Investor In estor Pr Prese esentation ntation 3 rd Quart arter - - PowerPoint PPT Presentation

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Investor In estor Pr Prese esentation ntation 3 rd Quart arter - - PowerPoint PPT Presentation

Nasdaq: PEBO Investor In estor Pr Prese esentation ntation 3 rd Quart arter er 20 2018 18 Filed by Peoples Bancorp Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the


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SLIDE 1

In Investor estor Pr Prese esentation ntation

3rd Quart arter er 20 2018 18

Nasdaq: PEBO

Filed by Peoples Bancorp Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: First Prestonsburg Bancshares Inc. Commission File No. 000-16772

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SLIDE 2

Sa Safe e Harb rbor

  • r St

Statement tement

2

Statements in this presentation which are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include discussions of the strategic plans and objectives or anticipated future performance and events of Peoples Bancorp

  • Inc. (“Peoples”).

The information contained in this presentation should be read in conjunction with Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), and the earnings release for the 3rd quarter and nine months ended September 30, 2018 (the “Third Quarter Earnings Release”), included in Peoples Current Report on Form 8-K furnished to the Securities and Exchange Commission (“SEC”) on October 23, 2018, each which is available on the SEC’s website (www.sec.gov) or at Peoples’ website (www.peoplesbancorp.com). As required by U.S. generally accepted accounting principles, Peoples is required to evaluate the impact of subsequent events through the issuance date of its September 30, 2018 consolidated financial statements as part of its Quarterly Report on Form 10-Q to be filed with the SEC. Accordingly, subsequent events could occur that may cause Peoples to update its critical accounting estimates and to revise its financial information from that which is contained in this presentation. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Peoples’ 2017 Form 10-K under the section, “Risk Factors” in Part I, Item 1A, and in the Third Quarter Earnings Release. As such, actual results could differ materially from those contemplated by forward- looking statements made in this presentation. Management believes that the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management's knowledge of Peoples’ business and operations. Peoples disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this presentation.

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SLIDE 3

Add dditional tional Inf nformatio

  • rmation

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, securities

  • f Peoples. Peoples will file a registration statement on Form S-4 and will file other documents

regarding the proposed merger with First Prestonsburg Bancshares Inc. (“First Prestonsburg”) referenced in this presentation with the SEC to register the shares of Peoples common stock to be issued to the shareholders of First Prestonsburg. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of First Prestonsburg after the registration statement has been declared effective by the SEC and in advance of its special meeting

  • f shareholders to be held to consider the proposed merger.

SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PEOPLES, FIRST PRESTONSBURG AND THE PROPOSED TRANSACTION. A free copy of these documents and other filings containing information about Peoples, may be

  • btained after their filing at the SEC’s website (www.sec.gov).

Additionally, free copies of these documents may be obtained on Peoples’ website (www.peoplesbancorp.com) in the “Investor Relations” section of or by a written request mailed to: Peoples Bancorp Inc. Attn: Investor Relations 138 Putnam Street PO Box 738 Marietta OH 45750-0738

3

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SLIDE 4

Ov Over erview view

  • Profile,

ile, Inv nvest stmen ment t Rat atio iona nale, le, St Strat ategy, gy, an and Cult lture re

  • Acqu

quis isition ition

  • St

Strat ategic gic Prio ioritie rities s an and Fin inan ancial ial Resu sults lts

  • Q3 2018

18 Performanc rmance

  • Appendix

pendix

4

slide-5
SLIDE 5

Profi

  • file,

le, Inv nvestment estment Rationale, ionale, Strate ategy, gy, and nd Cu Culture ture

slide-6
SLIDE 6

6

Cor

  • rporate

porate Pr Prof

  • file

ile

  • Finan

ancia ial ho holdi ding ng com

  • mpany

pany he headqu dquar artere ered in Mariet etta, a, Ohi hio.

  • .

– Provides a broad range of banking, insurance, and investment services

  • Cur

urren ent snapshot: pshot:

– Assets: $4.0 billion; Loans: $2.7 billion – Deposits: $3.0 billion – Market capitalization: $665 million – Assets Under Admin/Mgmt: $2.4 billion

  • Cur

urren ent foo

  • otpr

print int

– Demographics:

  • Median income: $45,000

– Key industries:

  • Health care
  • Manufacturing (plastics/petrochemicals)
  • Oil/gas/coal activities (shale opportunities)
  • Education and social services
  • Tourism

– Unemployment:

  • OH: 5.2%
  • WV: 4.7%
  • KY:

5.3%

  • US: 4.3%

Market data as of October 23, 2018 Unemployment data as of September 2018 Financial data as of September 30, 2018

6

OH: 4.6% WV: 5.2% KY: 4.5% US: 3.7%

slide-7
SLIDE 7

Inv nvestmen estment t Ra Rationale

  • nale
  • Unique communi

nity ty banking ng model

– Greater revenue diversity (30% non-interest income, excluding gains and losses) than the average $1 - 10 billion bank – Strong community reputation and active involvement – Local market teams capable of out-maneuvering larger banks – More sophistication and product breadth than smaller banks (insurance, retirement plans, swaps, etc.)

  • Stron
  • ng,

g, diverse busines nesses s earning non-int nterest est income

– 20th largest bank-owned insurance agency, with expertise in commercial, personal, life & health – Wealth management – $2.4 billion in assets under administration and management, including brokerage, trust and retirement planning

  • Capacity

ity to grow our franchi hise se

– Strong capital and fundamentals to support M&A strategy – Proven integration capabilities and scalable infrastructure

  • Committe

tted to discipl iplined ned executio tion

– Strong, integrated enterprise risk management process – Dedicated to delivering positive operating leverage – Focused on business line performance and contribution, operating efficiency, and credit quality

  • Attract

activ ive e di dividen dend d op

  • ppo

portunity

– Targeting 40% to 50% payout ratio – Dividend paid increased from $0.15 per share for Q1 2016 to $0.30 for Q3 2018

7

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SLIDE 8

Wh What PE PEBO O St Stands nds Fo For! r!

  • Mi

Missi ssion, n, Vi Vision sion and nd Va Values lues

  • Br

Brand and Pr Prom

  • mise

ise

  • Go
  • To

To Ma Market rket Pr Proposition

  • position
  • Th

The e Be Best st Com

  • mmunity

munity Ba Bank nk in n Am America erica wi with th Str trategic ategic Road

  • ad Ma

Map

8

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SLIDE 9

Mis ission, sion, Vis isio ion n an and Val alues

Our Mi Missi sion

  • n

Our mission is to be the primary financial resource for our businesses and clients who value us as true financial

  • partners. We grow these relationships by delivering trusted advice, extraordinary personal service, and a seamless,

integrated suite of services that meets all their needs.

Our Visi sion

  • n

Our vision is to be the leading financial services provider to the clients and markets we serve.

Our Value lues

Peoples' Employee Promise Circle represents how we do business and our never-ending pursuit of creating value for

  • ur clients. Our strategies to serve clients and enhance shareholder value often change, but our values remain constant.
  • Clients

nts First

  • Integrity

egrity Always ways

  • Respe

pect for

  • r All
  • Com
  • mmi

mitmen tment to C

  • Com
  • mmuni

nity ty

  • Lead

d the he Wa Way

  • Excelle

lenc nce e in Everyt rything ng

9

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SLIDE 10

Bra rand nd Pr Prom

  • mise

ise

We wil ill l work k si side by s y sid ide to to ove vercome come chal allen lenges ges an and se seiz ize oppor portun tunit ities.

  • ies. We li

list sten n an and work k wit ith yo you. Together, ether, we wil ill l buil ild an and execute ute th thoughtfu ghtful l pla lans ns an and ac acti tion

  • ns,

s, ble lend nding ing our experien erience ce an and expertise, rtise, to to mo move ve yo you to towar ard d yo your goal als.

  • s. Our core

e dif iffer erence ence is is providing viding yo you pe u peac ace e of mi mind nd, , conf nfidence idence an and cla larity ity in in yo your ur fin inan ancia ial l li life.

10

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SLIDE 11

Top 250 Most Profit itable able Clients ents

11

PEBO’s Go To Market propo posit sition ion of Insuran ance ce, , Invest stment and Banking is unique to our footpr prin int and enables s a c comple plete financial ial relation ionship ship with our Clients People ples s Insuran ance ce is

  • ne of the 20 largest

st bank-own wned ed Insuran ance ce agencie ies s in the United d States es People ples s has been in the banking business ss since 1902 People ples s has financia ial l advisor isors s to meet individu vidual al and business ss (401K) needs

42% 26% 11% 16% 29% 21% 0% 25% 50% 75% 100% % w % with ith In Insura urance nce % w % with ith In Inves estments tments Ol Old market markets New ma ew markets rkets To Total tal

Data as of June 30, 2018 Old Markets have 144 out of the top 250 clients Old Markets are KY, WV, SE Ohio, Cambridge and Columbus New Markets are SW and NE Ohio (including Coshocton)

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SLIDE 12

Strategic ategic Road

  • ad Map

p for

  • r Best

t Comm

  • mmunity

unity Bank k in Amer eric ica

12

Best st Community munity Bank in Ameri rica

  • Embrace Our Way of Life
  • Know the Risks: Strategic,

Reputation, Credit, Market, Liquidity, Operational, Compliance

  • Do Things Right the First Time
  • Raise Your Hand
  • Discover the Root Cause
  • Excel at Change Management

Respons

  • nsib

ible le Risk k Management ement Extraor aordin inary ary Client nt Exper erience ience Profi fitab table le Reve venu nue e Growth th First st Class Workp kplace lace

  • Acquire, Grow and Retain

Clients

  • Earn Client Referrals
  • Understand Client Needs

and Concerns

  • Live the Sales and Service

Processes

  • Value Our Skills and

Expertise

  • Operate Efficiently
  • Execute Thoughtful Mergers

and Acquisitions

  • Hire for Values
  • Strive for Excellence
  • Invest in Each Other
  • Promote a culture of learning
  • Coach in Every Direction
  • Recognize and Reward

Performance

  • Balance Work and Life
  • Cultivate Diversity
  • Spread Goodness
  • Delight the Client
  • Deliver Expert Advice and

Solutions

  • Provide a Consistent Client

Experience

  • Lead Meaningful Client

Reviews

  • Evolve the Mobile Experience
  • DWYSYWD
  • Commitm

tment ent to Super erior ior Shareh ehold

  • lder

er Returns urns

  • Clients’ 1st

st Choice

ce for Bankin ing, , Inve vestin ting and Insura urance ce

  • Great

at Place ce to Work

  • Meanin

ingfu ful l Impac act on Our Communi nities ties

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SLIDE 13

Acqui uisi sition tion

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SLIDE 14

Fir irst st Preston stonsbu sburg rg Ban ancsha shares es Inc

  • nc. Tran

ansa sacti tion

  • n

14

Transaction ion Summar ary

Deal Value: $45.4 million Cost savings: 35% 2019 Phase-in = 75% 2020 Phase-in = 100% Gross loan mark: 3.70% One-time costs: $9 million Due diligence: Completed Required approvals: First Prestonsburg shareholder approval, regulatory approval Anticipated closing / Conversion dates: 2nd Quarter of 2019

First Prestonsburg Bancshares Inc. is the parent company of First Commonwealth Bank of Prestonsburg, Inc. Deal announced on October 29, 2018

Eight full service branches in and around the Prestonsburg and Pikeville markets in eastern Kentucky, and scheduled to open a ninth in Georgetown, Kentucky by the end of 2018

Financial Summary as of 9/30/18

  • Total assets = $310 million
  • Total loans = $139 million
  • Total deposits = $244 million
  • Premium to core deposits = 8.4%

Financial Impact

  • Full Year 1 EPS Accretion of about 5%
  • Tangible book earn-back of about 2 years
  • Price / LTM earnings = 18.5 x
  • Opportunity to gain synergies with existing insurance
  • peration in the area
  • Will provide liquidity in rising deposit cost environment
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SLIDE 15

Fir irst st Preston stonsbu sburg rg Ban ancsha shares es Inc

  • nc. Tran

ansa sacti tion

  • n

15

Source: SNL Financial; Pro forma for pending or recently completed transactions Note: Deposit data as of 6/30/2018

Institution (ST) Number of Branches Total Deposits In Market ($000) Total Market Share (%) Floyd, KY 1. First Prestonsburg Bcshs Inc (KY) 4 168,682 35.8 2. Community Trust Bancorp Inc. (KY) 2 121,957 25.9 3. Citizens National Corp. (KY) 3 90,401 19.2 4. U.S. Bancorp (MN) 2 78,395 16.6 5. BB&T Corp. (NC) 1 11,949 2.5 Total For Institutions In Market 12 471,384 Johnson, KY 1. Citizens National Corp. (KY) 2 193,121 48.2 2. City Holding Co. (WV) 2 112,795 28.1 3. First Prestonsburg Bcshs Inc (KY) 1 38,248 9.5 4. BB&T Corp. (NC) 1 35,736 8.9 5. Community Trust Bancorp Inc. (KY) 1 21,044 5.2 Total For Institutions In Market 7 400,944 Institution (ST) Number of Branches Total Deposits In Market ($000) Total Market Share (%) Magoffin, KY 1. SNB Bancorp Inc (KY) 2 90,571 65.6 2. Citizens National Corp. (KY) 1 27,746 20.1 3. First Prestonsburg Bcshs Inc (KY) 1 19,853 14.4 Total For Institutions In Market 4 138,170 Martin, KY 1. Community Holding Co. (KY) 2 81,636 84.0 2. First Prestonsburg Bcshs Inc (KY) 1 15,539 16.0 Total For Institutions In Market 3 97,175 Pike, KY 1. Community Trust Bancorp Inc. (KY) 11 793,382 67.0 2. U.S. Bancorp (MN) 7 165,084 14.0 3. BB&T Corp. (NC) 2 133,134 11.3 4. Citizens National Corp. (KY) 2 60,818 5.1 5. Pinnacle Bank Inc. (KY) 1 13,613 1.2 6. First Natl Bk of Williamson (WV) 1 10,420 0.9 7. First Prestonsburg Bcshs Inc (KY) 1 6,895 0.6 Total For Institutions In Market 25 1,183,346

Deposit Market Share

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SLIDE 16

Strategi tegic Pr Prioritie

  • rities

s and d Fi Financia nancial l Res esult ults

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SLIDE 17

17

St Stra rategic tegic Pr Prioriti

  • rities

es

  • Focused on sustainable revenue growth
  • Disciplined expense management
  • Expand revenue vs expense growth gap beyond 2%
  • Drive core efficiency ratio to 60%

Pos

  • sitive

itive Ope perating rating Leverage verage

  • Preserve key metrics superior to most of our peers
  • Balance growth with prudent credit practices
  • Improve diversity within the loan portfolio

Supe peri rior

  • r

Asset set Quality ality

  • Achieve meaningful loan growth each year
  • Maintain emphasis on core deposit growth
  • Adjust earning asset mix by shifting investments to loans
  • Prudent use of capital (dividends, share repurchases &

acquisitions)

High gh Quality ality Balanc lance Shee eet

See page 23 See page 24 See page 25 See page 26 See page 28 See page 29 See page 32 See page 33 See page 34 See page 36 See page 37

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SLIDE 18

18

New ew St Stra rategic tegic Targ rget ets

* Current 3 Year Strategy gy Plannin ing g Period iod = 2019 19-20 2021 NPAs as a percent of total loans and OREO (1) 0.86% 0.67% 0.70% to 1.00%  Net charge-offs as a percent of average total loans (2) 0.12% 0.18% 0.30% to 0.50%  Loans to total assets 65.51% 67.64% 72.0% to 77.5% Loans to deposits 87.33% 89.04% 85.0% to 95.0%  DDAs to deposits 41.62% 38.02% 40.0% to 45.0% Borrowings to total funding 12.76% 13.48% 15.0% to 20.0% Total revenue growth versus prior year period 5.66% 11.91% 5% to 9%  Non-interest income, excluding gains and losses, to total revenue 31.94% 31.07% 35% to 40% Equity to assets 12.88% 12.60% 12% to 14%  Tangible equity to tangible assets (3) 9.20% 8.88% 8% to 10%  Net interest margin (2)(4) 3.61% 3.69% 3.6% to 3.8%  Efficiency ratio (3)(6) 62.24% 61.41% Below 60% Return on average stockholders' equity (2)(6) 8.80% 10.56% 11.5% to 13.0% Return on average assets (2)(6) 1.13% 1.33% 1.45% to 1.55% Pre-provision net revenue / total avg assets (2)(3)(6) 1.65% 1.76% Over 1.80% Dividend payout (5) 38.34% 48.55% 40% to 50% 

(1) Nonperforming loans include loans 90+ days past due and accruing, renegotiated loans and nonaccrual loans. Nonperforming assets include nonperforming loans and OREO. (2) Annualized. (3) Non-GAAP financial measure. See Appendix. (4) Information presented on a fully tax-equivalent basis. (5) Dividend data reflects amounts declared w ith respect to earnings for the period indicated. (6) Non-GAAP financial measure. Adjusted to exclude acquisition-related costs and pension settlement charges. See appendix.

Status as of 9/30/18 Execute on Strategies YTD 9/30/17 Improve Asset Quality 3-Year Strategic Target Range * Metrics Operating Leverage Adjust Balance Sheet Mix High Quality, Diversified Revenue Stream Strong Capital Position YTD 9/30/18

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SLIDE 19

Online Channel Online Account Opening Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Online Loan Applications Yes Yes Yes Yes Yes Yes Yes No Yes No Yes Bill Pay Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Reverse Positive Pay Yes Yes Yes Yes Yes Yes No No No No Yes Positive Pay Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Text Alerts Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Transaction Notifications Yes Yes Yes Yes Yes Yes No Yes Yes Yes Yes Mobile Deposits Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Person to Person Payment Yes Yes Yes Yes No Yes No Yes Yes Yes No Debit card on / off switch No Yes Yes No Yes Yes Yes Yes No Yes No Apple Pay and Samsung Pay Yes Yes Yes Yes Yes Yes No Yes Yes Yes Yes ACH approval No Yes No No No Yes No Yes Yes Yes Yes Positive Pay No Yes No No No Yes No Yes No Yes Yes Facebook Yes Yes Yes Yes Yes Yes Yes No Yes Yes No Twitter Yes Yes Yes Yes Yes Yes Yes No Yes Yes No LinkedIn Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Prepaid Debit Card Yes Yes Yes Yes No Yes No Yes No No No Prepaid Gift Card No No Yes Yes No Yes Yes Yes Yes No No Employer Loaded PayCards Yes Yes Yes Yes No Yes No No No No No Other Channels Park National United Bank ***National Banks*** PEOPLES BANCORP ***Community Banks*** Social Media Mobile Channel Chase WesBanco Wells Fargo Bank of America PNC Huntington City National Community Trust

Ou Our r Capa pabil biliti ities es

Information accurate as of October 26, 2018, based

  • n data from competitor websites

19

Indicates PEBO has advantage over Community Bank group

slide-20
SLIDE 20

Pe Peop

  • ples

es Ma Mark rket et Ins nsight ght

20

  • Strong
  • nges

est t de depo posit it market rket sha hare e po positions ns in mor

  • re

e rur ural l markets rkets wh where re we we can affect fect pr pricing ng

  • Presen

ence e near r larger ger cities pu puts us us in po position n to ca

  • capt

ptur ure e lending ding

  • p
  • ppo

portuniti nities es in mor

  • re

e ur urban an mark rkets ets (e.g.

  • g. Clevel

veland and, , Akr kron,

  • n, Canto

nton, n, Cinci cinnat nnati and d Col

  • lum

umbus)

MSA Rank Deposits ($000)* Deposit Market Share (%) Marietta, OH 1 706,482 46.79% Wilmington, OH 1 210,914 34.21% Cambridge, OH 1 219,162 34.22% Coshocton, OH 2 113,920 22.47% Portsmouth, OH 3 129,467 16.22% Point Pleasant, WV 3 82,809 22.64% Athens, OH 3 88,222 12.22% Jackson, OH 4 63,993 15.71% Parkersburg-Vienna, WV 7 112,015 6.92% Zanesville, OH 7 22,584 1.58% Mount Vernon, OH 9 10,963 1.32% Cincinnati, OH-KY-IN 14 414,826 0.37% Huntington-Ashland, WV-KY-OH 17 126,837 2.22% Akron, OH 19 87,722 0.63% Cleveland-Elyria, OH 24 115,658 0.17% Columbus, OH 28 97,136 0.14% Non-MSA 348,717 Total 2,951,427 *Source: S&P Global Market Intelligence @ 6/ 30/ 18 From Annual Summary of Deposits Report

Note: Green areas represent more urban population centers

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SLIDE 21

Q3 2018 18 Pe Perf rformanc

  • rmance
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SLIDE 22

Thi hird rd Quarter rter 2018 18 High ghlig light hts s

  • Reported
  • rted thir

ird d quarter rter net t incom

  • me

e of

  • f $1

$12. 2.7 7 mil illi lion

  • n

– $13.6 million excluding acquisition-related costs and pension settlement charges*

  • Non-int

interest rest incom

  • me,

, excl clud uding ing gains ns and d los

  • sses,

ses, grew ew 4% 4% com

  • mpared

ared to the he second

  • nd quarte

arter of 2018

  • Core

re effic icienc iency y ratio io, , adjust justed ed to excl clude ude acquisi uisiti tion

  • n-rel

elate ated exp xpens enses es and pens nsion ion settl ttleme ment nt charge arges, s, was 60.8% for the quarter* rter*

  • Average

rage loan balanc ances grew w $399 mill llion, ion, or 17%, compare pared d to the thir ird d quarte rter of 2017. Orga rganic nic loan n balance ances grew ew $164 mill llion, ion, or 7%, compare pared d to Septe tembe mber r 30, 2017.

  • Achie

ieve ved d deposi

  • sit

t grow

  • wth

th of

  • f $9

$91. 1.9 9 mill llio ion, n, or

  • r 3%

3%, com

  • mpare

ared to

  • June

ne 30, 2018, and decrease creased d loans ns-to to-depo eposit its s ratio io from

  • m 91

91% to

  • 89

89%

  • Red

educed uced classif ssified ied asset sets s by $7 mill llion, ion, or 12%, comp mpar ared ed to June ne 30, 2018

  • Annual

ualiz ized d net t charge arge-offs

  • ffs as a per

ercent cent of

  • f avera

erage ge gros

  • ss loa
  • ans

ns was 0.10% for Q3 3 20 2018 18

22

*Non-GAAP financial measure. See appendix.

slide-23
SLIDE 23

Tot

  • tal

l Re Reve venu nue e Gr Grow

  • wth

$15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18* Q3-18*

$26,123 $26,667 $26,945 $28,090 $29,220 $29,122 $29,359 $32,808 $33,324 $13,538 $12,111 $13,334 $13,590 $12,610 $13,119 $14,894 $13,807 $14,341

Net Interest Income Non-Interest Income, Excluding Gains and Losses

23 (thousands) Not to scale

20% increase ease in tota tal l revenue enue from m Q3 Q3-16 16 to Q3 Q3-18 18

* The second and third quarters of 2018 benefited from the acquisition of ASB. Loans acquired, coupled with increasing loan yields, contributed to the increase in net interest income, and the acquired mortgage origination operation contributed to the increase in non-interest income.

Includes ASB

slide-24
SLIDE 24

Cor

  • re

e Non

  • n-Interest

nterest Expe pens nse* e*

$17,000 $19,000 $21,000 $23,000 $25,000 $27,000 $29,000 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18** Q3-18

$26,536 $27,331 $26,680 $26,558 $26,823 $28,072 $29,026 $29,978

Core Non-Interest Expenses * Ongoing Expenses Resulting from ASB Acqusition 24

* Non-GAAP financial measure. See Appendix.

(thousands) Not to scale

Eight ht consec secutive utive quarters rters of control trolled led expe penses nses

** Q2 2018 included ongoing expenses resulting from the ASB acquisition, such as salaries and occupancy expenses.

$889

slide-25
SLIDE 25

Adj djust sted ed Op Oper erating ting Lev ever erage age

25

Adjust sted ed operati rating ng leverage erage is the differenc ference e betwe tween en total tal revenue enue growth

  • wth and non-

intere erest st expense ense growt wth, , on a percentage centage basis, s, exclud luding ng acquis isiti ition-related related expe penses nses and pensi sion

  • n settlement

ttlement charge ges. s.

0% 2% 4% 6% FY-16 FY-17 YTD-18

5% 5% 3%

Versus s the prior

  • r year, adjust

sted ed operati ating ng leverag age e was posit itive ve for fiscal al years 2016 and 2017, and for the year-to to-dat date e period

  • d through

ugh Septemb mber er 30, 2018. Versus s the same e quarter in th the prior r year, adjust sted ed operati ating ng leverag age e has been posit itive ve for six of the past eight quarters. .

  • 5%

0% 5% 10% Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18

3% 0% 7% 7% 8% 7% 0% 1%

Adjusted operating leverage is a non-GAAP financial measure since it excludes the impact of acquisition-related expenses and pension settlement charges.

slide-26
SLIDE 26

Cor

  • re

e Efficien ciency cy Ra Ratio*

  • *

60.00% 61.00% 62.00% 63.00% 64.00% 65.00% 66.00% Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 64.83% 64.89% 61.19% 60.74% 60.71% 61.42% 62.03% 60.80%

26

Effici ciency ency ratio io has improved roved as a result ult of expe pense nse control trol and revenue enue growth

  • wth

* The Core Efficiency Ratio is a non-GAAP financial measure (see Appendix). It excludes acquisition costs, system upgrade costs, pension settlement

charges, severance charges and certain other non-core expenses. 9% Impro rovement nt from FY FY 2015 2015 to YTD 2018 18

58.00% 59.00% 60.00% 61.00% 62.00% 63.00% 64.00% 65.00% 66.00% 67.00% 68.00% FY-15 FY-16 FY-17 YTD-18 67.49% 64.30% 61.85% 61.41%

6% Impro rovement nt from Q4 2016 16 to Q3 2018 18

slide-27
SLIDE 27

Dep eposits

  • sits Pe

Per r Bra ranch nch

Depo posit sits s pe per ful ull servic vice e branch anch ha has trended nded up upwa ward rd since e 2015, , assisting ing us us in being ing a mor

  • re efficien

cient bank nk.

27

60 65 70 75 $30,000,000 $32,000,000 $34,000,000 $36,000,000 $38,000,000 $40,000,000 $42,000,000 $44,000,000 1/1/15 1/1/16 1/1/17 1/1/18

Total Deposi

  • sits Per Full Service

ce Branch

Deposits/Full Service Branch Full-Service Bank Branches

12/31/15 12/31/16 12/31/17 9/30/18

slide-28
SLIDE 28

Quarter

1.72% 1.71% 1.65% 1.81% 1.74% 1.76% 1.65% 1.76% 1.30% 1.40% 1.50% 1.60% 1.70% 1.80% 1.90% 2.00% 2.10% 2.20% $48,000 $50,000 $52,000 $54,000 $56,000 $58,000 $60,000 $62,000 $64,000 $66,000 $68,000

Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD- 18

Adjusted PPNR Adjusted PPNR to Total Average Assets

Year

Impro provemen vement t in Ke n Key y Me Metri rics cs

1.22% 1.00% 1.32% 1.32% 1.33% 1.10% 1.33%

0.60% 0.80% 1.00% 1.20% 1.40% Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD-18

Adjusted Return on Average Assets (1) 28

Return on average assets, return on average tangible stockholders’ equity, PPNR and PPNR to total average assets are presented on an annualized basis. Return on average tangible stockholders’ equity, tangible book value per share, PPNR and PPNR to total average assets are non-GAAP financial measures (see Appendix). 14.58% 12.09% 16.14% 16.52% 16.52% 13.33% 16.45%

8.00% 10.00% 12.00% 14.00% 16.00% 18.00% Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD-18

Adjusted Return on Average Tangible Stockholders’ Equity (1)(2)

$17.15 $17.17 $17.04 $17.17 $17.44

$16.70 $16.80 $16.90 $17.00 $17.10 $17.20 $17.30 $17.40 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18

Tangible Book Value Per Share

Quarter Year Quarter

Peoples’ focus on steadily growing loans and d deposi sits, ts, managi naging ng expense enses, s, and d incre reasing sing

  • per

erating ating levera verage, e, has resulted sulted in impro rovement ment in key financial ancial metri etrics. s.

Year

(2) The tax effect of amortization of other intangible assets, which is part of this calculation, uses a 21% federal statutory corporate income tax rate for the 2018 periods, and a 35% federal statutory corporate income tax rate for all previous periods shown.

(1) (1)

(1) Q2 and Q3 2018 and YTD 2018 information is adjusted to exclude acquisition-related costs and pension settlement charges. See Appendix.

slide-29
SLIDE 29

Ass sset et Qualit lity y – NPA PAs/ s/Assets ssets

29

0.51% 0.47% 0.53% 0.62% 0.68% 0.58% 0.54% 0.50% 0.49% 0.45% 0.43% 0.46%

0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 $1-10 billion Midwest Banks Peoples Bank

Nonperf erform rming ng asset ets s (NPA PAs) s) as a percentage centage of total tal asset ets have consi siste stently ntly been n superi erior

  • r to Midwest

west banks s with h $1 - $10 billio ion n in total al asset ets. s.

NPAs / Assets

Source: S&P Global Market Intelligence. Non-performing assets are defined as nonaccrual loans plus troubled debt restructurings plus other-real estate owned.

  • Peer data as of September 30, 2018 is not yet available.

*

slide-30
SLIDE 30

NPA PA Com

  • mpositi

position

  • n

30

Nonperfor formin ing g asset ets s (NPAs) at 9/30/18 were primar arily ly compo posed sed of well-col colla later eraliz lized d commerci cial al real estate e and residen ential al real estate loans, s, consisten istent with h trend noted d in recent quarters. s.

$- $5 $10 $15 $20 $25 $30 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 CRE Residential C&I HELOC Consumer

($millions)

slide-31
SLIDE 31

Ass sset et Qualit lity

31

Criti tici cized ed and Classifi sified ed loan level els s remai ain n reasona

  • nable

ble

* In accordance with Securities and Exchange Commission reporting methodologies. Criticized loans includes loans categorized as special mention, substandard or doubtful. Classified loans includes loans categorized as substandard or doubtful.

$19,346 $21,325 $18,293 $16,921 $16,219 $15,692 $16,202 $16,069 $16,235 30.4% 29.9% 30.1% 32.3% 27.4% 25.6% 32.2% 31.3% 30.0% 16.5% 17.4% 16.8% 15.4% 11.7% 13.1% 12.4% 14.4% 12.4% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000

Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18

Nonaccrual Loans Criticized Loans / Tier 1 Capital + ALLL * Classified Loans / Tier 1 Capital + ALLL *

slide-32
SLIDE 32

32

Loa

  • an

n Com

  • mposition

position

Cons nstructi truction 4.3%

CRE 30.4% C & I 20.4% Residential ential Real l Estat ate 22.5% HELOCs Cs 5.0% Consum umer er, , Indirec rect 14.7% Consum umer er, , direc ect 2.8%

Loan Portfoli rtfolio

  • (Exclu

cluding ding Deposit

  • sit ODs)

s) Comme mercia rcial l Real Estate te Portfoli rtfolio*

  • *

Data as of Septe tember r 30, 2018 18 *Expos

  • sur

ure Includ uding ng Commitm tments nts

Multi i Family 15.5% 5% Mixed Use 12.6% 6% Resident ntia ial Constru ruction ion 0.4% Light Industria rial 7.5% Child Care 0.6% Educatio iona nal l Servic ices 0.8% Office 11.5% 5% Retail il 5.9% Lodgin ing g 3.2% Warehouse 3.0% Assisted Living 5.1% Other 33.9% 9%

Tota tal l loan n portf tfoli lio = $2,70 707,7 7,727 27 Tota tal CRE portf tfoli

  • lio =

= $939,3 ,325 The Commerc rcia ial l Real l Estate te Portf tfoli lio was compri prised d of loans ns to the follow lowing ing indus ustrie tries at Septe tembe ber 30, 2018 18.

slide-33
SLIDE 33

Tot

  • tal

l Loa

  • an

n Gr Grow

  • wth

th

$2,294 $2,327 $2,357 $2,402 $2,457 $2,708 $2,000 $2,100 $2,200 $2,300 $2,400 $2,500 $2,600 $2,700 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18

Total Loans Except ASB ASB Acquired Loans Average Loan Balances

33 ($millions)

Orga gani nic c loan growt wth h was 7% over r Sept ptemb ember 30 30, , 2017

$229

slide-34
SLIDE 34

$500 $1,000 $1,500 $2,000 $2,500 $3,000 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Non-interest-bearing DDAs Interest-bearing DDAs Savings accounts Retail certificates of deposit Money market deposit accounts Governmental deposit accounts Brokered certificates of deposit ASB acquired deposits

Dep eposit

  • sit Gro

rowth

34 ($millions)

Depo posits sits were e up 3% compa pared red to June e 30, , 2018 For r the e quarter rter ended ed Sept ptemb ember er 30, 2018, 8, cost t of deposits

  • sits was 0.66%

66%

42% 42% 41% 40%

$2,813 $2,949 $2,665 $2,730

} DDAs

$3,041

38%

slide-35
SLIDE 35

Dep eposit

  • sit Cos
  • sts

s and nd Bet etas

35

0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% PEBO SRCE CHCO CCNE FMNB FISI FCF FDEF THFF FRME LKFN PRK NWBI STBA SYBT TMP TSC UCFC

Q1 18 to Q3 18 Change in Interest Bearing Deposit (“IBD”) Cost

Mean = 0.25% Median = 0.25% Q118 to Q318 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% PEBO SRCE CHCO CCNE FMNB FISI FCF FDEF THFF FRME LKFN PRK NWBI STBA SYBT TMP TSC UCFC

Q3 2018 IBD Cost

Mean = 0.88% Median = 0.81% 3Q18

  • Interest bearing deposit cost has risen in line with
  • ur peer group mean from Q1 ‘18 to Q3 ‘18.
  • Third quarter interest bearing deposit cost is in the

bottom quartile of our peer group at 66 basis points.

  • Deposit beta since the inception of the FED

tightening (December 2015) is 17.50%.

  • All in cost of deposits for the third quarter and first

nine months of 2018, including non interest bearing DDAs is 53 and 43 basis points, respectively.

This data represents the change in interest bearing deposit costs compared to the prior quarter. The cumulative percentages represent the total change in interest bearing deposit costs over the quarters shown, divided by the total basis point change over that period, as there were seven and eight rate hikes of 25 basis points each during the two periods, respectively. Source: Keefe, Bruyette & Woods, Inc., except PEBO Cumulative: Q4 2015 to Q3 2018 in the bottom right graph

slide-36
SLIDE 36

Earn rning ing Ass sset et Mi Mix

36 Total Earning Assets

Since e 2013, 3, the percentage centage of earnin ing g asset ets s compose

  • sed

d of invest stment ments s has decrease eased, d, while le the e percentage centage compose

  • sed

d of loans has increase eased. d.

36% 31% 30% 28% 27% 27% 25% 24% 64% 69% 70% 72% 73% 73% 75% 76% 20% 30% 40% 50% 60% 70% 80% $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000

FY-13 FY-14 FY-15 FY-16 FY-17 Q1-18 Q2-18 Q3-18

Investments Loans Investments % Loans % Percentage of Total Earning Assets

slide-37
SLIDE 37

Pr Prude dent nt Use se of

  • f Capi

pital tal

  • Divide

dends nds

– Consistently evaluate dividend and adjust accordingly. Annualized dividend yield for the third quarter of 2018 was 3.20%.

  • Acquisi

isiti tions

  • ns

– One insurance acquisition and three bank acquisitions were completed in 2014 – One insurance acquisition and one bank acquisition were completed in 2015 – One investment acquisition was completed in 2016 – Two insurance acquisitions were completed in 2017 – A bank acquisition was completed in April 2018, and another was announced in October 2018

  • Capital

tal priori rities ties

– Organic growth, dividends, and acquisition activities

37

$0.15 $0.16 $0.16 $0.17 $0.20 $0.20 $0.22 $0.22 $0.26 $0.28 $0.28 $0.30 $0.10 $0.15 $0.20 $0.25 $0.30 $0.35 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18

Cash Dividends Declared Per Share

slide-38
SLIDE 38

CRE RE Con

  • ncentration

entration Ana nalysis ysis

38

  • CRE ex

exposu

  • sure

e is wel ell bel elow

  • w supervisory

pervisory criteria eria es establ blished ished to iden entify fy institutions tions with hei eightened ened CRE concentra entration tion risk

– Exposure levels also compare favorably to peer institution concentration levels – Concentration levels have improved relative to peers on a linked quarter basis

Source: S&P Global Market Intelligence, Commercial Bank Call Report Data as

  • f 6/30/18. Per April 2013 OCC-FRB Guidance. CLD Loans defined as total

loans for construction, land, and land development. CRE Loans defined as total non-owner-occupied CRE loans (including CLD)

Peer financial institutions are used in this presentation. The parent holding companies of these financial institutions did not comprise the peer group of financial institution holding companies used by Peoples’ Compensation Committee in analyzing and setting executive compensation for 2018.

223% 162% 0% 50% 100% 150% 200% 250% 300% 350% 400%

Peer er Bank k Subs bs - CRE Loans ns / Risk-Based Based Capital tal

300% is the level considered heightened CRE concentration risk per supervisory guidance

slide-39
SLIDE 39

CRE RE Con

  • ncentration

entration Ana nalysis ysis

39

Source: S&P Global Market Intelligence, Commercial Bank Call Report Data as

  • f 6/30/18. Per April 2013 OCC-FRB Guidance. CLD Loans defined as total

loans for construction, land, and land development. CRE Loans defined as total non-owner-occupied CRE loans (including CLD)

Peer financial institutions are used in this presentation. The parent holding companies of these financial institutions did not comprise the peer group of financial institution holding companies used by Peoples’ Compensation Committee in analyzing and setting executive compensation for 2018.

47% 34% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110%

UCFC FRME SYBT CCNE FDEF HBNC Universe $1-$10 B SMMF TMP GABC STBA LKFN PEBO FISI FCF* FMNB THFF CTBI PRK NWBI TSC SRCE CHCO

Peer er Bank nk Subs --

  • - Cons

nstruc tructi tion, , Land, nd, and d Land nd Develo elopme pment nt Loans ans / Risk-Bas ased ed Capit ital al

100% is the level considered heightened construction, land and land development concentration risk per supervisory guidance

slide-40
SLIDE 40

Busi siness ness Highl ghlig ights ts

  • Com
  • mmer

mercial cial Banki nking ng

– Average loans up 15% from Q3 2017 – $25 million lending “house limit” although legal limit is over $50 million

  • Re

Retai ail l Banki nking ng

– Indirect loans grew by $61.0 million, or 18%, since September 30, 2017 – Consumer DDA accounts at 43% of total consumer deposits

  • Insuran

urance

– Commercial Property & Casualty lines comprising 56.0% of revenue – Expanding Life & Health segment comprising 14.5% of revenue

  • Tru

rust st and d Investm vestments ents

– $2.4 billion in assets under administration and management, up 5% from September 30, 2017 – Q3 2018 non-interest income, was up 10% over Q3 2017 – Retirement planning, 401(k) administration, brokerage and trust services

40

slide-41
SLIDE 41

Ins nsuran ance ce & I Inv nvest stment ment Inc ncome me Compo mposition sition

41 Life & Health lth 14.5% P&C C Comm mmercial cial Lines 56.0% Perfo formanc ance based ** 10.2% P&C C Perso sonal nal Lines 15.3% Other 4.1% Brokera kerage ge 31.4% Fiduciar iary 52.9% Employ

  • yee

ee Benefits fits 15.7%

Insur uranc ance e Revenue enue * Investme estment nt Revenue enue *

* Trail ilin ing Twelve elve Mont nths from m 9/ 9/30 30/18 /18

** ** Approxim

ximately ly 90% attrib ibutable le to P&C Commerc rcia ial l Lines

Total al insuran rance ce reven venue e for the traili ling g twelve lve months from

  • m 9/30/

/30/18 8 = $ $ 14, 4,75 754, 4,55 551 Total al inves estment ment revenu venue e for r the traili ling ng twelve lve months from

  • m 9/30/

/30/18 8 = $ 12, 2,47 471, 1,11 110

slide-42
SLIDE 42

42

Fi Financial nancial Ex Expect ectations ations – Q4 Q4 201 2018

  • Ann

nnual ualized ized org rganic anic lo loan n gro rowth th of 5% 5% to 7% 7%

  • Qu

Quart rter erly cre redi dit cost sts s simi milar r to those se re recogni

  • gnize

zed d in the third rd qua uart rter er

  • A ne

net in intere rest st ma marg rgin in of appro roxi ximate mately ly 3. 3.70% 70%

  • Total

al non-intere nterest st income me, , excl cluding uding net gains ns and losses, es, of betwee ween n $13 13 and $14 14 mi million

  • Total

al no non-inter interest est expense ense sim imil ilar r to the thir ird qua uarte rter r of 20 2018 18

  • A q

qua uart rter erly y effici ciency ency ra ratio between een 60% and 62% 62%

  • A 1

19% effec ecti tive ve federal ral income e tax x ra rate

  • Mi

Mini nima mal l acqui quisi siti tion

  • n cost

sts s re rela lated ted to ASB; some me re rela lated ed to Fir irst Pre restonsb

  • nsbur

urg

slide-43
SLIDE 43

App ppen endix dix

slide-44
SLIDE 44

Non

  • n-GAA

GAAP P Me Measu sures res

44

PRE-PROVISION NET REVENUE

Pre-provision net revenue (PPNR) has become a key financial measure used by state and federal bank regulatory agencies when assessing the capital adequacy of financial institutions. Pre-provision net revenue is defined as net interest income plus total non-interest income minus total non-interest expense while excluding the provision for loan losses and all gains and losses included in earnings. PPNR represents the earnings capacity that can be either retained in order to build capital or used to absorb unexpected losses and preserve existing capital.

(a) Presented on an annualized basis

($ in Thousands) Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD-18 Income before income taxes 16,022 $ 14,340 $ 14,124 $ 8,904 $ 15,546 $ 57,203 $ 38,574 $ Add: Provision for loan losses 1,086 1,115 1,983 1,188 1,302 3,772 4,473 Add: Loss on debt extinguishment – – – 13 – – 13 Add: Loss on OREO 2 105 5 – – 129 – Add: Loss on securities – – – 147 – – 146 Add: Loss on other assets 38 39 – 406 – 105 315 Less: Gain on OREO 15 – – 14 – 13 9 Less: Gains on securities 1,861 764 1 – – 2,983 – Less: Gains on other assets – – 79 – 12 158 – Pre-provision net revenue 15,272 $ 14,835 $ 16,032 $ 10,644 $ 16,836 $ 58,055 $ 43,512 $ Average assets (in millions) 3,541 $ 3,562 $ 3,597 $ 3,898 $ 3,998 $ 3,510 $ 3,833 $ Pre-provision net revenue to average assets (a) 1.71% 1.65% 1.81% 1.10% 1.67% 1.65% 1.52%

slide-45
SLIDE 45

Non

  • n-GAA

GAAP P Me Measu sures res

45

ADJUSTED PRE-PROVISION NET REVENUE

Pre-provision net revenue (PPNR) has become a key financial measure used by state and federal bank regulatory agencies when assessing the capital adequacy of financial institutions. Adjusted pre-provision net revenue is defined as net interest income, excluding acquisition-related costs and pension settlement charges, plus total non-interest income minus total non-interest expense while excluding the provision for loan losses and all gains and losses included in earnings. PPNR represents the earnings capacity that can be either retained in order to build capital or used to absorb unexpected losses and preserve existing capital.

(a) Presented on an annualized basis

($ in Thousands) Q2-18 Q3-18 YTD-18 Income before income taxes 8,904 $ 15,546 $ 38,574 $ Add: Acquisition-related costs 6,261 675 6,880 Add: Pension settlement charges – 176 176 Add: Provision for loan losses 1,188 1,302 4,473 Add: Loss on debt extinguishment 13 – 13 Add: Loss on securities 147 – 146 Add: Loss on other assets 406 – 315 Less: Gain on other assets – 12 – Less: Gain on OREO 14 – 9 Pre-provision net revenue 16,905 $ 17,687 $ 50,568 $ Average assets (in millions) 3,898 $ 3,998 $ 3,833 $ Pre-provision net revenue to average assets (a) 1.74% 1.76% 1.76%

slide-46
SLIDE 46

Non

  • n-GAA

GAAP P Me Measu sures res

46

CORE NON-INTEREST INCOME, EXCLUDING GAINS AND LOSSES

Core non-interest income, excluding gains and losses, is a financial measure used to evaluate Peoples’ recurring non- interest revenue stream. This measure is non-GAAP since it excludes the impact of system upgrade revenue waived.

($ in Thousands)

Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Total non-interest income, excluding gains and losses 12,111 $ 13,334 $ 13,590 $ 12,610 $ 13,119 $ 14,894 $ 13,807 $ 14,341 $ Plus: System upgrade revenue waived 85

  • Total non-core, non-interest income,

excluding gains and losses 85 $

  • $
  • $
  • $
  • $
  • $
  • $
  • $

Core non-interest income, excluding gains and losses 12,196 $ 13,334 $ 13,590 $ 12,610 $ 13,119 $ 14,894 $ 13,807 $ 14,341 $

($ in Thousands)

FY-15 FY-16 FY-17 YTD-18 Total non-interest income, excluding gains and losses 47,441 $ 51,070 $ 52,653 $ 43,042 $ Plus: System upgrade revenue waived

  • 85
  • Total non-core, non-interest income, excluding

gains and losses

  • $

85 $

  • $
  • $

Core non-interest income, excluding gains and losses 47,441 $ 51,155 $ 52,653 $ 43,042 $

slide-47
SLIDE 47

Non

  • n-GAA

GAAP P Me Measu sures res

47

CORE NON-INTEREST EXPENSE

Core non-interest expense is a financial measure used to evaluate Peoples’ recurring expense stream. This measure is non-GAAP since it excludes the impact of system upgrade costs, acquisition-related costs, pension settlement charges, severance charges, search firm fees and legal settlement charges.

($ in Thousands)

Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Total non-interest expense 27,282 $ 27,331 $ 26,680 $ 26,558 $ 27,406 $ 28,221 $ 35,971 $ 30,829 $ Less: system upgrade costs 746

  • Less: acquisition-related expenses
  • 341

149 6,056 675 Less: pension settlement charges

  • 242
  • 176

Total non-core expenses 746 $

  • $
  • $
  • $

583 $ 149 $ 6,056 $ 851 $ Core non-interest expenses 26,536 $ 27,331 $ 26,680 $ 26,558 $ 26,823 $ 28,072 $ 29,915 $ 29,978 $

($ in Thousands)

FY-15 FY-16 FY-17 YTD-18 Total non-interest expense 115,081 $ 106,911 $ 107,975 $ 95,021 $ Less: acquisition-related expenses 10,722

  • 341

6,880 Less: system upgrade costs

  • 1,259
  • Less: pension settlement charges

459

  • 242

176 Less: other non-core charges 592

  • Total non-core expenses

11,773 $ 1,259 $ 583 $ 7,056 $ Core non-interest expenses 103,308 $ 105,652 $ 107,392 $ 87,965 $

slide-48
SLIDE 48

Non

  • n-GAA

GAAP P Me Measu sures res

48

EFFICIENCY RATIO

The efficiency ratio is a key financial measure used to monitor performance. The efficiency ratio is calculated as total non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and all losses). This measure is non-GAAP since it excludes amortization of other intangible assets and all gains and/or losses included in earnings, and uses fully tax-equivalent net interest income.

($ in Thousands)

Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Total non-interest expense 27,282 $ 27,331 $ 26,680 $ 26,558 $ 27,406 $ 28,221 $ 35,971 $ 30,829 $ Less: amortization of other intangible assets 1,007 863 871 869 913 754 861 862 Efficiency ratio numerator 26,275 $ 26,468 $ 25,809 $ 25,689 $ 26,493 $ 27,467 $ 35,110 $ 29,967 $ Net interest income, fully tax-equivalent 27,184 $ 27,458 $ 28,586 $ 29,680 $ 29,562 $ 29,586 $ 33,031 $ 33,545 $ Non-interest income, excluding gains and losses 12,111 13,334 13,590 12,610 13,119 14,894 13,807 14,341 Efficiency ratio denominator 39,295 $ 40,792 $ 42,176 $ 42,290 $ 42,681 $ 44,480 $ 46,838 $ 47,886 $ Efficiency ratio 66.87% 64.89% 61.19% 60.74% 62.07% 61.75% 74.96% 62.58%

($ in Thousands)

FY-15 FY-16 FY-17 YTD-18 Total non-interest expense 115,081 $ 106,911 $ 107,975 $ 95,021 $ Less: amortization of other intangible assets 4,077 4,030 3,516 2,477 Efficiency ratio numerator 111,004 $ 102,881 $ 104,459 $ 92,544 $ Net interest income, fully tax-equivalent 99,588 $ 106,892 $ 115,290 $ 96,161 $ Non-interest income, excluding gains and losses 47,441 51,070 52,653 43,042 Efficiency ratio denominator 147,029 $ 157,962 $ 167,943 $ 139,203 $ Efficiency ratio 75.50% 65.13% 62.20% 66.48%

slide-49
SLIDE 49

Non

  • n-GAA

GAAP P Me Measu sures res

49

ADJUSTED EFFICIENCY RATIO

The adjusted efficiency ratio is a key financial measure used to monitor performance. The adjusted efficiency ratio is calculated as core non-interest expense (less amortization of other intangible assets) as a percentage of fully tax-equivalent net interest income plus total non-interest income (excluding all gains and all losses). This measure is non-GAAP since it uses core non-interest expenses (which excludes the impact of system upgrade costs, acquisition-related costs, pension settlement charges, severance charges, search firm fees, and legal settlement charges) and core non-interest income (which excludes system upgrade revenue waived), excludes amortization of other intangible assets and all gains and/or losses included in earnings, and uses fully tax-equivalent net interest income.

($ in Thousands)

Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Total core non-interest expenses 26,536 $ 27,331 $ 26,680 $ 26,558 $ 26,823 $ 28,072 $ 29,915 $ 29,978 $ Less: amortization of other intangible assets 1,007 863 871 869 913 754 861 862 Adjusted efficiency ratio numerator 25,529 $ 26,468 $ 25,809 $ 25,689 $ 25,910 $ 27,318 $ 29,054 $ 29,116 $ Net interest income, fully tax-equivalent 27,184 $ 27,458 $ 28,586 $ 29,680 $ 29,562 $ 29,586 $ 33,031 $ 33,545 $ Core non-interest income, excluding gains and losses 12,196 13,334 13,590 12,610 13,119 14,894 13,807 14,341 Adjusted efficiency ratio denominator 39,380 $ 40,792 $ 42,176 $ 42,290 $ 42,681 $ 44,480 $ 46,838 $ 47,886 $ Adjusted efficiency ratio 64.83% 64.89% 61.19% 60.74% 60.71% 61.42% 62.03% 60.80%

($ in Thousands)

FY-15 FY-16 FY-17 YTD-18 Total core non-interest expenses 103,308 $ 105,652 $ 107,392 $ 87,965 $ Less: amortization of other intangible assets 4,077 4,030 3,516 2,477 Adjusted efficiency ratio numerator 99,231 $ 101,622 $ 103,876 $ 85,488 $ Net interest income, fully tax-equivalent 99,590 $ 106,892 $ 115,290 $ 96,161 $ Core non-interest income excluding gains and losses 47,441 51,155 52,653 43,042 Adjusted efficiency ratio denominator 147,031 $ 158,047 $ 167,943 $ 139,203 $ Adjusted efficiency ratio 67.49% 64.30% 61.85% 61.41%

slide-50
SLIDE 50

50

Non

  • n-GAA

GAAP P Me Measu sures res

($ in Thousdands) Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Tangible Equity: Total stockholders' equity 457,386 $ 458,592 $ 456,815 $ 499,339 $ 504,290 $ Less: goodwill and other intangible assets 143,859 144,576 143,820 163,953 163,401 Tangible equity 313,527 $ 314,016 $ 312,995 $ 335,386 $ 340,889 $ Tangible Assets: Total assets 3,552,412 $ 3,581,686 $ 3,634,929 $ 3,972,091 $ 4,003,089 $ Less: goodwill and other intangible assets 143,859 144,576 143,820 163,953 163,401 Tangible assets 3,408,553 $ 3,437,110 $ 3,491,109 $ 3,808,138 $ 3,839,688 $ Tangible Equity to Tangible Assets: Tangible equity 313,527 $ 314,016 $ 312,995 $ 335,386 $ 340,889 $ Tangible assets 3,408,553 $ 3,437,110 $ 3,491,109 $ 3,808,138 $ 3,839,688 $ Tangible equity to tangible assets 9.20% 9.14% 8.97% 8.81% 8.88% Tangible Book Value per Share: Tangible equity 313,527 $ 314,016 $ 312,995 $ 335,386 $ 340,889 $ Common shares outstanding 18,281,194 18,287,449 18,365,035 19,528,952 19,550,014 Tangible book value per share 17.15 $ 17.17 $ 17.04 $ 17.17 $ 17.44 $

TANGIBLE EQUITY RATIOS

Peoples uses tangible capital measures to evaluate the adequacy of Peoples’ stockholders’ equity. Such ratios represent non- GAAP financial measures since the calculation removes the impact of goodwill and other intangible assets acquired through acquisitions on both total stockholders' equity and total assets. Management believes this information is useful to investors since it facilitates the comparison of Peoples’ operating performance, financial condition and trends to peers, especially those without a level of intangible assets similar to that of Peoples. The following table reconciles the calculation of these non- GAAP financial measures to amounts reported in Peoples’ consolidated financial statements.

slide-51
SLIDE 51

51

Non

  • n-GAA

GAAP P Me Measu sures res

RETURN ON AVERAGE TANGIBLE STOCKHOLDERS’ EQUITY

The return on average tangible stockholders' equity ratio is a key financial measure used to monitor performance. It is calculated as net income (less after-tax impact of amortization of other intangible assets) divided by average tangible stockholders' equity. This measure is non-GAAP since it excludes the after-tax impact of amortization of other intangible assets from earnings and the impact of goodwill and other intangible assets acquired through acquisitions on total stockholders' equity.

($ in Thousands) Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD-18 Annualized Net Income Excluding Amortization of Other Intangible Assets: Net income 10,895 $ 9,001 $ 11,741 $ 7,892 $ 12,725 $ 38,471 $ 32,358 $ Add: amortization of other intangible assets 869 913 754 861 862 3,516 2,477 Less: tax effect (a) of amortization of other intangible assets 304 320 158 181 181 1,231 520 Net income excluding amortization of other intangible assets 11,460 $ 9,594 $ 12,337 $ 8,572 $ 13,406 $ 40,756 $ 34,315 $ Days in the period 92 92 90 91 92 365 273 Days in the year 365 365 365 365 365 365 365 Annualized net income 43,225 $ 35,710 $ 47,616 $ 31,655 $ 50,485 $ 38,471 $ 43,263 $ Annualized net income excluding amortization of other intangible assets 45,466 $ 38,063 $ 50,033 $ 34,382 $ 53,187 $ 40,756 $ 45,879 $ Average Tangible Stockholders' Equity: Total average stockholders' equity 456,198 $ 458,648 $ 454,232 $ 489,876 $ 501,785 $ 450,379 $ 482,138 $ Less: average goodwill and other intangible assets 144,267 143,942 144,190 161,600 163,615 144,696 156,540 Average tangible stockholders' equity 311,931 $ 314,706 $ 310,042 $ 328,276 $ 338,170 $ 305,683 $ 325,598 $

(a) Tax effect is calculated using a 21% federal statutory tax rate for the 2018 periods, and a 35% federal statutory tax rate for all other periods shown.

slide-52
SLIDE 52

52

Non

  • n-GAA

GAAP P Me Measu sures res

RETURN ON AVERAGE TANGIBLE STOCKHOLDERS’ EQUITY

Continued from previous slide.

($ in Thousands) Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 FY-17 YTD-18 Return on Average Stockholders' Equity Ratio: Annualized net income 43,225 $ 35,710 $ 47,616 $ 31,655 $ 50,485 $ 38,471 $ 43,263 $ Average stockholders' equity 456,198 $ 458,648 $ 454,232 $ 489,876 $ 501,785 $ 450,379 $ 482,138 $ Return on average stockholders' equity 9.47% 7.79% 10.48% 6.46% 10.06% 8.54% 8.97% Return on Average Tangible Stockholders' Equity Ratio: Annualized net income excluding amortization of other intangible assets 45,466 $ 38,063 $ 50,033 $ 34,382 $ 53,187 $ 40,756 $ 45,879 $ Average tangible stockholders' equity 311,931 $ 314,706 $ 310,042 $ 328,276 $ 338,170 $ 305,683 $ 325,598 $ Return on average tangible stockholders' equity 14.58% 12.09% 16.14% 10.47% 15.73% 13.33% 14.09%

slide-53
SLIDE 53

53

Non

  • n-GAA

GAAP P Me Measu sures res

ADJUSTED RETURN ON AVERAGE STOCKHOLDERS’ EQUITY

The adjusted return on average stockholders’ equity ratio is calculated as net income adjusted to exclude acquisition-related costs and pension settlement charges, divided by average total stockholders’ equity. This measure is non-GAAP since it excludes acquisition- related costs and pension settlement charges.

($ in Thousands) Q2-18 Q3-18 YTD-18 Annualized Net Income: Income before income taxes 8,904 $ 15,546 $ 38,574 $ Add: acquisition-related costs 6,261 674 7,083 Add: pension settlement charges

  • 176

176 Income before income taxes, excluding acquisition-related costs and pension settlement charges 15,165 $ 16,396 $ 45,833 $ Income tax expense on income before income taxes 1,012 2,821 6,216 Income tax expense on acquisition-related costs (a) 1,315 142 1,487 Income tax expense on pension settlement charges (a)

  • 37

37 Net income, excluding acquisition-related costs and pension settlement charges 12,838 $ 13,396 $ 38,093 $ Days in the period 91 92 273 Days in the year 365 365 365 Annualized net income excluding acquisition-related costs and pension settlement charges 51,493 $ 53,147 $ 50,930 $ Return on Average Stockholders' Equity Ratio: Annualized net income excluding acquisition-related costs and pension settlement charges 51,493 $ 53,147 $ 50,930 $ Average stockholders' equity 489,876 $ 501,785 $ 482,138 $ Adjusted return on average stockholders' equity 10.51% 10.59% 10.56%

(a) Tax effect is calculated using a 21% federal statutory tax rate for the 2018 periods.

slide-54
SLIDE 54

54

Non

  • n-GAA

GAAP P Me Measu sures res

($ in Thousands) Q2-18 Q3-18 YTD-18 Annualized Net Income: Net income 7,892 $ 12,725 $ 32,358 $ Add: acquisition-related costs 6,261 674 7,083 Less tax effect (a) of acquisition-related costs (1,315) (142) (1,487) Add: pension settlement charges

  • 176

176 Less tax effect (a) of pension settlement charges

  • (37)

(37) Add: amortization of other intangible assets 861 862 2,477 Less tax effect (a) of other intangible assets (181) (181) (520) Net income excluding acquisition-related costs, pension settlement charges, and amortization of other intangible assets 13,518 $ 14,077 $ 40,050 $ Days in the period 91 92 273 Days in the year 365 365 365 Net income excluding acquisition-related costs, pension settlement charges, and amortization of other intangible assets 54,221 $ 55,849 $ 53,547 $ Total average stockholders' equity 489,876 $ 501,785 $ 482,138 $ Less: average goodwill and other intangible assets 161,600 163,615 156,540 Average tangible stockholders' equity 328,276 $ 338,170 $ 325,598 $ Adjusted Return on Average Tangible Stockholders' Equity Ratio: Annualized net income excluding acquisition-related costs, pension settlement charges, and amortization

  • f other intangible assets

54,221 $ 55,849 $ 53,547 $ Average tangible stockholders' equity 328,276 $ 338,170 $ 325,598 $ Return on average tangible stockholders' equity 16.52% 16.52% 16.45%

ADJUSTED RETURN ON AVERAGE TANGIBLE STOCKHOLDERS’ EQUITY

The adjusted return on average tangible stockholders' equity ratio is a key financial measure used to monitor performance. It is calculated as net income adjusted to exclude acquisition-related costs and pension settlement charges, (less after-tax impact of amortization of other intangible assets) divided by average tangible stockholders' equity. This measure is non-GAAP since it excludes acquisition-related costs, pension settlement charges, and the after-tax impact of amortization of other intangible assets from earnings, and the impact of goodwill and other intangible assets acquired through acquisitions on total stockholders' equity.

(a) Tax effect is calculated using a 21% federal statutory tax rate for the 2018 periods.

slide-55
SLIDE 55

55

Non

  • n-GAA

GAAP P Me Measu sures res

ADJUSTED RETURN ON AVERAGE ASSETS

The adjusted return on average assets ratio is calculated as net income adjusted to exclude acquisition-related costs and pension settlement charges, divided by average total assets. This measure is non-GAAP since it excludes acquisition-related costs and pension settlement charges.

($ in Thousands) Q2-18 Q3-18 YTD-18 Annualized Net Income: Income before income taxes 8,904 $ 15,546 $ 38,574 $ Acquisition-related costs 6,261 674 7,083 Pension settlement charges

  • 176

176 Income before income taxes, excluding acquisition-related costs and pension settlement charges 15,165 $ 16,396 $ 45,833 $ Income tax expense on income before income taxes 1,012 2,821 6,216 Income tax expense on acquisition-related costs (a) 1,315 142 1,487 Income tax expense on pension settlement charges (a)

  • 37

37 Net income, excluding acquisition-related costs and pension settlement charges 12,838 $ 13,396 $ 38,093 $ Days in the period 91 92 273 Days in the year 365 365 365 Annualized net income excluding acquisition-related costs and pension settlement charges 51,493 $ 53,147 $ 50,930 $ Return on Average Assets Ratio: Annualized net income excluding acquisition-related costs and pension settlement charges 51,493 $ 53,147 $ 50,930 $ Average assets 3,897,957 $ 3,998,254 $ 3,832,554 $ Adjusted return on average assets 1.32% 1.33% 1.33%

(a) Tax effect is calculated using a 21% federal statutory tax rate for the 2018 periods.

slide-56
SLIDE 56

3rd Quarter rter 2018 18 Earn rnin ings gs Re Relea ease se