that exceeded 10.0 percent of stockholders' equity.


The maturity distribution based on the carrying value and weighted-average,
tax-equivalent yield of the investment debt security portfolio at December 31,
2022, is summarized as follows. The weighted-average yield, based on amortized
cost, has been computed for tax-exempt state and municipals on a tax-equivalent
basis using the prevailing federal statutory tax rate of 21.0 percent. The
distributions are based on contractual maturity. Expected maturities may differ
from contractual maturities because borrowers have the right to call or prepay
obligations with or without call or prepayment penalties.



                                                         After one but           After five but
                               Within one year        within five years        within ten years        After ten years             Total
(Dollars in thousands,
except percents)               Amount      Yield       Amount       Yield  

Amount Yield Amount Yield Amount Yield U.S. Treasury securities $

                   %  $   155,956      0.99 %   $   24,341     1.17 %  $                   %  $ 180,297      1.01 %
U.S. government-sponsored
enterprises                      14,086      1.69             18      4.59          2,266     2.25                              16,370      1.78
State and municipals:
Taxable                             975      5.55          7,302      2.69         29,282     2.04       17,799      2.04       55,358      2.16
Tax-exempt                          540      4.26          5,066      2.90         24,551     2.05       69,487      2.39       99,644      2.34
Corporate debt securities                                                           3,626     4.19                               3,626      4.19
Residential
mortgage-backed
securities:
U.S. government agencies              8      2.10            117      1.95                               18,121      1.55       18,246      1.55
U.S. government-sponsored
enterprises                          95      2.21            501      2.39          4,486     3.02      178,675      2.45      183,757      2.47
Commercial mortgage-backed
securities:
U.S. government-sponsored
enterprises                                               11,584      2.49                                                      11,584      2.49
Total                         $  15,704      2.02 %  $   180,544      1.21 %  $    88,552     1.78 %  $ 284,082      2.35 %  $ 568,882      1.92 %


Loan Portfolio:

Economic factors and how they affect loan demand are of extreme importance to us
and the overall banking industry, as lending is a primary business activity.
Loans are the most significant component of earning assets and they generate the
greatest amount of revenue for us. Similar to the investment portfolio, there
are risks inherent in the loan portfolio that must be understood and considered
in managing the lending function. These risks include IRR, credit concentrations
and fluctuations in demand. Changes in economic conditions and interest rates
affect these risks which influence loan demand, the composition of the loan
portfolio and profitability of the lending function.

From a lending perspective, organic loan growth, excluding PPP loans, improved
during 2022 resulting from our entrance into the Greater Pittsburgh market and
Central New Jersey market with experienced market lenders, coupled with
increased loan demand across all our legacy markets. We participated in the
CARES Act, Paycheck Protection Program ("PPP"), a $350 billion specialized
low-interest loan program funded by the U.S. Treasury Department and
administered by the U.S. Small Business Administration ("SBA"). The PPP provides
borrower guarantees for lenders, as well as loan forgiveness incentives for
borrowers that utilize the loan proceeds to cover employee compensation related
business operating costs. During 2020, we had approved 1,450 PPP loans totaling
$217.5 million. Substantially all of the loans were made to existing customers,
funded under the two year PPP loan program. PPP loan forgiveness commenced
during the fourth quarter of 2020 and at December 31, 2022, 13 loans totaling
$11.4 million remain outstanding and are expected to be forgiven during 2023. In
addition, the Company participated in the 2021 second round of PPP lending and
received approval by the SBA on 1,062 applications totaling $121.6 million. At
December 31, 2022, 10 loans totaling

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$10.9 million remain outstanding and are expected to be forgiven in 2023. The majority of the outstanding PPP loans are to one commercial relationship.



Overall, total loans increased $400.9 million or 17.2 percent in 2022 to $2.7
billion at December 31, 2022. Excluding PPP loans, loan growth totaled $447.5
million or 19.8 percent. Business loans, including commercial loans and
commercial real estate loans, were $2.3 billion or 84.6 percent of total loans
at December 31, 2022, and $2.0 billion or 84.0 percent at year-end 2021.
Residential mortgages and consumer loans totaled $421.0 million or 15.4 percent
of total loans at year-end 2022 and $372.5 million or 16.0 percent at year-end
2021. Total loan growth, excluding PPP loans, of $447.5 million was primarily
attributable to increases in our commercial real estate portfolio which grew
$366.3 million in 2022 due to continued success of our strategy to expand in
larger markets with strong growth potential, and strong organic growth in our
legacy markets. Our expansion strategy commenced during 2014 in the Lehigh
Valley with a community banking office and team of dedicated lenders and has
expanded with two additional branch offices and additional teams of experienced
lenders and credit professionals. Growth is also due to our presence in the
Greater Delaware Valley, first by opening a branch office in King of Prussia in
2016, and during 2020 with the opening of a branch in Doylestown and recruitment
of two experienced lenders. Further growth was attained by our entrance into
Central Pennsylvania with a branch office in Lebanon, staffed with a team of
lending professionals during the middle of 2018. Our most recent expansion
during the final six months of 2021 into the Greater Pittsburgh market with a
new office and team of experienced lenders and entrance into Central New Jersey
with an office in Piscataway, Middlesex County, and team of experienced lenders
known in the market has exceeded projections and contributed to the strong loan
growth in 2022. Based on the customer service oriented philosophy of our
organization along with the commitment of these employees, we continue to be
well received in these new markets as we are in our existing markets.

Residential mortgage loans increased $33.1 million during 2022 as low market
rates in the beginning of the year resulted in an increase of refinance and
purchase activity, prior to slowing down in the second half of the year as rates
rose. Consumer loans increased $15.4 million during 2022 primarily due to our
indirect automobile portfolio.

Loans averaged $2.5 billion in 2022, compared to $2.2 billion in 2021. Taxable
loans averaged $2.3 billion, while tax-exempt loans averaged $0.2 billion in
2022. The loan portfolio continues to play the prominent role in our earning
asset mix. As a percentage of earning assets, average loans equaled 78.0 percent
in 2022, an increase from 77.2 percent in 2021.

The tax-equivalent yield on our loan portfolio increased 10 basis points to 4.04
percent in 2022 from 3.94 percent in 2021 due to higher yields on new loan
originations, the repricing of floating and adjustable rate loans due to the
increase in market rates beginning during the second quarter of 2022. PPP loans
averaged $34.6 million in 2022 and resulted in a 1 basis point increase to the
overall loan yield compared to average PPP loans of $147.0 million in 2021 and a
6 basis point increase. The yield on the loan portfolio may increase as
repayments on loans are replaced with new originations at current market rates
and floating and adjustable rate loans continue to reprice upward.

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The maturity distribution and sensitivity information of the loan portfolio by major classification at December 31, 2022, is summarized as follows:



                                          Within one        After one but            After five but            After
(Dollars in thousands)                      year          within five years       within fifteen years      fifteen years      Total
Maturity schedule:
Commercial                               $    171,468    $            253,345    $               27,232    $       147,213   $   599,258
Real estate:
Commercial                                    280,993                 878,232                   488,243             62,359     1,709,827
Residential                                    65,893                 164,504                    85,595             14,736       330,728
Consumer                                       34,401                  47,595                     8,059                248        90,303
Total                                    $    552,755    $          1,343,676    $              609,129    $       224,556   $ 2,730,116

Predetermined interest rates             $    277,544    $            774,825    $              243,096    $       110,816   $ 1,406,281
Floating or adjustable interest rates         275,211                 568,851                   366,033            113,740     1,323,835
Total                                    $    552,755    $          1,343,676    $              609,129    $       224,556   $ 2,730,116

As previously mentioned, there are numerous risks inherent in the loan portfolio. We manage the portfolio by employing sound credit policies and utilizing various modeling techniques in order to limit the effects of such risks. In addition, we utilize private mortgage insurance ("PMI") and guaranteed SBA and Federal Home Loan Bank of Pittsburgh ("FHLB-Pgh") loan programs to mitigate credit risk in the loan portfolio.



In an attempt to limit IRR and liquidity strains, we continually examine the
maturity distribution and interest rate sensitivity of the loan portfolio.
Fixed-rate loans represented 51.5 percent of the loan portfolio at December 31,
2022, compared to floating or adjustable-rate loans at 48.5 percent.

Additionally, our secondary market mortgage banking program provides us with an
additional source of liquidity and a means to limit our exposure to IRR. Through
this program, we are able to competitively price conforming one-to-four family
residential mortgage loans without taking on IRR which would result from
retaining these long-term, low fixed-rate loans on our books. The loans
originated are subsequently sold in the secondary market, with the sales price
locked in at the time of commitment, thereby greatly reducing our exposure to
IRR.

Loan concentrations are considered to exist when the total amount of loans to
any one borrower, or a multiple number of borrowers engaged in similar business
activities or having similar characteristics, exceeds 25.0 percent of capital
outstanding in any one category. We provide deposit and loan products and other
financial services to individual and corporate customers in our current market
area. There are no significant concentrations of credit risk from any individual
counterparty or groups of counterparties, except for geographic concentrations
in our market area.

Credit risk is the principal risk associated with these instruments. Our
involvement and exposure to credit loss in the event that the instruments are
fully drawn upon and the customer defaults is represented by the contractual
amounts of these instruments. In order to control credit risk associated with
entering into commitments and issuing letters of credit, we employ the same
credit quality and collateral policies in making commitments that we use in
other lending activities. We evaluate each customer's creditworthiness on a
case-by-case basis, and if deemed necessary, obtain collateral. The amount and
nature of the collateral obtained is based on our credit evaluation.

Asset Quality:



We are committed to developing and maintaining sound, quality assets through our
credit risk management policies and procedures. Credit risk is the risk to
earnings or capital which arises from a borrower's failure to meet the terms of
their loan obligations. We manage credit risk by diversifying the loan portfolio
and applying policies and procedures designed to foster sound lending practices.
These policies include certain standards that assist lenders in making judgments
regarding the character, capacity, cash flow, capital structure and collateral
of the borrower.

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With regard to managing our exposure to credit risk in light of general
devaluations in real estate values, we have established maximum loan-to-value
ratios for commercial mortgage loans not to exceed 80.0 percent of the appraised
value. With regard to residential mortgages, customers with loan-to-value ratios
in excess of 80.0 percent are generally required to obtain Private Mortgage
Insurance ("PMI"). PMI is used to protect us from loss in the event
loan-to-value ratios exceed 80.0 percent and the customer defaults on the loan.
Appraisals are performed by an independent appraiser engaged by us, not the
customer, who is either state certified or state licensed depending upon
collateral type and loan amount.

With respect to lending procedures, lenders and our credit underwriters must
determine the borrower's ability to repay their loans based on prevailing and
expected market conditions prior to requesting approval for the loan. The Bank's
board of directors establishes and reviews, at least annually, the lending
authority for certain senior officers, loan underwriters and branch personnel.
Credit approvals beyond the scope of these individual authority levels are
forwarded to a loan committee. This committee, comprised of certain members of
senior management, review credits to monitor the quality of the loan portfolio
through careful analysis of credit applications, adherence to credit policies
and the examination of outstanding loans and delinquencies. These procedures
assist in the early detection and timely follow-up of problem loans.

Credit risk is also managed by monthly internal reviews of individual credit
relationships in our loan portfolio by credit administration and the asset
quality committee. These reviews aid us in identifying deteriorating financial
conditions of borrowers and allows us the opportunity to assist customers in
remedying these situations.

Nonperforming assets consist of nonperforming loans and foreclosed assets.
Nonperforming loans include nonaccrual loans, troubled debt restructured loans
and accruing loans past due 90 days or more. For a discussion of our policy
regarding nonperforming assets and the recognition of interest income on
impaired loans, refer to the notes entitled, "Summary of significant accounting
policies - Nonperforming assets," and "Loans, net and allowance for loan losses"
in the Notes to Consolidated Financial Statements to this Annual Report which
are incorporated in this item by reference.

Information concerning nonperforming assets for the past two years is summarized
as follows. The table includes credits classified for regulatory purposes and
all material credits that cause us to have serious doubts as to the borrower's
ability to comply with present loan repayment terms.



(Dollars in thousands, except percents)               December 31, 2022      December 31, 2021
Nonaccrual loans                                    $             2,035    $             2,811
Troubled debt restructured loans (including
nonaccrual TDR)                                                   1,351                  1,649
Accruing loans past due 90 days or more:                            748    

                13
Total nonperforming loans                                         4,134                  4,473
Foreclosed assets                                                                          488
Total nonperforming assets                          $             4,134    $             4,961
Loans modified in a troubled debt restructuring
(TDR):
Performing TDR loans                                $             1,351    $             1,649
Total TDR loans                                     $             1,351    $             1,649

Total loans held for investment                     $         2,730,116    $         2,329,173
Allowance for loan losses                                        27,472                 28,383
Allowance for loan losses as a percentage of
loans held for investment                                          1.01 %                 1.22 %
Allowance for loan losses as a percentage of
nonaccrual loans                                                1349.98                1009.71
Nonaccrual loans as a percentage of loans held
for investment                                                     0.07                   0.12
Nonperforming loans as a percentage of loans, net                  0.15                   0.19


We experienced improved asset quality during 2022 as evidenced by a decrease in
nonperforming assets of $0.8 million or 16.7 percent when compared to year-end
2021. Additionally, our nonperforming assets as a percentage of total assets
improved to 0.12 percent at December 31, 2022 from 0.15 percent at December 31,
2021, and our nonperforming loans as a percentage of loans, net improved to 0.15
percent from 0.19 percent at December 31, 2021. A reduction of $0.8 million to
nonaccrual loans was the primary reason for the improvement. Loans on nonaccrual
status, excluding troubled

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debt restructured nonaccrual loans, decreased $0.8 million and resulted in part
from the sale of commercial and residential nonaccrual loans with a book value
of $0.9 million. Restructured loans decreased $0.3 million when comparing
December 31, 2022 and 2021, respectively, due to loan payoffs and pay downs. At
December 31, 2022, there were no foreclosed properties as compared to three
foreclosed properties at December 31, 2021 totaling $0.5 million. Loans past due
ninety days and accruing increased $0.7 million and include five residential
mortgages. For a further discussion of assets classified as nonperforming assets
and potential problem loans, refer to the note entitled, "Loans, net and the
allowance for loan losses," in the Notes to Consolidated Financial Statements to
this Annual Report.

We maintain the allowance for loan losses at a level we believe adequate to
absorb probable credit losses related to individually evaluated loans, as well
as probable incurred losses inherent in the remainder of the loan portfolio as
of the balance sheet date. The balance in the allowance for loan losses account
is based on past events and current economic conditions. We employ the Federal
Financial Institutions Examination Council ("FFIEC") Interagency Policy
Statement, as amended, and GAAP in assessing the adequacy of the allowance
account. Under GAAP, the adequacy of the allowance account is determined based
on the provisions of FASB Accounting Standards Codification ("ASC") 310 for
loans specifically identified to be individually evaluated for impairment and
the requirements of FASB ASC 450, for large groups of smaller-balance
homogeneous loans to be collectively evaluated for impairment.

 We follow our systematic methodology in accordance with procedural discipline
by applying it in the same manner regardless of whether the allowance is being
determined at a high point or a low point in the economic cycle. Each quarter,
our credit administration department identifies those loans to be individually
evaluated for impairment and those to be collectively evaluated for impairment
utilizing a standard criteria. We consistently use loss experience from the
latest twelve quarters in determining the historical loss factor for each pool
collectively evaluated for impairment. Qualitative factors are evaluated in the
same manner each quarter and are adjusted within a relevant range of values
based on current conditions to assure directional consistency of the allowance
for loan loss account. Regulators, in reviewing the loan portfolio as part of
the scope of a regulatory examination, may require us to increase our allowance
for loan losses or take other actions that would require increases to our
allowance for loan losses.

For a further discussion of our accounting policies for determining the amount
of the allowance and a description of the systematic analysis and procedural
discipline applied, refer to the note entitled, "Summary of significant
accounting policies- Allowance for loan losses," in the Notes to Consolidated
Financial Statements to this Annual Report.

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The following table presents average loans and loan loss experience for the years indicated.





(Dollars in thousands, except
percents)                                                   2022
                                                                             Net
                                                                         Charge-offs
                                                             Net        (Recoveries)
                                                         Charge-offs     to Average
                                      Average loans     (Recoveries)        Loans
Commercial                          $       595,566   $           121            0.02 %
Real estate:
Commercial                                1,531,383               174            0.01
Residential                                 315,975                27            0.01
Consumer                                     79,726               140            0.18
Total                               $     2,522,650   $           462            0.02 %

(Dollars in thousands, except
percents)                                                   2021
                                                                             Net
                                                                         Charge-offs
                                                             Net        (Recoveries)
                                                         Charge-offs     to Average
                                      Average loans     (Recoveries)        Loans
Commercial                          $       648,192   $           403            0.06 %
Real estate:
Commercial                                1,209,639               184            0.02
Residential                                 284,060                17            0.01
Consumer                                     78,686               107            0.14
Total                               $     2,220,577   $           711            0.03 %

(Dollars in thousands, except
percents)                                                   2020
                                                                             Net
                                                                         Charge-offs
                                                             Net        (Recoveries)
                                                         Charge-offs     to Average
                                      Average loans     (Recoveries)        Loans
Commercial                          $       651,635   $         2,246            0.34 %
Real estate:
Commercial                                1,085,237               128            0.01
Residential                                 294,952               190            0.06
Consumer                                     91,252               169            0.02
Total                               $     2,123,076   $         2,733            0.13 %


The allowance for loan losses decreased $0.9 million to $27.5 million at
December 31, 2022, from $28.4 million at the end of 2021. The decrease resulted
from a credit to the provision for loan losses of $0.4 million and net loans
charged-off of $0.5 million. The release from the allowance for loan losses
during the year ended December 31, 2022 was due to application of our allowance
for loan losses methodology that included a decline in historical loss factors
and overall improvement to the quality of our loan portfolio based on current
conditions. The 2021 period includes the total charge-off of a fully allocated
small-business line of credit originated in our Greater Delaware Valley market
totaling $0.4 million.  During 2020, $0.9 million was charged-off related to
small-business lines of credit originated in our Greater Delaware Valley market
offset by $0.2 million of recoveries.

The allowance for loan losses, as a percentage of loans, net of unearned income,
was 1.01 percent at the end of 2022, 1.22 percent at the end of 2021,
respectively. Excluding PPP loans that do not carry an allowance for losses due
to a 100 percent government guarantee, the ratio equaled 1.01 percent at
December 31, 2022.

Past due loans not satisfied through repossession, foreclosure or related actions are evaluated individually to determine if all or part of the outstanding balance should be charged against the allowance for loan losses account. Any subsequent recoveries are credited to the allowance account. Net loans charged-off decreased $0.2 million to $0.5 million in 2022



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from $0.7 million in 2021. Net charge-offs, as a percentage of average loans outstanding, equaled 0.02 percent in 2022 and 0.03 percent in 2021.

The allocation of the allowance for loan losses for the past two years is summarized as follows:



                                               2022                 2021
(Dollars in thousands, except percents)  Amount       %       Amount      

%
Specific:
Commercial                               $     19     0.07 %  $     40     0.01 %
Real Estate:
Commercial                                                         109     0.12
Residential                                    21     0.08          26     0.06
Consumer
Total specific                                 40     0.15         175     0.19
Formula:
Commercial                                  5,593    20.36       8,413    26.31
Real Estate:
Commercial                                 17,915    65.20      15,819    57.56
Residential                                 3,051    11.11       3,183    12.72
Consumer                                      873     3.18         793     3.22
Total formula                              27,432    99.85      28,208    99.81
Total allowance                          $ 27,472   100.00 %  $ 28,383   100.00 %


The allowance for loan losses account decreased $0.9 million to $27.5 million at
December 31, 2022, compared to $28.4 million at December 31, 2021. The specific
portion of the allowance for impairment of loans individually evaluated under
FASB ASC 310 decreased $135 thousand to $40 thousand at December 31, 2022, from
$175 thousand at December 31, 2021 and the portion of the allowance for loans
collectively evaluated for impairment under FASB ASC 450, decreased $776
thousand to $27.4 million at December 31, 2022, from $28.2 million at
December 31, 2021. The decrease in the specific portion of the allowance was a
result of a decrease in measured impairment for collateral dependent loans,
improved credit quality and a decrease to non-performing loans of $0.3 million.
The decrease in the collectively evaluated portion was primarily the result of
the roll-off of historical losses within our commercial loan portfolio, improved
credit quality and a decrease of non-performing loans.

The coverage ratio, the allowance for loan losses, as a percentage of
nonperforming loans, is an industry ratio used to test the ability of the
allowance account to absorb potential losses arising from nonperforming loans.
The coverage ratio was 664.5 percent at December 31, 2022 and 634.5 percent at
December 31, 2021. We believe that our allowance was adequate to absorb probable
credit losses at December 31, 2022.

Deposits:


Our deposit base is the primary source of funds to support our operations. We
offer a variety of deposit products to meet the needs of our individual and
commercial customers. Total deposits grew $83.2 million or 2.8 percent to $3.0
billion at the end of 2022. The increase in deposits is due to organic growth of
customer relationships throughout all our markets and inflows of municipal
deposits. Total deposits include $23.1 million of brokered certificates of
deposit. Noninterest-bearing deposits grew $35.0 million or 4.8 percent while
interest-bearing deposits increased $48.2 million or 2.2 percent in 2022.
Noninterest-bearing deposits represented 25.4 percent of total deposits while
interest-bearing deposits accounted for 74.6 percent of total deposits at
December 31, 2022. Comparatively, noninterest-bearing deposits and
interest-bearing deposits represented 24.9 percent and 75.1 percent of total
deposits at year end 2021.

With regard to noninterest-bearing deposits, personal checking accounts
increased $16.9 million or 5.1 percent, while commercial checking accounts
increased $18.0 million or 4.4 percent. The increase in noninterest-bearing
deposits is essential in attempting to keep our overall cost of funds low given
the pressure on our net interest margin from the increase in short-term market
rates.

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With regard to interest-bearing deposits, interest-bearing transaction accounts,
which include money market accounts and NOW accounts, and savings accounts,
increased $50.8 million in 2022. Commercial interest-bearing transaction
accounts increased $29.4 million, while personal interest-bearing transaction
accounts increased $21.4 million. Savings accounts increased $32.1 million
during 2022 as customers keep a portion of their balances in safe liquid
accounts. The strong growth in our non-maturity deposits was due to continuing
our strategic initiative to grow our public fund deposits and continued organic
growth in all our markets.

Total time deposits decreased $2.6 million to $291.9 million at December 31,
2022 from $294.5 million at December 31, 2021. The decrease was due to
depositors shifting funds to more liquid accounts and the redemption of a few
large municipal accounts.

The average amount of, and the rate paid on, the major classifications of deposits for the past three years are summarized as follows:





                                          2022                      2021                      2020
                                   Average      Average      Average      Average      Average      Average
(Dollars in thousands, except
percents)                         Balance        Rate       Balance        Rate       Balance        Rate
Interest-bearing:
Money market accounts            $   624,528       0.80 %  $   549,169       0.36 %  $   432,621       0.81 %
NOW accounts                         791,653       0.57        666,885       0.33        470,701       0.58
Savings accounts                     520,770       0.10        468,851       0.08        404,628       0.12
Time deposits                        290,799       0.92        301,024       0.92        355,030       1.40
Total interest-bearing             2,227,750       0.57 %    1,985,929       0.37 %    1,662,980       0.71 %
Noninterest-bearing                  753,399                   684,527                   555,459
Total deposits                   $ 2,981,149               $ 2,670,456               $ 2,218,439

Total deposits averaged $3.0 billion in 2022 and $2.7 billion in 2021, increasing $310.7 million or 11.6 percent comparing 2022 to 2021. Average noninterest-bearing deposits increased $68.9 million, while average interest-bearing accounts grew $241.8 million. Average interest-bearing transaction deposits, including money market and NOW, and savings accounts, increased $252.0 million while average total time deposits decreased $10.2 million when comparing 2022 and 2021.



Our cost of interest-bearing deposits increased to 0.57 percent in 2022.
Specifically, the cost of money market accounts increased 44 basis points to
0.80 percent from 0.36 percent and NOW accounts increased 24 basis points to
0.57 percent. The increases in the cost of our interest-bearing deposits is due
to the FOMC rate increases as rate-sensitive customers require higher rates on
their deposits along with competitive pressure for deposits. We expect our cost
of funds to continue to rise in 2023 as the FOMC raises rates.

Volatile deposits, time deposits $100 or more, averaged $163.0 million in 2022,
a decrease of $9.7 million or 5.6 percent from $172.7 million in 2021. Our
average cost of these funds increased 6 basis points to 0.84 percent in 2022,
from 0.78 percent in 2021. This type of funding is susceptible to withdrawal by
the depositor as they are particularly price sensitive and are therefore not
considered to be a strong source of liquidity.

At December 31, 2022 and 2021, the Company had $1.2 billion in uninsured deposits in excess of the FDIC insurance limit of $250,000.



At December 31, 2022 and 2021, the Company had $92.7 million and $88.3 million,
respectively, in time deposits in excess of $250,000 maturing as disclosed in
the table below. Brokered deposits in the amount of $23.6 million at December
31, 2022 and $12.5 million at December 31, 2021 are not included in time
deposits more than $250,000.

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(Dollars in thousands)                         2022        2021
Within three months                          $ 13,695    $ 29,579

After three months but within six months 21,395 25,453 After six months but within twelve months 27,346 19,462 After twelve months

                            30,295      13,801
Total                                        $ 92,731    $ 88,295


In addition to deposit gathering, we have a secondary source of liquidity
through existing credit arrangements with the FHLB-Pgh. At December 31, 2022, we
had outstanding overnight borrowings at the FHLB of $100.4 million and expect
utilization of the credit facility during 2023, the extent determined by deposit
activity and loan growth. For a further discussion of our borrowings and their
terms, refer to the notes entitled, "Short-term borrowings" and "Long-term
debt," in the Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report.

Subordinated Debt:

On June 1, 2020, the Company sold $33.0 million aggregate principal amount of
Subordinated Notes due 2030 (the "2020 Notes") to accredited investors. The 2020
Notes are treated as Tier 2 capital for regulatory capital purposes.

The 2020 Notes bear interest at a rate of 5.375 percent per year for the first
five years and then float based on a benchmark rate (as defined), provided that
the interest rate applicable to the outstanding principal balance during the
period the 2020 Notes are floating will at no time be less the 4.75 percent.
Interest is payable semi-annually in arrears on June 1 and December 1 of each
year for the first five years after issuance and will be payable quarterly in
arrears thereafter on March 1, June 1, September 1, and December 1. The 2020
Notes mature on June 1, 2030 and are redeemable in whole or in part, without
premium or penalty, at any time on or after June 1, 2025 and prior to June 1,
2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed
Tier 2 Capital, the Company may redeem, in whole and not in part, at any time
upon giving not less than ten days' notice, an amount equal to one hundred
percent (100 percent) of the principal amount outstanding plus accrued but
unpaid interest to but excluding the date fixed for redemption.

Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes,
except upon the bankruptcy, insolvency, liquidation, receivership or similar
proceeding by or against the Company.

Market Risk Sensitivity:


Market risk is the risk to our earnings and/or financial position resulting from
adverse changes in market rates or prices, such as interest rates, foreign
exchange rates or equity prices. Our exposure to market risk is primarily IRR
associated with our lending, investing and deposit gathering activities. During
the normal course of business, we are not exposed to foreign exchange risk or
commodity price risk. Our exposure to IRR can be explained as the potential for
change in our reported earnings and/or the market value of our net worth.
Variations in interest rates affect the underlying economic value of our assets,
liabilities and off-balance sheet items. These changes arise because the present
value of future cash flows, and often the cash flows themselves, change with
interest rates. The effects of the changes in these present values reflect the
change in our underlying economic value, and provide a basis for the expected
change in future earnings related to interest rates. Interest rate changes
affect earnings by changing net interest income and the level of other
interest-sensitive income and operating expenses. IRR is inherent in the role of
banks as financial intermediaries. However, a bank with a high degree of IRR may
experience lower earnings, impaired liquidity and capital positions, and most
likely, a greater risk of insolvency. Therefore, banks must carefully evaluate
IRR to promote safety and soundness in their activities.

Market interest rates have risen rapidly during 2022 from historic lows as the
FOMC has raised the federal funds rates seven times for 425 basis points through
December 31, 2022. Market expectations are that the FOMC will continue to raise
rates with an additional 25 basis point increase announced February 1, 2023. It
has become challenging to manage IRR. Due to these factors, IRR and effectively
managing it are very important to both bank management and regulators.

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Bank regulations require us to develop and maintain an IRR management program,
overseen by our board of directors and senior management that involves a
comprehensive risk management process in order to effectively identify, measure,
monitor and control risk. The FFIEC through its advisory guidance reiterates the
importance of effective corporate governance, policies and procedures, risk
measuring and monitoring systems, stress testing and internal controls related
to the IRR exposure of depository institutions. According to the advisory, the
bank regulators believe that the current financial market and economic
conditions present significant risk management challenges to all financial
institutions. Although the bank regulators recognize that some degree of IRR is
inherent in banking, they expect institutions to have sound risk management
practices in place to measure, monitor and control IRR exposure. The advisory
states that the adequacy and effectiveness of an institution's IRR management
process and the level of IRR exposure are critical factors in the bank
regulators' evaluation of an institution's sensitivity to changes in interest
rates and capital adequacy. Material weaknesses in risk management processes or
high levels of IRR exposure relative to capital will require corrective action.
We believe our risk management practices with regard to IRR were suitable and
adequate given the level of IRR exposure at December 31, 2022.

The Asset/Liability Committee ("ALCO"), comprised of members of our bank's board
of directors, senior management and other appropriate officers, oversees our IRR
management program. Specifically, ALCO analyzes economic data and market
interest rate trends, as well as competitive pressures, and utilizes several
computerized modeling techniques to reveal potential exposure to IRR. This
allows us to monitor and attempt to control the influence these factors may have
on our rate sensitive assets ("RSA"), rate sensitive liabilities ("RSL") and
overall operating results and financial position.

With respect to evaluating our exposure to IRR on earnings, we utilize a gap
analysis model that considers repricing frequencies of RSA and RSL. Gap analysis
attempts to measure our interest rate exposure by calculating the net amount of
RSA and RSL that reprice within specific time intervals. A positive gap occurs
when the amount of RSA repricing in a specific period is greater than the amount
of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio
greater than 1.0. A negative gap occurs when the amount of RSL repricing is
greater than the amount of RSA and is indicated by a RSA/RSL ratio less than
1.0. A positive gap implies that earnings will be impacted favorably if interest
rates rise and adversely if interest rates fall during the period. A negative
gap tends to indicate that earnings will be affected inversely to interest

rate
changes.

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Our interest rate sensitivity gap position, illustrating RSA and RSL at their
related carrying values, is summarized as follows. The distributions in the
table are based on a combination of maturities, call provisions, repricing
frequencies and prepayment patterns. Adjustable-rate assets and liabilities are
distributed based on the repricing frequency of the instrument. Mortgage
instruments are distributed in accordance with estimated cash flows, assuming
there is no change in the current interest rate environment.



                                                            Due after        Due after
                                                          three months        one year
                                        Due within         but within        but within      Due after
(Dollars in thousands, except
ratios)                                three months      twelve months      five years      five years        Total
Rate-sensitive assets:
Interest-bearing deposits in other
banks                                 $           193    $                  $               $               $       193
Federal funds sold
Investment securities                           6,992             29,263         276,821         255,916        568,992
Total loans                                   630,112            343,745       1,282,365         446,422      2,702,644
Loans held for sale
Total rate-sensitive assets           $       637,297    $       373,008    $  1,559,186    $    702,338    $ 3,271,829
Rate-sensitive liabilities:
Money market accounts                 $       685,323    $                 

$               $               $   685,323
NOW accounts                                  476,406                                            296,306        772,712
Savings accounts                                                                                 523,931        523,931
Time deposits less than $100
thousand                                       26,420             53,444          37,330           5,374        122,568
Time deposits $100 thousand or
more                                           27,324             89,827          50,151           1,997        169,299
Short-term borrowings                         114,930                                                           114,930
Long-term debt                                    555                                                               555
Subordinated debt                                                                 33,000                         33,000

Total rate-sensitive liabilities      $     1,330,958    $       143,271
$    120,481    $    827,608    $ 2,422,318
Rate-sensitivity gap:
Period                                $     (693,661)    $       229,737    $  1,438,705    $  (125,270)        849,511
Cumulative                            $     (693,661)    $     (463,924)    $    974,781    $    849,511
RSA/RSL ratio:
Period                                           0.48               2.60           12.94            0.85
Cumulative                                       0.48               0.69            1.61            1.35           1.35


At December 31, 2022, we had cumulative one-year RSA/RSL ratio of 0.69, a
positive gap. At December 31, 2021, we had cumulative one-year RSA/RSL of 1.16,
a positive gap. As previously mentioned, a positive gap indicates that if
interest rates increase, our earnings would likely be favorably impacted. The
overall focus of ALCO is to maintain a well-balanced IRR position in order to
safeguard future earnings during historical low-rate environment and from
potential risk to falling interest rates. During the first six months of 2022,
ALCO took steps to reduce our positive gap position and guard against rates
unchanged or down through the origination of fixed rate loans and the investment
in longer term, fixed rate investment securities. However, as interest rates
moved higher due to the FOMC's attempt to curb inflation, ALCO focused on
funding costs and asset yields.

ALCO will continue to focus efforts on strategies in 2023 to improve asset yields and control funding costs to mitigate expected net interest income compression in an attempt to maintain a positive gap position between RSA and RSL. However, these forward-looking statements are qualified in the aforementioned section entitled "Forward-Looking Discussion" in this Management's Discussion and Analysis.



The change in our cumulative one-year ratio from the previous year-end resulted
from a $319.6 million or 24.0 percent decrease in RSA offset by a $324.2 million
or 28.2 percent increase in RSL maturing or repricing within one year. The
decrease in RSA resulted primarily from a $242.4 million decrease in federal
funds sold, resulting from an increase in commercial lending.

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With respect to the $324.2 million increase in RSL maturing or repricing within
a twelve month time horizon, non-maturity deposits increased $210.1 million due
to customers seeking liquid accounts and saving at a higher percentage due to
the economic uncertainty of the pandemic. In addition short-term borrowings
increased $114.9 million in part to fund loan growth.

Static gap analysis, although a credible measuring tool, does not fully
illustrate the impact of interest rate changes on future earnings. First, market
rate changes normally do not equally or simultaneously affect all categories of
assets and liabilities. Second, assets and liabilities that can contractually
reprice within the same period may not do so at the same time or to the same
magnitude. Third, the interest rate sensitivity table presents a one-day
position and variations occur daily as we adjust our rate sensitivity throughout
the year. Finally, assumptions must be made in constructing such a table. For
example, the conservative nature of our Asset/Liability Management Policy
assigns personal NOW accounts to the "Due after three months but within twelve
months" repricing interval. In reality, these accounts may reprice less
frequently and in different magnitudes than changes in general market interest
rate levels.

We utilize a simulation model to address the failure of the static gap model to
address the dynamic changes in the balance sheet composition or prevailing
interest rates and to enhance our asset/liability management. This model creates
pro forma net interest income scenarios under various interest rate shocks.
Given instantaneous and parallel shifts in general market rates of plus 100
basis points, our projected net interest income for the 12 months ending
December 31, 2023, would decrease 2.8 percent from model results using current
interest rates.

We will continue to monitor our IRR position in 2023 and anticipate employing
deposit and loan pricing strategies and directing the reinvestment of loan and
investment payments and prepayments in order to maintain our target IRR
position.

Financial institutions are affected differently by inflation than commercial and
industrial companies that have significant investments in fixed assets and
inventories. Most of our assets are monetary in nature and change
correspondingly with variations in the inflation rate. It is difficult to
precisely measure the impact inflation has on us, however, we believe that our
exposure to inflation can be mitigated through our asset/liability management
program.

Liquidity:

Liquidity management is essential to our continuing operations as it gives us
the ability to meet our financial obligations as they come due, as well as to
take advantage of new business opportunities as they arise. Our financial
obligations include, but are not limited to, the following:

? Funding new and existing loan commitments;

? Payment of deposits on demand or at their contractual maturity;

? Repayment of borrowings as they mature;

? Payment of lease obligations; and

? Payment of operating expenses.


Our liquidity position is impacted by several factors which include, among
others, loan origination volumes, loan and investment maturity structure and
cash flows, demand for core deposits and certificate of deposit maturity
structure and retention. We manage these liquidity risks daily, thus enabling us
to monitor fluctuations in our position and to adapt our position according to
market influence and balance sheet trends. We also forecast future liquidity
needs and develop strategies to ensure adequate liquidity at all times.

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Historically, core deposits have been our primary source of liquidity because of
their stability and lower cost, in general, than other types of funding.
Providing additional sources of funds are loan and investment payments and
prepayments and the ability to sell both available-for-sale securities and
mortgage loans held for sale. As a final source of liquidity, we have available
borrowing arrangements with various financial intermediaries, including the
FHLB-Pgh. At December 31, 2022, our maximum borrowing capacity with the FHLB-Pgh
was $1.2 billion of which $101.0 million was outstanding in borrowings and
$388.8 million outstanding in the form of irrevocable standby letters of credit.
We believe our liquidity is adequate to meet both present and future financial
obligations and commitments on a timely basis.

We maintain a contingency funding plan to address liquidity in the event of a
funding crisis. Examples of some of the causes of a liquidity crisis include,
among others, natural disasters, pandemics, war, events causing reputational
harm and severe and prolonged asset quality problems. The plan recognizes the
need to provide alternative funding sources in times of crisis that go beyond
our core deposit base. As a result, we have created a funding program that
ensures the availability of various alternative wholesale funding sources that
can be used whenever appropriate. Identified alternative funding sources
include:

? FHLB-Pgh liquidity contingency line of credit;

? Federal Reserve discount window;

? Internet certificates of deposit;

? Brokered deposits;

? Institutional Deposit Corporation deposits;




 ? Repurchase agreements; and


 ? Federal funds purchased.


To further supplement our borrowing capacity, we also maintain a
borrower-in-custody of collateral arrangement at the Federal Reserve that
enables us to pledge certain loans, not being used as collateral at the
FHLB-Pgh, as collateral for borrowings at the Federal Reserve. At December 31,
2022 our borrowing capacity at the Federal Reserve related to this program was
$232.2 million and there were no amounts outstanding.

We employ a number of analytical techniques in assessing the adequacy of our
liquidity position. One such technique is the use of ratio analysis to
illustrate our reliance on noncore funds to fund our investments and loans
maturing after 2022. At December 31, 2022, our noncore funds consisted of time
deposits in denominations of $100 thousand or more, short-term borrowings, and
long-term and subordinated debt. Large denomination time deposits are
particularly not considered to be a strong source of liquidity since they are
very interest rate sensitive and are considered to be highly volatile. At
December 31, 2022, our net noncore funding dependence ratio, the difference
between noncore funds and short-term investments to long-term assets, was
9.6 percent. Our net short-term noncore funding dependence ratio, noncore funds
maturing within one year, less short-term investments to long-term assets
equaled 8.5 percent. Comparatively, our ratios equaled negative 3.0 percent and
negative 5.6 percent at the end of 2021, which indicates a significant increase
in our reliance on noncore funds in 2022. Our basic liquidity surplus ratio,
defined as liquid assets less short-term potentially volatile liabilities as a
percentage of total assets, decreased to 6.5 percent at December 31, 2022, from
14.6 percent at December 31, 2021 as our funding of loan demand outpaced our
core deposit growth. We anticipate similar circumstances in the coming year and
are implementing competitive pricing strategies on deposits and are exploring
alternative funding to ensure adequate liquidity to support future growth.

The Consolidated Statements of Cash Flows present the change in cash and cash
equivalents from operating, investing and financing activities. Cash and cash
equivalents consist of cash on hand, cash items in the process of collection,
noninterest-bearing and interest-bearing deposits with other banks and federal
funds sold. Cash and cash equivalents

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decreased $242.1 million for the year ended December 31, 2022, primarily due to
loan growth outpacing deposit growth. For the year ended December 31, 2021, cash
and cash equivalents increased $51.7 million.

Operating activities provided net cash of $42.4 million in 2022 and $40.8 million in 2021. Net income, adjusted for the effects of noncash expenses such as depreciation, amortization and accretion of tangible and intangible assets and investment securities, and the provision for loan losses, is the primary source of funds from operations.



Net cash provided by financing activities equaled $183.4 million in 2022. Net
cash provided by financing activities was $451.1 million in 2021. Deposit
gathering, which is our predominant financing activity, increased in both 2022
and 2021 and provided a net cash inflow in 2022 of $83.2 million and $526.3
million in 2021. Short-term borrowings increased net cash by $114.9 million in
2022 and decreased cash by $50.0 million in 2021. Inflows in 2022 were also
partially offset by a $2.1 million net decrease due to payments made to our
long-term debt as well as cash dividends paid of $11.3 million and the
retirement of common stock of $1.3 million. In 2021, deposit gathering was
partially offset by a decrease in short term borrowings of $50.0 million, a
$12.1 million net decrease in long-term debt, and cash dividends paid of $10.8
million.

Our primary investing activities involve transactions related to our investment
and loan portfolios. Net cash used in investing activities totaled
$467.8 million and $440.1 million in 2022 and 2021, respectively. Net cash used
in lending activities was $402.7 million in 2022, an increase from $152.0
million in 2021. Activities related to our investment portfolio used net cash of
$48.3 million in 2022 and used net cash of $298.2 million in 2021.

We anticipate a more challenging environment faced by financial institutions in
maintaining strong liquidity positions in 2023. Our continued growth in our
expansion markets coupled with our mature markets is expected to continue to
produce loan demand throughout 2023. We expect to fund such demand through
deposit gathering initiatives, payments and prepayments on loans and investments
and advances from the FHLB. However, we cannot predict the economic climate or
the savings habits of consumers. Should economic conditions decline, deposit
gathering may be negatively impacted. Regardless of economic conditions and
stock market fluctuations, we believe that through constant monitoring and
adherence to our liquidity plan, we will have the means to provide adequate cash
to fund our normal operations in 2023.

Cash Requirements:



The Company has cash requirements for various financial obligations, including
contractual obligations and commitments that require cash payments. The most
significant contractual obligation, in both the under and over one-year time
period, is for the Bank to repay time deposits. The Company anticipates meeting
these obligations by utilizing on-balance sheet liquidity and continuing to
provide convenient depository and cash management services through its branch
network, thereby replacing these contractual obligations with similar fund
sources at rates that are competitive in our market. The Company may also use
borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Company's most significant commitment in
both the under and over one-year time periods. These commitments do not
necessarily represent future cash requirements in that these commitments often
expire without being drawn upon.

Capital Adequacy:



We believe a strong capital position is essential to our continued growth and
profitability. We strive to maintain a relatively high level of capital to
provide our depositors and stockholders with a margin of safety. In addition, a
strong capital base allows us to take advantage of profitable opportunities,
support future growth and provide protection against any unforeseen losses.

Our ALCO reviews our capital position, generally, quarterly. As part of its
review, the ALCO considers: (i) the current and expected capital requirements,
including the maintenance of capital ratios in excess of minimum regulatory
guidelines; (ii) potential changes in the market value of our securities due to
interest rates changes and effect on capital;

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(iii) projected organic and inorganic asset growth; (iv) the anticipated level
of net earnings and capital position, taking into account the projected
asset/liability position and exposure to changes in interest rates;
(v) significant deteriorations in asset quality; and (vi) the source and timing
of additional funds to fulfill future capital requirements.

Based on the recent regulatory emphasis placed on banks to assure capital
adequacy, our board of directors annually reviews and approves a capital plan.
Among other specific objectives, this comprehensive plan: (i) attempts to ensure
that we and Peoples Bank remain well capitalized under the regulatory framework
for prompt corrective action; (ii) evaluates our capital adequacy exposure
through a comprehensive risk assessment; (iii) incorporates periodic stress
testing in accordance with the Federal Reserve Board's Supervisory Capital
Assessment Program ("SCAP"); (iv) establishes event triggers and action plans to
ensure capital adequacy; and (v) identifies realistic and readily available
alternative sources for augmenting capital if higher capital levels are
required.

 Bank regulatory agencies consider capital to be a significant factor in
ensuring the safety of a depositor's accounts. These agencies have adopted
minimum capital adequacy requirements that include mandatory and discretionary
supervisory actions for noncompliance. Our and Peoples Bank's risk-based capital
ratios are strong and have consistently exceeded the minimum regulatory capital
ratios required for adequately capitalized institutions. Our ratio of Tier 1
capital to risk-weighted assets and off-balance sheet items was 11.1 percent and
12.3 percent at December 31, 2022 and 2021, respectively. Our Total capital
ratio was 12.1 percent and 13.6 percent at December 31, 2022 and 2021,
respectively. Our and Peoples Bank's common equity Tier I capital to
risk-weighted assets ratios were 11.1 percent and 12.3 percent at December 31,
2022 and 12.3 percent and 13.8 percent at December 31, 2021. Our Leverage ratio,
which equaled 9.0 percent at December 31, 2022 and 9.2 percent at December 31,
2021, exceeded the minimum of 4.0 percent for capital adequacy purposes. Peoples
Bank reported Tier 1 capital, Total capital and Leverage ratios of 12.2 percent,
13.3 percent and 9.7 percent at December 31, 2022, and 13.8 percent, 15.0
percent and 9.6 percent at December 31, 2021. Based on the most recent
notification from the FDIC, Peoples Bank was categorized as well capitalized at
December 31, 2022. There are no conditions or events since this notification
that we believe have changed Peoples Bank's category. For a further discussion
of these risk-based capital standards and supervisory actions for noncompliance,
refer to the note entitled, "Regulatory matters," in the Notes to Consolidated
Financial Statements to this Annual Report.

Stockholders' equity was $315.4 million or $44.06 per share at December 31, 2022, and $340.1 million or $47.44 per share at December 31, 2021. The $24.7 million decline in shareholders equity in 2022 was due to an increase in accumulated other comprehensive loss resulting from an increase to the unrealized loss of available for sale securities and dividends paid to shareholders, partially offset by net income.


We declared dividends of $1.58 per share in 2022, $1.50 per share in 2021, and
$1.44 per share in 2020. The dividend payout ratio, dividends declared as a
percent of net income, equaled 29.9 percent in 2022, 24.9 percent in 2021 and
35.8 percent in 2020. Our board of directors intends to continue paying cash
dividends in the future and has declared a cash dividend in the first quarter of
2023 of $0.41 per share. Our ability to declare and pay dividends in the future
is based on our operating results, financial and economic conditions, capital
and growth objectives, dividend restrictions and other relevant factors. We rely
on dividends received from our subsidiary, Peoples Bank, for payment of
dividends to stockholders. Peoples Bank's ability to pay dividends is subject to
federal and state regulations. For a further discussion on our ability to
declare and pay dividends in the future and dividend restrictions, refer to the
note entitled, "Regulatory matters," in the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report.

Since 2014, our Board of Directors has adopted various common stock repurchase
plans whereby we were authorized to repurchase shares of our outstanding common
stock through open market purchases. During 2022 we repurchased and retired
27,733 shares for $1.3 million under the then current plan. We purchased and
retired 54,285 shares for $2.4 million during 2021 and purchased and retired
181,417 shares for $6.9 million during 2020.

Review of Financial Performance:

Net income for the twelve months ended December 31, 2022, totaled $38.1 million or $5.28 per diluted share, a 12.5 percent decrease when compared to $43.5 million or $6.02 per diluted share for the comparable period of 2021. The



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decrease in earnings for 2022 is a result of lower non-interest income due to a
$2.0 million pre-tax loss on the sale of available for sale securities in the
current period and a pre-tax gain of $12.2 million from the sale of Visa Class B
shares in 2021, combined with higher non-interest expenses. Higher net interest
income and a lower provision for loan losses partially offset the declines. ROAA
was 1.12 percent and ROE was 11.86 percent for the year ended December 31, 2022.

Tax-equivalent net interest income, a non-GAAP measure, was $97.7 million in
2022 and $86.1 million in 2021. Our net interest margin equaled 3.02 percent in
2022 and 2.99 percent in 2021. Noninterest income, totaled $11.9 million 2022
and $25.6 million in 2021, which included the pre-tax gain of $12.2 million from
the sale of Visa Class B shares. Noninterest expense was $62.7 million for the
year ended December 31, 2022 compared to $55.0 million for the year ended
December 31, 2021. Our productivity is measured by the operating efficiency
ratio, a non-GAAP measure, defined as noninterest expense less amortization of
intangible assets divided by the total of tax-equivalent net interest income and
noninterest income. Our operating efficiency ratio was 55.9 percent in 2022 and
54.7 percent in 2021.

Visa Class B Common Stock Sale:


On October 8, 2021, Peoples Bank agreed to sell 44,982 shares of the Class B
common stock of Visa Inc. for a purchase price of $12.2 million. The shares had
no carrying value on the Bank's balance sheet and, as the Bank had no historical
cost basis in the shares, the entire purchase was realized as a pretax gain. The
transaction had a positive impact on the Bank's regulatory capital, which is
being used for capital management and to support the Company's organic growth.

The Bank received 73,333 Class B shares of Visa Inc. as part of its membership
interest in March 2008, and 28,351 shares were redeemed in connection with
Visa's initial public offering in 2008. The sale of the remaining 44,982 Class B
shares settled in October, 2021 and was included in our 2021 fourth-quarter and
year-end results as an after-tax gain of $9.6 million.

Non-GAAP Financial Measures:


The following are non-GAAP financial measures, which provide useful insight to
the reader of the consolidated financial statements, but should be supplemental
to GAAP used to prepare Peoples' financial statements and should not be read in
isolation or relied upon as a substitute for GAAP measures. In addition,
Peoples' non-GAAP measures may not be comparable to non-GAAP measures of other
companies. The tax rate used to calculate the fully-taxable equivalent ("FTE")
adjustment was 21 percent for 2022, 2021, and 2020.

The following table reconciles the non-GAAP financial measures of FTE net interest income for the years ended 2022, 2021 and 2020:



(Dollars in thousands)                              2022         2021        2020
Interest income (GAAP)                            $ 111,334    $ 94,057    $ 94,125
Adjustment to FTE                                     1,901       1,512       1,306

Interest income adjusted to FTE (non-GAAP) 113,235 95,569

95,431


Interest expense                                     15,585       9,422    

14,324

Net interest income adjusted to FTE (non-GAAP) $ 97,650 $ 86,147 $ 81,107




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The efficiency ratio is noninterest expenses, less amortization of intangible
assets, as a percentage of FTE net interest income plus noninterest income less
gains and/or losses on debt security sales and gains on sale of assets. The
following table reconciles the non-GAAP financial measures of the efficiency
ratio to GAAP for the years ended 2022, 2021, and 2020:

(Dollars in thousands, except percents)                     2022         2021        2020
Efficiency ratio (non-GAAP):
Noninterest expense (GAAP)                                $  62,677    $ 55,004    $ 54,868
Less: amortization of intangible assets expense                 363         491         606
Noninterest expense adjusted for amortization of
assets expense (non-GAAP)                                    62,314      54,513      54,262

Net interest income (GAAP)                                   95,749      84,635      79,801
Plus: taxable equivalent adjustment                           1,901       1,512       1,306
Noninterest income (GAAP)                                    11,845      25,636      16,642
Less: net (losses) gains on equity securities                  (31)        

2


Less: net (losses) gains on sale of available for sale
securities                                                  (1,976)                     918
Less: gain on sale of Visa Class B shares                                

12,153


Net interest income (FTE) plus noninterest income
(non-GAAP)                                                $ 111,502    $ 99,628    $ 96,831

Efficiency ratio (non-GAAP)                                    55.9 %      54.7 %      59.6 %


Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks.
Moreover, fluctuations in the level of net interest income can have the greatest
impact on net profits. Net interest income is defined as the difference between
interest revenue, interest and fees earned on interest-earning assets, and
interest expense, the cost of interest-bearing liabilities supporting those
assets. The primary sources of earning assets are loans and investment
securities, while interest-bearing deposits and borrowings comprise
interest-bearing liabilities. Net interest income is impacted by:

? Variations in the volume, rate and composition of earning assets and

interest-bearing liabilities;

? Changes in general market interest rates; and

? The level of nonperforming assets.


Changes in net interest income are measured by the net interest spread and net
interest margin. Net interest spread, the difference between the average yield
earned on earning assets and the average rate incurred on interest-bearing
liabilities, illustrates the effects changing interest rates have on
profitability. Net interest margin, net interest income as a percentage of
average earning assets, is a more comprehensive ratio, as it reflects not only
the spread, but also the change in the composition of interest-earning assets
and interest-bearing liabilities. Tax-exempt loans and investments carry pretax
yields lower than their taxable counterparts. Therefore, in order to make the
net interest margin analysis more comparable, tax-exempt income and yields are
reported in this analysis on a tax-equivalent basis using the prevailing federal
statutory tax rate.

Similar to all banks, we consider the maintenance of an adequate net interest
margin to be of primary concern. The current economic environment has been
changing rapidly for most of the current year with steadily rising interest
rates. This is in contrast to prior years where impact of the pandemic and
interest rates at historical lows were the predominant driving forces. In
addition to market rates and competition, nonperforming asset levels are of
particular concern for the banking industry and may place additional pressure on
net interest margins. Nonperforming assets may change, given the uncertainty of
the national and global economies, particularly the labor markets. No assurance
can be given as to how general market conditions will change or how such changes
will affect net interest income. We anticipate continued

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margin pressure into the coming year as a result of anticipated future FOMC rate adjustments, local competition for deposits and the cost of alternative funding.



We analyze interest income and interest expense by segregating rate and volume
components of earning assets and interest-bearing liabilities. The impact
changes in the interest rates earned and paid on assets and liabilities, along
with changes in the volumes of earning assets and interest-bearing liabilities,
have on net interest income are summarized as follows. The net change or mix
component, attributable to the combined impact of rate and volume changes within
earning assets and interest-bearing liabilities' categories, has been allocated
proportionately to the change due to rate and the change due to volume.

Net interest income changes due to rate and volume





                                                2022 vs 2021                          2021 vs 2020
                                             Increase (decrease)                  Increase (decrease)
                                              attributable to                       attributable to
(Dollars in thousands)                 Total        Rate       Volume       Total         Rate       Volume
Interest income:
Loans:
Taxable                               $ 13,012    $   3,018    $  9,994    $ (1,189)    $ (3,860)    $  2,671
Tax-exempt                               1,427        (341)       1,768          280        (830)       1,110
Investments:
Taxable                                  2,698        (820)       3,518          115      (1,153)       1,268
Tax-exempt                                 424        (197)         621          700        (407)       1,107

Interest-bearing deposits                   93           95         (2)    

    (31)         (20)        (11)
Federal funds sold                          12          440       (428)          264           21         243
Total interest income                   17,666        2,195      15,471          139      (6,249)       6,388
Interest expense:
Money market accounts                    3,007        2,705         302      (1,550)      (2,324)         774
NOW accounts                             2,291        1,818         473        (539)      (1,439)         900
Savings accounts                           114           69          45        (122)        (193)          71
Time deposits less than $100             (117)        (111)         (6)        (650)        (327)       (323)
Time deposits $100 or more                  27          105        (78)      (1,568)      (1,210)       (358)
Short-term borrowings                    1,025          655         370        (770)        (270)       (500)
Long-term debt                           (184)           80       (264)        (442)          337       (779)
Subordinated debt                                                                739          433         306
Total interest expense                   6,163        5,321         842    

(4,902) (4,993) 91 Net interest income - non-GAAP $ 11,503 $ (3,126) $ 14,629 $ 5,041 $ (1,256) $ 6,297




Tax-equivalent net interest income, a non-GAAP measure, was $97.7 million in
2022 and $86.1 million in 2021. Interest and net fees earned on the PPP loans
totaled $1.8 million in 2022, down from $7.1 million in 2021. There was a
positive volume variance that was partially offset by a negative rate variance.
The growth in average earning assets exceeded that of interest-bearing
liabilities, and resulted in additional tax-equivalent net interest income, a
non-GAAP measure, of $14.6 million. A rate variance resulted in a decrease in
net interest income of $3.1 million as liabilities repriced quicker than assets.

Average earning assets increased $355.8 million to $3.2 billion in 2022 from
$2.9 billion in 2021 and accounted for a $15.5 million increase in interest
income. Average loans, net increased $302.1 million, which caused interest
income to increase $11.8 million. Average taxable investments increased
$224.2 million comparing 2022 and 2021, which resulted in increased interest
income of $3.5 million while average tax-exempt investments increased
$25.9 million, which resulted in an increase to interest income of $0.6 million.

Average interest-bearing liabilities grew $264.2 million to $2.3 billion in 2022
from $2.0 billion in 2021 resulting in a net increase in interest expense of
$0.8 million. In addition, interest-bearing transaction accounts, including

money

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market, NOW and savings accounts grew $252.0 million, which in aggregate caused
an $0.8 million increase in interest expense. Large denomination time deposits
averaged $9.7 million less in 2022 and caused interest expense to decrease $78
thousand. A decrease of $0.5 million in average time deposits less than $100
thousand decreased interest expense by $6 thousand. Short-term borrowings
averaged $28.7 million more and increased interest expense $370 thousand while
long-term debt averaged $6.3 million less and decreased interest expense by $264
thousand comparing 2022 and 2021.

An unfavorable rate variance occurred, as the tax-equivalent yield on earning
assets increased 18 basis points while there was a 22 basis points increase in
the cost of funds. As a result, tax-equivalent net interest income decreased
$3.1 million comparing 2022 and 2021. The tax-equivalent yield on earning assets
was 3.50 percent in 2022 compared to 3.32 percent in 2021 resulting in a
decrease in interest income of $2.2 million. With the tax-equivalent yield on
the investment portfolio decreasing 27 basis points to 1.67 percent in 2022 from
1.94 percent in 2021, interest income decreased $1.0 million. The tax-equivalent
yield on the loan portfolio increased 10 basis points to 4.04 percent in 2022
from 3.94 percent in 2021 and resulted in an increase to interest income of $2.7
million.

An unfavorable rate variance was experienced in the cost of funds. We
experienced increases in the rates paid on most major categories of
interest-bearing liabilities. Specifically, the cost of non-maturity deposit
accounts increased 25 basis points comparing 2022 and 2021. These increases
resulted in an increase in interest expense of $4.6 million. With regard to time
deposits, the average rate paid for time deposits less than $100 thousand
decreased 8 basis points while time deposits $100 thousand or more increased 6
basis points, which together resulted in a $6 thousand decrease in interest
expense. The average rate paid on short-term borrowings increased 202 basis
points in 2022 when compared to 2021, causing a $655 thousand increase in
interest expense. Interest expense increased $80 thousand from a 138 basis point
increase in the average rate paid on long-term debt.

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Averages for earning assets include nonaccrual loans. Investment averages include available-for-sale securities at amortized cost. Income on investment securities and loans is adjusted to a tax-equivalent basis, a non-GAAP measure, using the prevailing federal statutory tax rate of 21.0 percent in 2022, 2021 and 2020.



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Summary of net interest income





                                                         2022                                            2021
                                                                         Average                                          Average
                                       Average      Interest Income/     Interest      Average       Interest Income/     Interest
(Dollars in thousands, except
percents)                             Balance           Expense           Rate        Balance            Expense           Rate
Assets:
Earning assets:
Loans:
Taxable                              $ 2,306,455    $          95,505        4.14 %  $ 2,063,168    $           82,493        4.00 %
Tax-exempt                               216,195                6,436        2.98        157,409                 5,009        3.18
Total Loans                            2,522,650              101,941        4.04      2,220,577                87,502        3.94
Investments:
Taxable                                  537,566                8,236        1.53        313,319                 5,538        1.77
Tax-exempt                               111,083                2,615        2.35         85,200                 2,191        2.57
Total Investments                        648,649               10,851        1.67        398,519                 7,729        1.94
Interest-bearing deposits                  8,536                  101        1.17         11,123                     8        0.07
Federal funds sold                        53,056                  342        0.65        246,891                   330        0.13
Total interest earning assets          3,232,891     $        113,235

3.50 % 2,877,110 $ 95,569 3.32 % Less: allowance for loan losses

           29,298                                          27,209
Other assets                             210,392                                         227,293
Total assets                         $ 3,413,985                                     $ 3,077,194
Liabilities and Stockholders'
Equity:
Interest-bearing liabilities:
Money market accounts                $   624,528     $          4,967        0.80 %  $   549,169      $          1,960        0.36 %
NOW accounts                             791,653                4,493        0.57        666,885                 2,202        0.33
Savings accounts                         520,770                  496        0.10        468,851                   382        0.08
Time deposits less than $100             127,801                1,299        1.02        128,313                 1,416        1.10
Time deposits $100 or more               162,998                1,377        0.84        172,711                 1,350        0.78

Total interest-bearing deposits        2,227,750               12,632      

 0.57      1,985,929                 7,310        0.37
Short-term borrowings                     42,680                1,103        2.58         13,973                    78        0.56
Long-term debt                             1,634                   76        4.65          7,948                   260        3.27
Subordinated debt                         33,000                1,774        5.38         33,000                 1,774        5.38
Total borrowings                          77,314                2,953        3.82         54,921                 2,112        3.85
Total interest-bearing
liabilities                            2,305,064     $         15,585        0.68 %    2,040,850      $          9,422        0.46 %
Noninterest-bearing deposits             753,399                                         684,527
Other liabilities                         34,517                                          25,704
Stockholders' equity                     321,005                                         326,113
Total liabilities and
stockholders' equity                 $ 3,413,985                                     $ 3,077,194
Net interest income/spread
(non-GAAP)                                          $          97,650        2.82 %                 $           86,147        2.86 %
Net interest margin                                                          3.02 %                                           2.99 %
Tax-equivalent adjustments:
Loans                                               $           1,352                               $            1,052
Investments                                                       549                                              460
Total adjustments                                   $           1,901                               $            1,512


Note: Average balances were calculated using average daily balances. Interest
income on loans includes fees of $1.9 million in 2022, $6.0 million in 2021 and
$3.8 million in 2020. The decrease in 2022 is primarily due to net fees from PPP
loans.

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                                                                       2020
                                                                                        Average
                                                     Average       Interest Income/     Interest
(Dollars in thousands, except percents)             Balance            Expense           Rate
Assets:
Earning assets:
Loans:
Taxable                                            $ 1,998,178    $           83,683        4.19 %
Tax-exempt                                             124,898                 4,729        3.79
Total Loans                                          2,123,076                88,412        4.16
Investments:
Taxable                                                248,059                 5,423        2.19
Tax-exempt                                              44,607                 1,491        3.34
Total Investments                                      292,666                 6,914        2.36
Interest-bearing deposits                               17,288                    39        0.23
Federal funds sold                                      62,072                    66        0.11

Total interest earning assets                        2,495,102      $         95,431        3.82 %
Less: allowance for loan losses                         25,848
Other assets                                           227,695
Total assets                                       $ 2,696,949
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts                              $   432,621      $          3,510        0.81 %
NOW accounts                                           470,701                 2,741        0.58
Savings accounts                                       404,628                   504        0.12

Time deposits less than $100                           154,772                 2,066        1.33
Time deposits $100 or more                             200,258                 2,918        1.46
Total Interest-bearing deposits                      1,662,980             

  11,739        0.71
Short-term borrowings                                   83,716                   848        1.01
Long-term debt                                          38,560                   702        1.82
Subordinated debt                                       19,295                 1,035        5.36
Total Borrowings                                       141,571                 2,585        0.79

Total interest-bearing liabilities                   1,804,551      $         14,324        0.79 %
Noninterest-bearing deposits                           555,459
Other liabilities                                       27,389
Stockholders' equity                                   309,550

Total liabilities and stockholders' equity $ 2,696,949 Net interest income/spread

                                        $           81,107        3.03 %
Net interest margin (non-GAAP)                                             

                3.25 %
Tax-equivalent adjustments:
Loans                                                             $              993
Investments                                                                      313
Total adjustments                                                 $            1,306


Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly
basis utilizing our systematic analysis in accordance with procedural
discipline. We take into consideration certain factors such as composition of
the loan portfolio, the volume of nonperforming loans, volumes of net
charge-offs, prevailing economic conditions and other relevant factors when
determining the adequacy of the allowance for loan losses account. We make

monthly

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provisions to the allowance for loan losses account in order to maintain the
allowance at an appropriate level. For the twelve month period ending December
31, 2022, $449 thousand was released from the allowance for loan losses compared
to a provision of $1.8 million in 2021. The release in 2022 was due to the
overall improvement of credit quality of the loan portfolio based on current
conditions, combined with a decline in historical loss factors utilized for our
loan loss methodology as of December 31, 2022. The provision in the twelve month
period ended December 31, 2021 was reflective of our allowance for loan losses
methodology and evaluation of qualitative factors that existed during that time.
Based on our most recent evaluation at December 31, 2022, we believe that the
allowance was adequate to absorb any known or potential losses in our portfolio
as of such date.

Noninterest Income:

Our noninterest income for 2022 was $11.8 million compared with $25.6 million
for the year ago period, a decrease of $13.8 million. The decrease was primarily
due to a loss of $2.0 million on the sale of investment securities in the
current year and a $12.2 million gain the sale of the Visa Class B shares in
2021. Excluding these events, noninterest income increased $338 thousand or 2.5
percent. Service charges, fees and commissions increased $907 thousand, due in
part to the reversal of an accrual of a $335 thousand bank owned life insurance
benefit in the year ago period, higher consumer and commercial deposit service
charges and higher revenue related to debit card activity. The increases were
partially offset by a decrease of $464 thousand in mortgage banking income on
lower sales volume due to higher market rates.

Noninterest Expense:


In general, our noninterest expense is categorized into three main groups,
including employee-related expense, occupancy and equipment expense and other
expenses. Employee-related expenses are costs associated with providing
salaries, including payroll taxes and benefits to our employees. Occupancy and
equipment expenses, the costs related to the maintenance of facilities and
equipment, include depreciation, general maintenance and repairs, real estate
taxes, rental expense offset by any rental income and utility costs. Other
expenses include general operating expenses such as marketing, other taxes,
stationery and supplies, contractual services, insurance, including FDIC
assessment and loan collection costs. Several of these costs and expenses are
variable while the remainder is fixed. We utilize budgets and other related
strategies in an effort to control the variable expenses. The major components
of noninterest expense for the past three years are summarized as follows:


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(Dollars in thousands)                             2022        2021        2020
Salaries and employee benefits expense:
Salaries and payroll taxes                       $ 29,308    $ 25,176    $

24,912


Employee benefits                                   4,245       4,560      

5,223


Salaries and employee benefits expense             33,553      29,736     

30,135


Occupancy and equipment expenses:
Occupancy expense                                  10,839       8,212      

6,775


Equipment expense                                   5,739       4,636      

6,065


Occupancy and equipment expenses                   16,578      12,848     

12,840


Other expenses:
Professional fees and outside services              2,715       2,137      

2,091
Other taxes                                         1,559       1,336         990
Donations                                           1,381       1,435       1,357

FDIC insurance and assessments                      1,300       1,117      

  873
Advertising                                           943         575         463
Stationery and supplies                               431         910         697

Amortization of intangible assets                     363         491      

606


Net (gain) on sale of other real estate owned       (478)       (210)
Other                                               4,332       4,629       4,816
Other expenses                                     12,546      12,420      11,893
Total noninterest expense                        $ 62,677    $ 55,004    $ 54,868


Salaries and employee benefits expense constitute the majority of our
noninterest expenses accounting for 53.5 percent of the total noninterest
expense. Salaries and employee benefits expense increased $3.8 million or
12.8 percent to $33.6 million in 2022 from $29.7 million in 2021. Salaries and
payroll taxes increased $4.1 million or 16.4 percent and employee benefits
expense decreased $315 thousand or 6.9 percent. The higher salary expense in
2022 was due to annual merit increases, our investment into our newest expansion
markets which operated for an entire twelve month period, additional hires to
support our growth and lower deferred loan origination costs, which are
initially not expensed but rather deferred and amortized over the life of the
loan. Employee benefits expense was lower due to lower health insurance costs
and lower pension expense.

Occupancy and equipment expense increased $3.7 million or 29.0 percent to $16.6
million in 2022 from $12.8 million in 2021. Occupancy expenses increased $2.6
million or 32.0 percent to $10.8 million in 2022 from $8.2 million in 2021 as a
result of entrance into the Piscataway, New Jersey and Pittsburgh, Pennsylvania
markets. Equipment related expense increased $1.1 million or 23.8 percent to
$5.7 million in 2022 from $4.6 million in 2021, due to information technology
investments related to mobile/digital banking solutions implemented during the
second half of 2021.

Other expenses, which consist of FDIC insurance and assessments, professional
fees and outside services, other taxes, stationary and supplies, advertising,
amortization of intangible assets and all other expenses were relatively flat at
$12.5 million in 2022 and $12.4 million in 2021. A gain of $478 thousand on the
sale of properties held as other real estate was offset by an increase in
professional services costs of $578 thousand. Stationary and supply costs
decreased $479 thousand partially due to our digital banking initiatives.

Peoples anticipates that its FDIC insurance and assessment expense will increase approximately $0.7 million in 2023 as a result of the FDIC's announced assessment rate increases.



Income Taxes:

Our income tax expense was $7.3 million and our effective tax rate was 16.0
percent for the year ended December 31, 2022, a decrease from income tax expense
of $10.0 million and an effective tax rate of 18.7 percent for the year ended
December 31, 2021. The decrease in 2022 was primarily due to lower pretax income
due in part to a $12.2 million pre-tax Visa Class B shares gain in 2021,
combined with a $621 deferred tax adjustment. We also utilize loans and
investments of tax-exempt organizations to mitigate our tax burden, as interest
revenue from these sources is not taxable

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by the federal government. The tax benefit of tax-exempt income was 3.3 percent of pre-tax income in 2022 as compared to a 2.3 percent benefit in 2021.



The effective tax rate in 2022 and 2021 was also influenced by the recognition
of investment tax credits related to our limited partnership investments in
elderly and low- to- moderate-income residential housing programs which allow us
to mitigate our tax burden. By utilizing these credits, we reduced our income
tax expense by $911 thousand in 2022 and $1.1 million in 2021. We anticipate
investment tax credits from these investments to be $755 thousand in 2023. Over
the next two years, we will recognize aggregate tax credits from our investments
in these projects of approximately $1.4 million.

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Management's Discussion and Analysis 2021 versus 2020

Operating Environment:



Market yields rose rapidly to start 2022, despite signs that the economy
stuttered amid the COVID-19 Omicron outbreak, as inflation pressures remained
firm and amid a number of Federal Open Market Committee ("FOMC") members'
commentary. Minutes from the Federal Reserve Board's late-December meeting
indicated officials believed Omicron would temporarily impact the economy but
would not change the overall trajectory of the recovery. Those minutes also
showed officials believed that the labor market would continue its rapid
progress towards full employment, with inflation already at its highest levels
in decades. The hiring in December's nonfarm payroll report disappointed
expectations but the data provided support for the Federal Reserve Board's
analysis that the labor market is becoming increasingly tight. Participation was
flat at 61.9%, 1.5% points below its pre-pandemic level, while unemployment
dropped much further than expected from 4.2% to 3.9%, 0.1% below the Federal
Reserve Board's estimate of full employment. Adding to evidence of a tight labor
market, average hourly earnings rose firmly again and were 4.7% higher than a
year ago.

December's Consumer Price Index ("CPI") report was a bit hotter than expected on
a monthly basis, pushing the annual headline rate up to 7.0%, the fastest since
1982, and the core rate to 5.5%, its strongest gain since 1991. The Federal
Reserve Board's preferred measure, the core PCE price index (defined as personal
consumption expenditures excluding food and energy), accelerated from 4.7% to
4.9%, its highest level since 1983. The combination of historically high
inflation and the rapidly tightening labor market spurred a growing number of
Federal Reserve Board officials to indicate policy may need to be tightened more
quickly than anticipated at the December 2022 meeting. FOMC members began to
talk up the probability that a rate hike could be warranted in March. Today's
economy is much stronger, the labor market is much tighter, and inflation is
much higher than when the Federal Reserve Board last shrank its balance sheet,
officials noted.

As expected, the Federal Reserve Board's January Statement strongly signaled
that a March 2022 rate increase was a near certainty. Chair Powell acknowledged
that no final decisions on the pace of tightening had been made. However, he
read a scripted response several times to emphasize that those differences
between today's economy and the economy during the last cycle, when the Federal
Reserve Board raised rates at every other meeting, "are likely to have important
implications for the appropriate pace of policy adjustments." Yields soared and
the curve flattened. Fed funds futures priced in four hikes in 2022 with a
chance of a fifth.

The employment situation improved nationally as well as in New York,
Pennsylvania and in all of the thirteen counties representing our market areas
in Pennsylvania and New York from one year ago when comparing December 31, 2021
to December 31, 2020. Nonfarm payrolls increased 467,000 in January 2022, well
above expectations of 125,000 jobs. Projections for our local market
unemployment are not readily available; however the most current economic
statistics as of December 31, 2021 show continuing jobless claims of over 1.6
million. This remains elevated as does the unemployment rate at 5.4% per the
latest report from the Bureau of Labor Statistics at December 31, 2021.

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National, Pennsylvania, New York and our market area's non-seasonally-adjusted annual unemployment rates in 2021 and 2020, are summarized as follows:



                      2021    2020
United States          5.4 %   8.1 %
New York               7.2    10.1
Pennsylvania           6.1     9.1
Broome County          5.5     8.7
Allegheny County       5.9     9.0
Bucks County           5.1     8.3
Lackawanna County      6.6     9.6
Lebanon County         5.3     8.0
Lehigh County          6.6     9.6
Luzerne County         7.9    10.9
Monroe County          7.5    11.6
Montgomery County      4.8     7.7
Northampton County     5.8     9.0
Schuylkill County      6.5     9.2
Susquehanna County     5.2     7.4
Wayne County           6.3     9.2
Wyoming County         6.1     8.4

Review of Financial Position:



Total assets, loans and deposits were $3.4 billion, $2.3 billion and $3.0
billion, respectively, at December 31, 2021. Total assets, loans and deposits
grew 16.9 percent, 6.9 percent and 21.6 percent, respectively, compared to 2020
year-end balances.

The loan portfolio consisted of $1.9 billion of business loans, including
commercial and commercial real estate loans, and $372.5 million in retail loans,
including residential mortgage and consumer loans at December 31, 2021. Total
investment securities were $588.7 million at December 31, 2021, including
$517.3 million of investment securities classified as available-for sale and
$71.2 million classified as held-to-maturity. Total deposits consisted of $737.8
million in noninterest-bearing deposits and $2.2 billion in interest-bearing
deposits at December 31, 2021.

Stockholders' equity equaled $340.1 million, or $47.44 per share, at December 31, 2021, and $316.9 million, or $43.92 per share, at December 31, 2020. Our equity to asset ratio was 10.1 percent and 11.0 percent at those respective period ends. Dividends declared for the 2021 amounted to $1.50 per share representing 24.9 percent of net income.



Nonperforming assets equaled $5.0 million or 0.15 percent of total assets at
December 31, 2021 compared to $10.5 million or 0.36 percent at December 31,
2020. The allowance for loan losses equaled $28.4 million or 1.22 percent of
loans, net, at December 31, 2021, compared to $27.3 million or 1.26 percent at
year-end 2020. Loans charged-off, net of recoveries equaled $0.7 million or 0.03
percent of average loans in 2021, compared to $2.7 million or 0.13 percent

of
average loans in 2020.

Investment Portfolio:

Primarily, our investment portfolio provides a source of liquidity needed to
meet expected loan demand and generates a reasonable return in order to increase
our profitability. Additionally, we utilize the investment portfolio to meet
pledging requirements and reduce income taxes. At December 31, 2021, our
portfolio consisted of short-term U.S. Treasury and government agency
securities, which provide a source of liquidity, mortgage-backed securities

issued by U.S.

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government-sponsored agencies to provide income and intermediate-term, tax-exempt state and municipal obligations, which mitigate our tax burden.



Investment securities increased $285.4 million, to $588.7 million at
December 31, 2021, from $303.3 million at December 31, 2020. At December 31,
2021, the investment portfolio consisted of $517.3 million of investment
securities classified as available-for-sale and $71.2 million classified as
held-to-maturity. Deposit increases from strong organic growth from new and
existing relationships, inflows of municipal deposits and proceeds from
government stimulus payments lead to higher levels of low-yielding overnight
federal funds balances. As the level of low-yielding overnight funds increased,
our Asset Liability Committee recommended a strategy to deploy a portion of
those funds into higher-yielding investments through purchases of U.S. Treasury
securities, taxable and tax-free municipal bonds and mortgage-backed securities
to mitigate risk in a flat and down rate environment. Security purchases totaled
$358.6 million in 2021. Investment purchases in 2020 amounted to $107.2 million.

Repayments of investment securities totaled $60.4 million in 2021 and
$85.0 million in 2020. No securities were sold in 2021. During the first quarter
of 2020, the Company sold $26.5 million of low-yielding short-term municipal
bonds resulting in a gain of $267 thousand. The proceeds were used to fund
higher yielding loans. Additionally, two mortgage-backed securities were sold
during the second half of 2020 with proceeds totaling $38.3 million and gains
recognized of $651 thousand due to favorable market rates. We continually
analyze the investment portfolio with respect to its exposure to various risk
elements.

Investment securities averaged $398.5 million and equaled 13.9 percent of
average earning assets in 2021, compared to $292.7 million and 11.7 percent of
average earning assets in 2020. The tax-equivalent yield on the investment
portfolio decreased 42 basis points to 1.94 percent in 2021 from 2.36 percent in
2020. The decrease in the tax-equivalent yield is due to cash flow from maturing
and called bonds being reinvested into lower market rates coupled with lower
yields on new purchases.

Loan Portfolio:

Overall, total loans increased $151.2 million or 6.9 percent in 2021 to $2.3
billion at December 31, 2021. Excluding PPP loans, loan growth totaled $272.0
million or 13.7 percent. Business loans, including commercial loans and
commercial real estate loans, were $2.0 billion or 84.0 percent of total loans
at December 31, 2021, and $1.8 billion or 83.4 percent at year-end 2020.
Residential mortgages and consumer loans totaled $372.5 million or 16.0 percent
of total loans at year-end 2021 and $360.7 million or 16.6 percent at year-end
2020. Total loan growth, excluding PPP loans, of $272.0 million was primarily
attributable to increases in our commercial real estate portfolio which grew
$205.5 million in 2021 due to continued success of our strategy to expand in
larger markets with strong growth potential, and strong organic growth in our
legacy markets. Our expansion strategy commenced during 2014 in the Lehigh
Valley with a community banking office and team of dedicated lenders and has
expanded with two additional branch offices and additional teams of experienced
lenders and credit professionals. Growth is also due to our presence in the
Greater Delaware Valley, first by opening a branch office in King of Prussia in
2016, and during 2020 with the opening of a branch in Doylestown and recruitment
of two experienced lenders. Further growth was attained by our entrance into
Central Pennsylvania with a branch office in Lebanon, staffed with a team of
lending professionals during the middle of 2018. Additionally, our continued
expansion during the final six months of 2021 into the Greater Pittsburgh market
with a new office and team of experienced lenders and entrance into Central New
Jersey with an office in Piscataway, Middlesex County, and team of experienced
lenders known in the market, contributed to the strong loan growth, especially
during the latter half of 2021. Based on the customer service oriented
philosophy of our organization along with the commitment of these employees, we
continue to be well received in these new markets as we are in our existing
markets.

Loans averaged $2.2 billion in 2021, compared to $2.1 billion in 2020. Taxable
loans averaged $2.0 billion, while tax-exempt loans averaged $0.2 billion in
2021. The loan portfolio continues to play the prominent role in our earning
asset mix. As a percentage of earning assets, average loans equaled 77.2 percent
in 2021, a decrease from 85.1 percent in 2020.

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Asset Quality:

Nonperforming assets consist of nonperforming loans and foreclosed assets.
Nonperforming loans include nonaccrual loans, troubled debt restructured loans
and accruing loans past due 90 days or more. For a discussion of our policy
regarding nonperforming assets and the recognition of interest income on
impaired loans, refer to the notes entitled, "Summary of significant accounting
policies - Nonperforming assets," and "Loans, net and allowance for loan losses"
in the Notes to Consolidated Financial Statements to this Annual Report which
are incorporated in this item by reference.

We maintain the allowance for loan losses at a level we believe adequate to
absorb probable credit losses related to individually evaluated loans, as well
as probable incurred losses inherent in the remainder of the loan portfolio as
of the balance sheet date. The balance in the allowance for loan losses account
is based on past events and current economic conditions. We employ the Federal
Financial Institutions Examination Council ("FFIEC") Interagency Policy
Statement, as amended, and GAAP in assessing the adequacy of the allowance
account. Under GAAP, the adequacy of the allowance account is determined based
on the provisions of FASB Accounting Standards Codification ("ASC") 310 for
loans specifically identified to be individually evaluated for impairment and
the requirements of FASB ASC 450, for large groups of smaller-balance
homogeneous loans to be collectively evaluated for impairment.

The allowance for loan losses increased $1.1 million to $28.4 million at
December 31, 2021, from $27.3 million at the end of 2020. The increase resulted
from a provision for loan losses of $1.8 million less net loans charged-off of
$0.7 million. The allowance for loan losses at December 31, 2021 continued to
reflect the provisions added during 2020 from our adjustment of qualitative
factors in our allowance for loan losses methodology, due to economic decline
and expectation of increased credit losses from COVID-19's adverse impact on
economic and business operating conditions.

Past due loans not satisfied through repossession, foreclosure or related
actions are evaluated individually to determine if all or part of the
outstanding balance should be charged against the allowance for loan losses
account. Any subsequent recoveries are credited to the allowance account. Net
loans charged-off decreased $2.0 million to $0.7 million in 2021 from $2.7
million in 2020. Net charge-offs, as a percentage of average loans outstanding,
equaled 0.03 percent in 2021 and 0.13 percent in 2020.

The allowance for loan losses account increased $1.1 million to $28.4 million at
December 31, 2021, compared to $27.3 million at December 31, 2020. The specific
portion of the allowance for impairment of loans individually evaluated under
FASB ASC 310 decreased $1.0 million to $0.2 million at December 31, 2021, from
$1.2 million at December 31, 2020 and the portion of the allowance for loans
collectively evaluated for impairment under FASB ASC 450, increased $2.1 million
to $28.2 million at December 31, 2021, from $26.1 million at December 31, 2020.
The decrease in the specific portion of the allowance was a result of a decrease
in measured impairment for collateral dependent loans, improved credit quality
and a decrease to non-performing loans of $5.4 million. The increase in the
collectively evaluated portion was primarily the result of a significant
increase in volume, improved credit quality and a decrease of $5.4 million of
non-performing loans.

The coverage ratio, the allowance for loan losses, as a percentage of
nonperforming loans, is an industry ratio used to test the ability of the
allowance account to absorb potential losses arising from nonperforming loans.
The coverage ratio was 634.5 percent at December 31, 2021 and 277.0 percent at
December 31, 2020. We believe that our allowance was adequate to absorb probable
credit losses at December 31, 2021.

Deposits:


Our deposit base is the primary source of funds to support our operations. We
offer a variety of deposit products to meet the needs of our individual and
commercial customers. Total deposits grew $526.3 million or 21.6 percent to $3.0
billion at the end of 2021. The increase in deposits is due to organic growth of
customer relationships throughout all our markets, inflows of municipal deposits
and additional deposits by our commercial and retail customers in excess of
historic levels, in part to government stimulus. Total deposits include $12.5
million of brokered certificates of deposit. Noninterest-bearing deposits grew
$115.3 million or 18.5 percent while interest-bearing deposits increased $411.0
million or 22.6 percent in 2021. Noninterest-bearing deposits represented 24.9
percent of total deposits while interest-

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bearing deposits accounted for 75.1 percent of total deposits at December 31,
2021. Comparatively, noninterest-bearing deposits and interest-bearing deposits
represented 34.4 percent and 74.5 percent of total deposits at year end 2020.
With regard to noninterest-bearing deposits, personal checking accounts
increased $54.5 million or 19.9 percent, while commercial checking accounts
increased $60.7 million or 17.4 percent. The increase in noninterest-bearing
deposits is essential in attempting to keep our overall cost of funds low given
the pressure on our net interest margin from the decrease in short-term market
rates.

With regard to interest-bearing deposits, interest-bearing transaction accounts,
which include money market accounts and NOW accounts, and savings accounts,
increased $436.2 million in 2021. Commercial interest-bearing transaction
accounts increased $302.8 million, while personal interest-bearing transaction
accounts increased $72.8 million. Savings accounts increased $60.6 million
during 2021 as customers saved a higher percentage of the government stimulus in
safe liquid accounts. The strong growth in our non-maturity deposits was due to
continuing our strategic initiative to grow our public fund deposits and
continued organic growth in all our markets. Total time deposits decreased $25.2
million to $294.5 million at December 31, 2021 from $319.7 million at
December 31, 2020. The decrease was due to depositors shifting funds to more
liquid accounts and the redemption of a few large municipal accounts.

Total deposits averaged $2.7 billion in 2021 and $2.2 billion in 2020, increasing $452.0 million or 20.4 percent comparing 2021 to 2020. Average noninterest-bearing deposits increased $129.1 million, while average interest-bearing accounts grew $322.9 million. Average interest-bearing transaction deposits, including money market and NOW, and savings accounts, increased $377.0 million while average total time deposits decreased $53.7 million when comparing 2021 and 2020.



Our cost of interest-bearing deposits decreased 34 basis points to 0.37 percent
in 2021 from 0.71 percent in 2020. Specifically, the cost of money market
accounts decreased 45 basis points to 0.36 percent from 0.81 percent, NOW
accounts decreased 25 basis points and the cost of time deposits decreased 48
basis points to 0.92 percent comparing 2021 and 2020. The decreases to the cost
of our interest-bearing deposits was the result of our initiative to reduce
premium rates being paid on core deposit relationships and the reduction of
stated rates across all deposit products. The reductions are directly related to
the FOMC's decision to decrease the target federal funds rate 225 basis points
commencing in 2019 and ending in the first three months of 2020, first in
response to economic slowdown and then due to the COVID-19 crisis. We expect our
cost of funds to continue to decline as time deposits mature and reinvest into
lower rates, however, expected actions by the FOMC to increase the federal funds
rate may result in us increasing deposit rates.

Volatile deposits, time deposits $100 or more, averaged $172.7 million in 2021,
a decrease of $27.6 million or 13.8 percent from $200.3 million in 2020. Our
average cost of these funds decreased 68 basis points to 0.78 percent in 2021,
from 1.46 percent in 2020. This type of funding is susceptible to withdrawal by
the depositor as they are particularly price sensitive and are therefore not
considered to be a strong source of liquidity.

Market Risk Sensitivity:



With respect to evaluating our exposure to IRR on earnings, we utilize a gap
analysis model that considers repricing frequencies of RSA and RSL. Gap analysis
attempts to measure our interest rate exposure by calculating the net amount of
RSA and RSL that reprice within specific time intervals. A positive gap occurs
when the amount of RSA repricing in a specific period is greater than the amount
of RSL repricing within that same time frame and is indicated by a RSA/RSL ratio
greater than 1.0. A negative gap occurs when the amount of RSL repricing is
greater than the amount of RSA and is indicated by a RSA/RSL ratio less than
1.0. A positive gap implies that earnings will be impacted favorably if interest
rates rise and adversely if interest rates fall during the period. A negative
gap tends to indicate that earnings will be affected inversely to interest rate
changes.

At December 31, 2021, we had cumulative one-year RSA/RSL ratio of 1.16, a
positive gap. At December 31, 2020, we had cumulative one-year RSA/RSL of 1.39,
a positive gap. As previously mentioned, a positive gap indicates that if
interest rates increase, our earnings would likely be favorably impacted. Given
the current economic conditions and the expected action of the FOMC to begin to
increase the federal funds rate during the first quarter of 2022, we should

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experience increased net interest income. The overall focus of ALCO is to
maintain a well-balanced IRR position in order to safeguard future earnings
during historical low-rate environment and from potential risk to falling
interest rates. During 2021 ALCO took steps to reduce our positive gap position
and guard against rates unchanged or down through the origination of fixed rate
loans and the investment in longer term, fixed rate investment securities.
Additionally, an initiative to reduce funding costs was executed to mitigate the
adverse impact to net interest income from the low rates. ALCO will continue to
focus efforts on strategies in 2022 in an attempt to maintain a positive gap
position between RSA and RSL. However, these forward-looking statements are
qualified in the aforementioned section entitled "Forward-Looking Discussion" in
this Management's Discussion and Analysis.

The change in our cumulative one-year ratio from the previous year-end resulted
from a $25.7 million or 1.9 percent decrease in RSA offset by a $170.5 million
or 17.5 percent increase in RSL maturing or repricing within one year. The
decrease in RSA resulted primarily from a $64.0 million decrease in total loans,
net of unearned income, resulting from an increase in commercial lending, which
involves loans with longer-term adjustable rates.

With respect to the $170.5 million increase in RSL maturing or repricing within
a twelve month time horizon, non-maturity deposits increased $250.8 million due
to customers seeking liquid accounts and saving at a higher percentage due to
the economic uncertainty of the pandemic. The growth in deposits resulted in
lower short-term borrowings of $50.0 million. Time deposits also declined when
comparing year end 2021 to 2020 as a number of large accounts matured and
customers sought more liquid alternatives.

Liquidity:



We employ a number of analytical techniques in assessing the adequacy of our
liquidity position. One such technique is the use of ratio analysis to
illustrate our reliance on noncore funds to fund our investments and loans
maturing after 2021. At December 31, 2021, our noncore funds consisted of time
deposits in denominations of $100 thousand or more, short-term borrowings, and
long-term and subordinated debt. Large denomination time deposits are
particularly not considered to be a strong source of liquidity since they are
very interest rate sensitive and are considered to be highly volatile. At
December 31, 2021, our net noncore funding dependence ratio, the difference
between noncore funds and short-term investments to long-term assets, was
negative 3.0 percent. Our net short-term noncore funding dependence ratio,
noncore funds maturing within one year, less short-term investments to long-term
assets equaled negative 5.6 percent due to our short-term investments being
greater than the non-core funding. Comparatively, our ratios equaled 2.8 percent
and negative 1.3 percent at the end of 2020, which indicates a significant
decrease in our reliance on noncore funds in 2021. Moreover, our basic liquidity
surplus ratio, defined as liquid assets less short-term potentially volatile
liabilities as a percentage of total assets, increased to 14.6 percent at
December 31, 2021, from 8.7 percent at December 31, 2020. We believe that by
supplying adequate volumes of short-term investments and implementing
competitive pricing strategies on deposits, we can ensure adequate liquidity to
support future growth.

The Consolidated Statements of Cash Flows present the change in cash and cash
equivalents from operating, investing and financing activities. Cash and cash
equivalents consist of cash on hand, cash items in the process of collection,
noninterest-bearing and interest-bearing deposits with other banks and federal
funds sold. Cash and cash equivalents increased $51.7 million for the year ended
December 31, 2021. For the year ended December 31, 2020, cash and cash
equivalents increased $197.0 million. During 2021, cash provided by operating
and financing activities more than offset cash used in investing activities.

Operating activities provided net cash of $40.8 million in 2021 and $37.2 million in 2020. Net income, adjusted for the effects of noncash expenses such as depreciation, amortization and accretion of tangible and intangible assets and investment securities, and the provision for loan losses, is the primary source of funds from operations.



Net cash provided by financing activities equaled $451.1 million in 2021. Net
cash provided by financing activities was $361.1 million in 2020. Deposit
gathering, which is our predominant financing activity, increased in both 2021
and 2020. Deposit gathering provided a net cash inflow in 2021 of $526.3 million
and $465.6 million in 2020. Short-term borrowings decreased net cash by $50.0
million in 2021 and by $102.2 million in 2020. Deposit gathering in 2021 was
also partially offset by a $12.1 million net decrease in long-term debt as well
as cash dividends paid of $10.8 million. In

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2020, deposit gathering and the issuance of $33.0 million of subordinated debt
was partially offset by a net $18.0 million repayment of long-term debt and cash
dividends paid of $10.5 million.

Our primary investing activities involve transactions related to our investment
and loan portfolios. Net cash used in investing activities totaled
$440.1 million and $201.2 million in 2021 and 2020, respectively. Net cash used
in lending activities was $152.0 million in 2021, a decrease from $241.3 million
in 2020. Activities related to our investment portfolio used net cash of $298.2
million in 2020 and provided net cash of $43.0 million in 2020.

Capital Adequacy:



Bank regulatory agencies consider capital to be a significant factor in ensuring
the safety of a depositor's accounts. These agencies have adopted minimum
capital adequacy requirements that include mandatory and discretionary
supervisory actions for noncompliance. Our and Peoples Bank's risk-based capital
ratios are strong and have consistently exceeded the minimum regulatory capital
ratios required for adequately capitalized institutions. Our ratio of Tier 1
capital to risk-weighted assets and off-balance sheet items was 12.3 percent and
12.2 percent at December 31, 2021 and 2020, respectively. Our Total capital
ratio was 13.6 percent and 15.1 percent at December 31, 2021 and 2020,
respectively. Our and Peoples Bank's common equity Tier I capital to
risk-weighted assets ratios were 12.3 percent and 13.8 percent at December 31,
2021 and 12.2 percent and 13.7 percent at December 31, 2020. Our Leverage ratio,
which equaled 9.2 percent at December 31, 2021 and 9.3 percent at December 31,
2020, exceeded the minimum of 4.0 percent for capital adequacy purposes. Peoples
Bank reported Tier 1 capital, Total capital and Leverage ratios of 13.8 percent,
15.0 percent and 9.6 percent at December 31, 2021, and 13.7 percent, 15.0
percent and 10.1 percent at December 31, 2020. Based on the most recent
notification from the FDIC, Peoples Bank was categorized as well capitalized at
December 31, 2021. There are no conditions or events since this notification
that we believe have changed Peoples Bank's category. For a further discussion
of these risk-based capital standards and supervisory actions for noncompliance,
refer to the note entitled, "Regulatory matters," in the Notes to Consolidated
Financial Statements to this Annual Report.

Stockholders' equity was $340.1 million or $47.44 per share at December 31,
2021, and $316.9 million or $43.92 per share at December 31, 2020. Stockholders'
equity grew $23.2 million in 2021 as net income offset an increase in
accumulated other comprehensive loss, the payment of dividends and the Company's
repurchase of its shares.

Review of Financial Performance:



Net income for the twelve months ended December 31, 2021, totaled $43.5 million
or $6.02 per diluted share, a 50.5 percent increase when compared to $29.4
million or $4.00 per diluted share for the comparable period of 2020.  The
increase in earnings for 2021 is the product of the previously disclosed $9.6
after-tax gain on the sale of our Visa Class B shares, a decrease to our
provision for loan losses of $5.6 million, primarily due to an adjustment in the
year ago period to the economic qualitative factors included in our allowance
for loan losses methodology relating to the impact of COVID-19, and an increase
to pre-provision net interest income of $4.8 million due primarily from lower
deposit costs.  Partially offsetting the increase were a higher income tax
provision of $5.2 million. Return on average assets ("ROAA") and return on
average equity ("ROAE") were 1.41 percent and 13.34 percent for the year ended
December 31, 2021. ROAA was 1.09 percent and ROAE was 9.48 percent for the year
ended December 31, 2020.

Tax-equivalent net interest income, a non-GAAP measure, was $86.1 million in
2021 and $81.1 million in 2020. Our net interest margin equaled 2.99 percent in
2021 and 3.25 percent in 2020. Noninterest income, including the pre-tax gain of
$12.2 million from the sale of Visa Class B shares, totaled $25.6 million 2021
and $16.6 million in 2020. Noninterest expense was $55.6 million for the year
ended December 31, 2021 compared to $54.9 million for the year ended
December 31, 2020. Our productivity is measured by the operating efficiency
ratio, a non-GAAP measure, defined as noninterest expense less amortization of
intangible assets divided by the total of tax-equivalent net interest income and
noninterest income. Our operating efficiency ratio was 55.3 percent in 2021

and
56.0 percent in 2020.

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Net Interest Income:

Tax-equivalent net interest income, a non-GAAP measure, was $86.1 million in
2021 and $81.1 million in 2020. Interest and net fees earned on the PPP loans
totaled $7.1 million in 2021. There was a positive volume variance that was
partially offset by a negative rate variance. The growth in average earning
assets exceeded that of interest-bearing liabilities, and resulted in additional
tax-equivalent net interest income, a non-GAAP measure, of $6.3 million. A rate
variance resulted in a decrease in net interest income of $1.3 million as assets
repriced quicker than liabilities.

Average earning assets increased $382.0 million to $2.9 billion in 2021 from
$2.5 billion in 2020 and accounted for a $6.4 million increase in interest
income. Average loans, net increased $97.5 million, which caused interest income
to increase $3.8 million. Average taxable investments increased $65.0 million
comparing 2021 and 2020, which resulted in increased interest income of $1.3
million while average tax-exempt investments increased $32.5 million, which
resulted in an increase to interest income of $1.1 million.

Average interest-bearing liabilities grew $322.9 million to $2.0 billion in 2021
from $1.8 billion in 2020 resulting in a net increase in interest expense of
$1.1 million. Large denomination time deposits averaged $27.5 million less in
2021 and caused interest expense to decrease $0.4 million. A decrease of
$26.5 million in average time deposits less than $100 thousand decreased
interest expense by $0.3 million. In addition, interest-bearing transaction
accounts, including money market, NOW and savings accounts grew $377.0 million,
which in aggregate caused a $1.7 million increase in interest expense.
Short-term borrowings averaged $69.7 million less and decreased interest expense
$0.5 million while long-term debt averaged $30.6 million less and decreased
interest expense by $0.8 million comparing 2021 and 2020. The issuance of $33.0
million of subordinated debt during June 2020 caused interest expense to
increase $0.3 million for the full year 2021.

An unfavorable rate variance occurred, as the tax-equivalent yield on earning
assets decreased 50 basis points while there was a 33 basis point decrease in
the cost of funds. As a result, tax-equivalent net interest income decreased
$1.3 million comparing 2021 and 2020. The tax-equivalent yield on earning assets
was 3.32 percent in 2021 compared to 3.82 percent in 2020 resulting in a
decrease in interest income of $6.2 million. With the tax-equivalent yield on
the investment portfolio decreasing 42 basis points to 1.94 percent in 2021 from
2.36 percent in 2020, interest income decreased $1.6 million. The tax-equivalent
yield on the loan portfolio decreased 22 basis points to 3.94 percent in 2021
from 4.16 percent in 2020 and resulted in a decrease to interest income of $4.7
million.

A favorable rate variance was experienced in the cost of funds. We experienced
decreases in the rates paid on all major categories of interest-bearing
liabilities. Specifically, the cost of non-maturity deposit accounts decreased
25 basis points comparing 2021 and 2020. These decreases resulted in a decrease
in interest expense of $4.0 million. With regard to time deposits, the average
rate paid for time deposits less than $100 thousand decreased 23 basis points
while time deposits $100 thousand or more decreased 68 basis points, which
together resulted in a $1.5 million decrease in interest expense. The average
rate paid on short-term borrowings decreased 45 basis points in 2021 when
compared to 2020, causing a $0.3 million decrease in interest expense. Interest
expense increased $0.3 million from a 145 basis point increase in the average
rate paid on long-term debt.

Provision for Loan Losses:

We evaluate the adequacy of the allowance for loan losses account on a quarterly
basis utilizing our systematic analysis in accordance with procedural
discipline. We take into consideration certain factors such as composition of
the loan portfolio, volume of nonperforming loans, volumes of net charge-offs,
prevailing economic conditions and other relevant factors when determining the
adequacy of the allowance for loan losses account. We make monthly provisions to
the allowance for loan losses account in order to maintain the allowance at an
appropriate level. The provision for loan losses equaled $1.8 million in 2021
and $7.4 million in 2020. The lower provision in the twelve month period ended
December 31, 2021 is due to improved credit quality and the resulting reversal
of the COVID-19 related asset quality qualitative factor adjustment made in the
year ago period in our allowance for loan losses methodology.  The higher
provision in the year ago period reflected changes made to the qualitative
factors related to economic and credit quality declines resulting from the onset
of the coronavirus pandemic and its uncertain economic

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impact. Based on our most recent evaluation at December 31, 2021, we believe
that the allowance was adequate to absorb any known or potential losses in

our
portfolio as of such date.

Noninterest Income:

Our noninterest income for 2021 was $25.6 million compared with $16.6 million
for the year ago period, an increase of $9.0 million.  Excluding the sale of the
Visa Class B shares, noninterest income decreased $3.2 million or 19.0 percent
due in part to lower revenue generated from commercial loan interest rate swap
transactions of $1.6 million as the number of transactions decreased due to
unfavorable market rates. Mortgage banking revenue decreased $0.6 million in
2022 from lower volumes of mortgages sold into the secondary market.  The year
ago period included a net gain of $0.9 million from the sale of
available-for-sale securities.  Service charges, fees, commissions and other are
lower in 2021 by $0.6 million due to a bank owned life insurance benefit of $0.6
million accrued in the year ago period and a lower Federal Home Loan Bank
dividend, partially offset by an increase to our debit card interchange
revenue.  Wealth management revenue increased $0.3 million in 2021 due to a
higher number of transactions and commissions while fees on fiduciary activities
increased $0.1 million due primarily to market appreciation.

Noninterest Expense:

Noninterest expense was $55.0 million for the year ended December 31, 2021 compared to $54.9 million for the year ended December 31, 2020.



Salaries and employee benefits expense constitute the majority of our
noninterest expenses accounting for 54.1 percent of the total noninterest
expense. Salaries and employee benefits expense decreased $0.4 million or
1.3 percent to $29.7 million in 2021 from $30.1 million in 2020. Salaries and
payroll taxes increased $0.3 million or 1.1 percent and employee benefits
expense decreased $0.7 million or 12.7 percent. The higher salary expense in
2021 was due to increases resulting from annual performance-based salary
adjustments and additional lending professionals in our expansion markets,
partially offset by higher deferred loan origination cost benefit of $1.4
million due to our origination of PPP loans in 2021. Employee benefits expense
was lower due to lower health insurance costs and lower pension expense.

Occupancy and equipment expense was relatively flat when comparing 2021 to 2020.
Occupancy expenses were slightly higher due to costs in operating our two newest
branches which opened in the fourth quarter. Equipment related expense included
a decrease to depreciation expense which offset higher information technology
expenses related to our mobile/digital banking solution. We do expect occupancy
and equipment expense to increase in 2022 due to a full years' operation of our
two newest branch offices and our mobile/digital banking solution.

Other expenses, which consist of merchant transaction expense, FDIC insurance
and assessments, professional fees and outside services, other taxes, stationary
and supplies, advertising, amortization of intangible assets and all other
expenses were $12.4 million in 2021 and $11.9 million in 2020. FDIC insurance
and assessments was higher by $0.2 million or 27.9 percent due to the remaining
FDIC small bank assessment credit recognized in the first quarter of 2020. Other
taxes increased $0.3 million due to higher Pennsylvania shares tax due to an
increase in Peoples Bank stockholder equity. Advertising expenses increased $0.1
million. The increase in stationery and supplies expenses of $0.2 million is
offset by lower other expenses as postage related costs were re-classified.

Income Taxes:



Our income tax expense was $10.0 million and our effective tax rate was 18.7
percent for the year ended December 31, 2021, an increase from income tax
expense of $4.8 million and an effective tax rate of 14.1 percent for the year
ended December 31, 2020. The increases in 2021 were due to higher pre-tax income
of $19.3 million, in part due to the sale of our Visa Class B shares, the
inclusion of a $0.6 million deferred tax adjustment related to prior periods and
the Company's frozen pension plan and $0.5 million for New Jersey income tax
related to our opening a branch office in New Jersey. We utilize loans and
investments of tax-exempt organizations to mitigate our tax burden, as interest
revenue

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from these sources is not taxable by the federal government. The tax benefit of
tax-exempt income was 2.3 percent of pre-tax income in 2021 as compared to a 3.0
percent benefit in 2020.

The effective tax rate in 2021 and 2020 was also influenced by the recognition
of investment tax credits related to our limited partnership investments in
elderly and low- to- moderate-income residential housing programs which allow us
to mitigate our tax burden. By utilizing these credits, we reduced our income
tax expense by $1.1 million in both 2021 and 2020.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.


Market risk is the risk to our earnings and/or financial position resulting from
adverse changes in market rates or prices, such as interest rates, foreign
exchange rates or equity prices. Our exposure to market risk is primarily
interest rate risk ("IRR"), which arises from our lending, investing and deposit
gathering activities. Our market risk sensitive instruments consist of
derivative and non-derivative financial instruments, none of which are entered
into for trading purposes. During the normal course of business, we are not
exposed to foreign exchange risk or commodity price risk. Our exposure to IRR
can be explained as the potential for change in reported earnings and/or the
market value of net worth. Variations in interest rates affect the underlying
economic value of assets, liabilities and off-balance sheet items. These changes
arise because the present value of future cash flows, and often the cash flows
themselves, change with interest rates. The effects of the changes in these
present values reflect the change in our underlying economic value, and provide
a basis for the expected change in future earnings related to interest rates.
Interest rate changes affect earnings by changing net interest income and the
level of other interest-sensitive income and operating expenses. IRR is inherent
in the role of banks as financial intermediaries.

A bank with a high degree of IRR may experience lower earnings, impaired
liquidity and capital positions, and most likely, a greater risk of insolvency.
Therefore, banks must carefully evaluate IRR to promote safety and soundness in
their activities. Interest rate risk is the risk of loss to future earnings due
to changes in interest rates. The Asset Liability Committee ("ALCO") is
responsible for establishing policy guidelines on liquidity and acceptable
exposure to interest rate risk. Generally quarterly, ALCO reports on the status
of liquidity and interest rate risk matters to the Company's board of directors.
The objective of the ALCO is to manage assets and funding sources to produce
results that are consistent with the Company's liquidity, capital adequacy,
growth, risk and profitability goals and are within policy limits.

The Company utilizes the pricing and structure of loans and deposits, the size
and duration of the investment securities portfolio, the size and duration of
the wholesale funding portfolio, and off-balance sheet interest rate contracts
to manage interest rate risk. The off-balance sheet interest rate contracts may
include interest rate swaps, caps and floors. These interest rate contracts
involve, to varying degrees, credit risk and interest rate risk. Credit risk is
the possibility that a loss may occur if a counterparty to a transaction fails
to perform according to terms of the contract. The notional amount of the
interest rate contracts is the amount upon which interest and other payments are
based. The notional amount is not exchanged, and therefore, should not be taken
as a measure of credit risk. See Note 15 to the Audited Consolidated Financial
Statements for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the
Company's on-balance sheet and off-balance sheet financial instruments at a
given point in time by showing the effect of interest rate shifts on net
interest income over a 24-month horizon and a 60-month horizon. The simulations
assume that the size and general composition of the Company's balance sheet
remain static over the simulation horizons, with the exception of certain
deposit mix shifts from low-cost time deposits to higher-cost time deposits in
selected interest rate scenarios. Additionally, the simulations take into
account the specific repricing, maturity, call options, and prepayment
characteristics of differing financial instruments that may vary under different
interest rate scenarios. The characteristics of financial instrument classes are
reviewed typically quarterly by the ALCO to ensure their accuracy and
consistency.

The ALCO reviews simulation results to determine whether the Company's exposure
to a decline in net interest income remains within established tolerance levels
over the simulation horizons and to develop appropriate strategies to manage
this exposure. As of December 31, 2022 and December 31, 2021, net interest
income simulations indicated that exposure to changing interest rates over the
simulation horizons remained within tolerance levels established by the Company.
All changes are measured in comparison to the projected net interest income that
would result from an "unchanged" rate scenario where both interest rates and the
composition of the Company's balance sheet remain stable for a 24-month and
60-month period. In addition to measuring the change in net interest income as
compared to an unchanged interest rate scenario, the ALCO also measures the
trend of both net interest income and net interest margin over a 24-month and
60-month horizon to ensure the stability and adequacy of this source of earnings
in different interest rate scenarios.

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Model results at December 31, 2022 indicated a higher starting level of net
interest income ("NII") compared to the December 31, 2021 model as balance sheet
growth, a shift in balance sheet mix and higher assumed market rates led to an
increase to the balance sheet spread of 22 basis points. Our current model
indicates the net interest margin may compress as funding sources recycle into
higher assumed replacement rates due to the FOMC's actions to increase the
federal funds rate 425 basis points in 2022. Our interest rate risk position
exhibits a relatively well-matched position to both rising and falling interest
rate environments over the next eighteen to twenty-four month period with a
benefit emerging to rising rate environments thereafter as asset yields re-price
higher. This position at December 31, 2022 is less asset-sensitive than the
simulation at December 31, 2021 indicated due to the addition of fixed rate
assets which will not reprice higher as quickly as deposit and borrowing costs.

The ALCO regularly reviews a wide variety of interest rate shift scenario
results to evaluate interest rate risk exposure, including scenarios showing the
effect of steepening or flattening changes in the yield curve as well as
parallel changes in interest rates of up to 400 basis points. Because income
simulations assume that the Company's balance sheet will remain static over the
simulation horizon, the results do not reflect adjustments in strategy that the
ALCO could implement in response to rate shifts.

During 2022, the FOMC has increased the federal funds target rate in part to
mitigate high inflation. Through December 31, 2022, there have been seven rate
increases, totaling 425 basis points. Although we have realized higher rates on
our existing adjustable rate loans and new originations, our average funding
costs are increasing at a faster pace as rate-sensitive customers are seeking
higher returns. We expect our funding costs to continue to increase in the
near-term due to expectations the FOMC will continue to increase the targeted
federal funds rate which may negatively impact our net interest income.

The projected impact of instantaneous changes in interest rates on our net interest income and economic value of equity at December 31, 2022, based on our simulation model, is summarized as follows:





                                                               December 31, 2022
                                                                 % Change in
Changes in Interest Rates (basis points)     Net Interest Income        Economic Value of Equity
                                             Metric        Policy        Metric           Policy
+400                                           (11.7)        (20.0)          (3.2)           (40.0)
+300                                            (8.9)        (20.0)          (1.7)           (30.0)
+200                                            (6.2)        (10.0)          (0.7)           (20.0)
+100                                            (2.8)        (10.0)            0.8           (10.0)
Static
-100                                              1.2        (10.0)          (4.3)           (10.0)
-200                                              1.0        (10.0)         (12.6)           (20.0)
-300                                            (0.3)        (20.0)         (24.9)           (30.0)
-400                                            (3.6)        (20.0)         (49.3)           (40.0)


Our simulation model creates pro forma net interest income scenarios under
various interest rate shocks. Given instantaneous and parallel shifts in general
market rates of plus 100 basis points, our projected net interest income for the
12 months ending December 31, 2022, would decrease 2.8 percent from model
results using current interest rates. Additional disclosures about market risk
are included in Part II, Item 7 of this Annual Report, under the heading "Market
Risk Sensitivity," and are incorporated into this Item 7A by reference.

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The Company has certain loans and derivative instruments whose interest rate is
indexed to the London Inter Bank Offered Rate ("LIBOR"). The LIBOR index will be
discontinued for U.S. Dollar settings effective June 30, 2023. The Alternative
Reference Rates Committee ("ARRC") has proposed that the Secured Overnight
Funding Rate ("SOFR") replace USD-LIBOR. ARRC proposed that the transition to
SOFR from USD-LIBOR take place by the end of 2021. On March 15, 2022, the
Adjustable Interest Rate Act (the LIBOR Act) was signed into law and includes
establishing a uniform national approach for replacing LIBOR in legacy contracts
that do not provide for the use of a clearly defined replacement benchmark rate.
The LIBOR Act also directs the FRB to issue regulations to implement the
legislation addressed by this Act.

The Company has USD-LIBOR exposure in various agreements, including variable
rate loans and derivatives. The Company created an internal transition team that
is managing the transition away from USD-LIBOR. This transition team is a
cross-functional team composed of representatives from the commercial and retail
banking lines of business, as well as representatives from credit, risk, loan
operations, legal, and finance. The transition team determined that the primary
indices to be utilized for loans will be prime rate and Term SOFR-based.

The Company has begun transitioning LIBOR-indexed loans to alternative indexes,
including prime rate and Term SOFR, and adjusting the spread to maintain the
overall yield.  The Company transitioned the LIBOR-indexed derivatives to the
replacement benchmark rate included in the contracts' fallback language. For all
existing LIBOR-based loans and derivatives, remediation efforts are scheduled to
be completed by June 30, 2023.

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