Management's discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in the accompanying consolidated financial statements for Codorus Valley Bancorp, Inc. ("Codorus Valley" or "the Corporation"), a bank holding company, and its wholly-owned subsidiary, PeoplesBank, A Codorus Valley Company ("PeoplesBank"), are provided below. Codorus Valley's consolidated financial condition and results of operations consist almost entirely of PeoplesBank's financial condition and results of operations. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

Forward-looking Statements

Management of the Corporation has made forward-looking statements in this Form 10-Q. These forward-looking statements may be subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When words such as "believes," "expects," "anticipates" or similar expressions occur in the Form 10-Q, management is making forward-looking statements.

Note that many factors, some of which are discussed elsewhere in this report and in the documents that are incorporated by reference, could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained or incorporated by reference in this Form 10-Q. These factors include, but are not limited to, the following:

?Operating, legal and regulatory risks;

?Credit risk, including an increase in nonperforming assets requiring loss provisions and the incurrence of carrying costs related to nonperforming assets;

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

?Declines in the market value of investment securities considered to be other-than-temporary;

?Unavailability of capital when needed, or availability at less than favorable terms;

?Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, which may adversely affect the Corporation's operations, net income or reputation;

?Inability to achieve merger-related synergies, and difficulties in integrating the business and operations of acquired institutions;

?A prolonged economic downturn or excessive inflation;

?Political and competitive forces affecting banking, securities, asset management and credit services businesses;

?Occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, or pandemics;

?The effects of and changes in the rate of FDIC premiums, including special assessments;

?Future legislative or administrative changes to U.S. governmental capital programs;

?Future changes in federal or state tax laws or tax rates;

?Enacted financial reform legislation, e.g., Dodd-Frank Wall Street Reform and Consumer Protection Act, may have a significant impact on the Corporation's business and results of operations;

?The risk that management's analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful; and

?Impact of COVID-19 pandemic.

COVID-19

Higher vaccination rates and a continued decline in COVID-19 cases in Pennsylvania and Maryland have resulted in lifting many state restrictions related to mask requirements, limited occupancy levels and social distancing. This has resulted in an increase in branch transactions and in-person deposit account openings compared to the first quarter.



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Associates

The first group of associates working remotely returned to the office on a full or part-time basis in June 2021. The process of associates returning to the office will continue in a phased approach through August. A long-term remote work policy was recently adopted allowing a portion of positions to work remotely on an ad hoc, part-time or full-time basis. This new employment strategy provides more work flexibility, broadens the employment geographic market, allows for the redeployment of office space, and ensures that PeoplesBank remains competitive in a tightening labor market.

Re-Opening

At the time of this filing, all Financial Centers are operating with regular lobby and drive thru hours. All Retirement Community Office lobbies are open. Three Loan Production Offices (Hanover, Centerville, and Bel Air) remain closed.

Client Hardship

PeoplesBank continues to responsibly and prudently extend credit to qualified borrowers. PeoplesBank has processed approximately 822 second round Paycheck Protection Program (PPP) loans totaling $77 million. These PPP loans support 9,800 jobs. The majority of these loans (87 percent) support small businesses with loan amounts below $150,000.

The Corporation undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report.

Critical Accounting Policies

The Corporation's critical accounting policies, as summarized in Note 1-Summary of Significant Accounting Policies, include those related to the allowance for loan losses and the fair value of its available-for-sale securities portfolio, which require management to make significant judgments, estimates and assumptions that have a material impact on the carrying value of the respective assets and liabilities. For this Form 10-Q, there were no material changes made to the Corporation's critical accounting policies, which are more fully disclosed in Item 7 of the Corporation's previously filed Annual Report on Form 10-K for the year ended December 31, 2020.




?

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Three Months Ended June 30, 2021 vs. Three Months Ended June 30, 2020



The schedule below presents selected performance metrics for the second quarter
of both 2021 and 2020.

                                                        Three months ended
                                                             June 30,
                                                        2021         2020
          Basic earnings per share                   $     0.33     $  0.31
          Diluted earnings per share                 $     0.33     $  0.31
          Cash dividend payout ratio                      39.12  %    51.22 %
          Return on average assets                         0.58  %     0.59 %
          Return on average equity                         6.56  %     6.37 %
          Net interest margin (tax equivalent basis)       2.80  %     3.07 %
          Net overhead ratio                               1.85  %     1.68 %
          Efficiency ratio                                74.81  %    65.52 %
          Average equity to average assets                 8.88  %     9.30 %

The Corporation's net income (earnings) was $3,282,000 for the quarter ended June 30, 2021, as compared to $3,050,000 for the quarter ended June 30, 2020, an increase of $232,000 or 8 percent.

A more detailed analysis of the factors and trends affecting the Corporation's earnings and financial position follows.

INCOME STATEMENT ANALYSIS

Net Interest Income

Unless otherwise noted, this section discusses interest income and interest expense amounts as reported in the Consolidated Statements of Income, which are not presented on a tax equivalent basis.

Net interest income for the quarter ended June 30, 2021 was $14,914,000, an increase of $14,000 or less than 1 percent compared to net interest income of $14,900,000 for the second quarter 2020.

The Corporation's net interest margin, computed as interest income (tax-equivalent basis) annualized as a percentage of average interest earning assets, was 2.80 percent for the second quarter 2021 compared to the 3.07 percent for the second quarter 2020. The net interest margin contraction was a result of lower interest rates on loans and higher volume and rate on long-term debt, partially offset by lower rates on interest bearing demand and time deposits.

Total interest income for the second quarter 2021 totaled $17,496,000, a decrease of $1,342,000 or 7 percent below the amount of total interest income for the second quarter 2020. The change was primarily a result of lower rates on commercial loans.

Interest and dividend income on investments decreased $11,000 or 1 percent in the second quarter 2021 compared to the same period in 2020. The average balance of the investment securities portfolio increased $23,940,000 or 14 percent when comparing the second quarter 2021 to the same period in 2020. The tax-equivalent yield on investments for the second quarter 2021 was 1.95 percent or 34 basis points lower than the 2.29 percent experienced in the second quarter 2020.

Interest income on loans decreased $1,388,000 or 8 percent in the second quarter 2021 compared to the same period in 2020. The average balance of outstanding loans, primarily commercial loans, decreased approximately $26,597,000 or 2 percent comparing the second quarter 2021 to the same period in 2020. Lower rates on the loan portfolio were the primary driver of the decrease in interest income on loans. The tax-equivalent yield on loans for the second quarter 2021 was 4.21 percent or 29 basis points less than the 4.50 percent experienced in the second quarter 2020.

Total interest expense for the second quarter 2021 was $2,582,000, a decrease of $1,356,000 or 34 percent as compared to total interest expense of $3,938,000 for the second quarter 2020. The change was primarily the result of a decrease in the cost of interest bearing demand and time deposits.

Interest expense on deposits decreased $1,552,000 or 44 percent in the second quarter 2021 compared to the same period in 2020. The average rate paid on interest bearing deposits was 0.53 percent in the second quarter 2021 or 48 basis points lower than the average rate paid of 1.01 percent in the second quarter 2020. The average balance of interest bearing deposits for the second quarter 2021 increased by $85,125,000 or 6 percent compared to the second quarter 2020. Also, the Corporation experienced favorable growth in noninterest-bearing deposits, with the average volume for the second quarter 2021 increasing 24 percent to $470,530,000 as compared to $378,549,000 for the second quarter 2020. The increase was primarily related to deposits associated with the origination of Paycheck Protection Program (PPP) loans and consumer stimulus payments.



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For the second quarter 2021 interest expense on borrowings (long-term debt and subordinated debentures) increased $197,000 or 46 percent compared to the second quarter 2020. Short-term borrowings consisting of repurchase agreements and other short-term borrowings averaged $10,617,000 for the second quarter 2021, compared to an average balance of $8,234,000 for the second quarter 2020. The rate on average short-term borrowings for the second quarter 2021 was 0.38 percent, a decrease as compared to a rate of 0.54 percent for the second quarter 2020. Long-term debt, which includes borrowings from the Federal Home Loan Bank of Pittsburgh (FHLBP) and subordinated debentures issued in December 2020 by the Corporation, averaged $71,249,000 for the second quarter 2021 and $66,406,000 for the second quarter 2020. For the second quarter 2021, the rate on average long-term borrowings was 3.51 percent, an increase of 93 basis points as compared to a rate of 2.58 percent for the second quarter 2020.

Table 1-Average Balances and Interest Rates (tax equivalent basis)



                                                Three months ended June 30,
                                        2021                                  2020
                           Average                Yield/         Average                Yield/

(dollars in thousands) Balance Interest Rate Balance Interest Rate



Assets
Interest bearing
deposits with banks      $   383,440   $     105      0.11 %   $   194,820   $      48      0.10 %
Investment securities:
Taxable                      170,961         813      1.91         143,861         784      2.19
Tax-exempt                    20,600         108      2.10          21,304         157      2.96
Total investment
securities                   191,561         921      1.93         165,165         941      2.29

Loans:
Taxable (1)                1,564,672      16,419      4.21       1,590,244      17,800      4.50
Tax-exempt                     9,078          91      4.02          10,103         100      3.98
Total loans                1,573,750      16,510      4.21       1,600,347      17,900      4.50
Total earning assets       2,148,751      17,536      3.27       1,960,332      18,889      3.88
Other assets (2)             103,034                                97,777
Total assets             $ 2,251,785                           $ 2,058,109
Liabilities and
Shareholders'
Equity
Deposits:
Interest bearing demand  $   836,011   $     426      0.20 %   $   747,550   $     654      0.35 %
Savings                      131,528          17      0.05          97,506          15      0.06
Time                         518,325       1,506      1.17         555,683       2,832      2.05
Total interest bearing
deposits                   1,485,864       1,949      0.53       1,400,739       3,501      1.01
Short-term borrowings         10,617          10      0.38           8,234          11      0.54
Long-term debt                71,249         623      3.51          66,406         426      2.58
Total interest bearing
liabilities                1,567,730       2,582      0.66       1,475,379       3,938      1.07

Noninterest bearing
deposits                     470,530                               378,549
Other liabilities             13,529                                12,684
Shareholders'
equity                       199,996                               191,497

Total liabilities and
shareholders'
equity                   $ 2,251,785                           $ 2,058,109
Net interest income (tax
equivalent basis)                      $  14,954                             $  14,951
Net interest margin (3)                               2.80 %                                3.07 %
Tax equivalent
adjustment                                  (40)                                  (51)
Net interest income                    $  14,914                             $  14,900

(1)Average balance includes average nonaccrual loans of $38,801,000 for 2021 and $25,749,000 for 2020.

Interest includes net loan fees of $1,956,000 for 2021 and $1,190,000 for 2020.

(2)Average balance includes average bank owned life insurance and foreclosed real estate.

(3)Net interest income (tax equivalent basis) annualized as a percentage of average earning assets.



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Table 2-Rate/Volume Analysis of Changes in Net Interest Income (tax equivalent
basis)

                                                       Three months ended
                                                            June 30,
                                                         2021 vs. 2020
                                             Increase (decrease) due to change in*
(dollars in thousands)                         Volume         Rate            Net

Interest Income
Interest bearing deposits with banks        $         47   $        10   $        57
Investment securities:
Taxable                                              247         (218)            29
Tax-exempt                                           (4)          (45)          (49)
Loans:
Taxable                                              345       (1,726)       (1,381)
Tax-exempt                                          (10)             1           (9)
Total interest income                                625       (1,978)       (1,353)
Interest Expense
Deposits:
Interest bearing demand                               79         (307)         (228)
Savings                                                5           (3)             2
Time                                               (190)       (1,136)       (1,326)
Short-term borrowings                                  3           (4)           (1)
Long-term debt                                        52           145           197
Total interest expense                              (51)       (1,305)       (1,356)

Net interest income (tax equivalent basis) $ 676 $ (673) $ 3

*Changes which are due to both volume and rate are allocated in proportion to their relationship to the amount of change attributed directly to volume or rate.

Provision for Loan Losses

The provision for loan losses is an expense charged to earnings to cover the estimated losses attributable to uncollected loans. The provision reflects management's judgment of an appropriate level for the allowance for loan losses. Provision for loan losses for the second quarter 2021 was $352,000, a $2,198,000 decrease as compared to $2,550,000 provision for the second quarter 2020. The decreased provision expense in the second quarter 2021 was attributed primarily to a partial charge off arising from a single commercial lending relationship and the impacts of COVID-19 in the prior period. Changes in the external environment created by COVID-19 continue to impact the qualitative factors for certain loan segments in the allowance for loan loss analysis. Both periods supported adequate allowance for loan loss coverage, however, changing economic conditions associated with the COVID-19 pandemic may require future adjustments. The allowance as a percentage of total loans was 1.43 percent at June 30, 2021, as compared to 1.38 percent at December 31, 2020 and 1.31 percent at June 30, 2020.

More information about the allowance for loan losses can be found in this report under the caption Allowance for Loan Losses on page 54.



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Noninterest Income

The following table presents the components of total noninterest income for the second quarter 2021, compared to the second quarter 2020.

Table 3 - Noninterest income



                                        Three months ended                  Change
                                             June 30,                 Increase (Decrease)
(dollars in thousands)               2021              2020             $            %

Trust and investment services
fees                             $      1,143       $       946   $         197        21 %
Income from mutual fund, annuity
and insurance sales                       344               249              95        38
Service charges on deposit
accounts                                1,319               975             344        35
Income from bank owned life
insurance                                 427               279             148        53
Other income                              359               482           (123)      (26)
Gain on sales of loans held for
sale                                      933               554             379        68
Loss on write down of assets
held for sale                         (1,174)                 0         (1,174)       *nm
Gain on sales of securities                 0                50            (50)     (100)
Total noninterest income         $      3,351       $     3,535   $       (184)       (5) %


*nm - not meaningful

The discussion that follows addresses changes in selected categories of noninterest income.

Trust and investment services fees-The $197,000 or 21 percent increase in trust and investment services fees is due to an increase in the client base during the second quarter 2021 compared to the second quarter 2020.

Income from mutual fund, annuity and insurance sales-The $95,000 or 38 percent increase in income from mutual fund, annuity and insurance sales is due to an increase in the client base during the second quarter 2021 compared to the second quarter 2020.

Service charges on deposit accounts-The $344,000 or 35 percent increase in service charges on deposit accounts is due to the waiver of overdraft and foreign ATM fees associated with the COVID-19 pandemic in the prior period.

Income from bank owned life insurance-The $148,000 or 53 percent increase in income from bank owned life insurance is due to the purchase of new insurance policies during the second quarter 2021.

Other income-The $123,000 or 26 percent decrease in other income is due to lower swap referral fees during the second quarter 2021 compared to the second quarter 2020.

Gain on sales of loans held for sale-The $379,000 or 68 percent increase in gain on sales of loans was due to the sale of a larger volume of the mortgage loans to the secondary market during the second quarter 2021 compared to the second quarter 2020.

Loss on write down of assets held for sale-The $1,174,000 increase in loss on write down of assets held for sale was due to the recognition of impairment expected on the sale of the Dover Financial Center during the second quarter 2021. The financial center is expected to close in the third quarter 2021 and the actual sale is expected to occur in the fourth quarter 2021.



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Noninterest Expense

The following table presents the components of total noninterest expense for the second quarter 2021, compared to the second quarter 2020.



Table 4 - Noninterest
expense

                                      Three months ended                          Change
                                           June 30,                        Increase (Decrease)
(dollars in thousands)          2021              2020                  $               %

Personnel                    $         8,268        $     7,196        $        1,072       15  %
Occupancy of premises, net               856                865                   (9)      (1)
Furniture and equipment                  793                841                  (48)      (6)
Professional and legal                   253                245                     8        3
Marketing                                438                311                   127       41
FDIC insurance                           192                172                    20       12
Debit card processing                    397                284                   113       40
Charitable donations                     750                 93                   657      706
External data processing                 858                704                   154       22
Gain on foreclosed real
estate, including recovery
of losses                                  0              (193)                   193      100
Impaired loan carrying costs              87                190                 (103)     (54)
Other                                    888              1,422                 (534)     (38)

Total noninterest expense $ 13,780 $ 12,130 $ 1,650 14 %

The discussion that follows addresses changes in selected categories of noninterest expense.

Personnel-The $1,072,000 or 15 percent increase in personnel expense is primarily the result of higher variable compensation accruals and actual medical claims expense in 2021 compared to the prior period.

Marketing-The $127,000 or 41 percent increase in marketing expense is attributed to marketing campaigns previously delayed due to the COVID-19 pandemic resuming in the second quarter 2021.

Debit card processing-The $113,000 or 40 percent increase in debit card processing expense is attributed to the growth of retail clients and increased usage of electronic methods to access deposits.

Charitable donations-The $657,000 or 706 percent increase in charitable donations expense is attributed to timing of charitable donations in 2021 compared to the prior period.

External data processing-The $154,000 or 22 percent increase in external data processing expense is attributed to increased reliance on technology.

Gain on foreclosed real estate, including recovery of losses-The $193,000 change in gain on foreclosed real estate expense is primarily attributed to the recovery for losses on foreclosed real estate that was sold during the second quarter 2020.

Impaired loan carrying costs-The $103,000 or 54 percent decrease in impaired loan carrying costs expense is primarily attributed to a decrease in expenses associated with impaired loans compared to the prior period.

Other-The $534,000 or 38 percent decrease in other expense is primarily attributed to tax benefits associated with charitable donations in the current period.

Provision for Income Taxes

The provision for income taxes for the second quarter 2021 was $851,000, an increase of $146,000 or 21 percent as compared to the second quarter 2020. The increase was attributed to higher pre-tax net income for the second quarter 2021 compared to the second quarter 2020. The effective tax rate for the three months ended June 30, 2021 was 20.6 percent. The effective tax rate differs from the statutory tax rate primarily due to the impact of certain elements with specific tax benefits, including tax-exempt income, such as income from tax-exempt investments, tax-exempt loans, and bank-owned life insurance.





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Six Months Ended June 30, 2021 vs. Six Months Ended June 30, 2020

The Corporation's net income (earnings) was $7,182,000 for the first six months of 2021 compared to $61,000 for the first six months of 2020, an increase of $7,121,000.



The schedule below presents selected performance metrics for the first six
months of both 2021 and 2020.

                                              Six months ended
                                                  June 30,
                                            2021         2020
Basic earnings per share                   $  0.73    $     0.01
Diluted earnings per share                 $  0.73    $     0.01
Cash dividend payout ratio                   35.67 %    5,119.67 %
Return on average assets                      0.65 %        0.01 %
Return on average equity                      7.25 %        0.06 %

Net interest margin (tax equivalent basis) 2.91 % 3.25 % Net overhead ratio

                            1.77 %        1.88 %
Efficiency ratio                             71.45 %       68.00 %
Average equity to average assets              8.93 %        9.75 %


A more detailed analysis of the factors and trends affecting the Corporation's earnings and financial position follows.

INCOME STATEMENT ANALYSIS

Net Interest Income

Net interest income for the six months ended June 30, 2021 was $30,391,000, an increase of $124,000 or less than 1 percent compared to net interest income of $30,267,000 for the first six months of 2020. Although the total volume of loans originated positively impacted net interest income primarily due to PPP loans and related fees that were recognized, PPP loans were originated at a rate of 1.00 percent and therefore had a larger negative net interest margin impact. Interest rates on deposits decreased between the periods, offsetting the net change in interest income between volume and rate.

The Corporation's net interest margin, computed as interest income (tax-equivalent basis) annualized as a percentage of average interest earning assets, was 2.91 percent for the first six months of 2021, representing a decrease compared to the 3.25 percent net interest margin for the first six months of 2020. The net interest margin contraction was a result of lower interest rates on loans and higher volume and rate on long-term debt, partially offset by lower rates on interest bearing demand and time deposits and volume of commercial loans.

Total interest income for the first six months of 2021 totaled $35,871,000, a decrease of $3,156,000 or 8 percent below the amount of total interest income for the first six months of 2020. The change was primarily a result of a decrease in loan interest income due to lower rates on commercial loans and lower rates on interest bearing deposits with banks, partially offset by a higher volume of commercial loans.

Interest income on loans decreased $2,560,000 or 7 percent in the first six months of 2021 compared to the same period in 2020. The average balance of outstanding loans increased approximately $22,881,000 or 2 percent in the first six months of 2021 compared to the first six months of 2020, reflecting commercial loan growth, primarily related to SBA PPP loans, between the two periods.

Investment income for the first six months of 2021 decreased $296,000 or 16 percent compared to the first six months of 2020. The tax-equivalent yield on investments for the first six months of 2021 was 1.84 percent or 62 basis points lower than the 2.46 percent experienced during the first six months of 2020.

Total interest expense for the first six months of 2021 was $5,480,000, a decrease of $3,280,000 or 37 percent as compared to total interest expense of $8,760,000 for the first six months of 2020. The change in interest expense was primarily a result of a decrease in the cost of interest bearing demand and time deposits.

Interest expense on deposits decreased $3,608,000 or 46 percent in the first six months of 2021 compared to the same period in 2020. The change was due primarily to a decrease in the cost of interest bearing demand and time deposits. The average balance of interest-bearing deposits for the first six months of 2021, primarily in lower cost core deposits, increased by $106,971,000 or 8 percent compared to the average for the first six months of 2020. The average rate paid on interest-bearing deposits in the first six months of



                                     - 46 -

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2021 was 0.57 percent, a decrease from the average rate of 1.14 percent paid on interest-bearing deposits during the first six months of 2020. Also, the Corporation experienced favorable growth in noninterest-bearing deposits, with the average volume for the first six months of 2021 increasing to $447,259,000, as compared to $322,962,000 for the first six months of 2020. The increase was primarily related to deposits associated with the origination of Paycheck Protection Program (PPP) loans.

Interest expense on borrowings for the first six months of 2021 increased 33 percent compared to the first six months of 2020, due to the issuance of subordinated debt in December 2020, offset by a lower volume of existing long-term debt. Outstanding long-term debt, consisting primarily of subordinated debentures and Federal Home Loan Bank of Pittsburgh (FHLBP) advances, averaged $75,430,000 for the first six months of 2021, compared to an average balance of approximately $75,538,000 for the same period of 2020. The rate on average long-term debt for the first six months of 2021 was 3.46 percent, an increase as compared to the rate of 2.56 percent for the same period of 2020.



Table 5-Average Balances and Interest Rates (tax equivalent
basis)

                                                Six months ended June 30,
                                       2021                                   2020
                          Average                 Yield/         Average                Yield/

(dollars in thousands) Balance Interest Rate Balance Interest Rate



Assets
Interest bearing
deposits with banks     $   354,477   $      186      0.11 %   $   163,666   $     440      0.54 %
Investment securities:
Taxable                     163,224        1,421      1.76         141,878       1,676      2.38
Tax-exempt                   20,014          226      2.28          22,442         332      2.97
Total investment
securities                  183,238        1,647      1.81         164,320       2,008      2.46

Loans:
Taxable (1)               1,566,236       33,934      4.37       1,541,876      36,468      4.76
Tax-exempt                    9,486          188      4.00          10,965         221      4.05
Total loans               1,575,722       34,122      4.37       1,552,841      36,689      4.75
Total earning assets      2,113,437       35,955      3.43       1,880,827      39,137      4.18
Other assets (2)            105,481                                 97,972
Total assets            $ 2,218,918                            $ 1,978,799
Liabilities and
Shareholders'
Equity
Deposits:
Interest bearing demand $   825,096   $      856      0.21 %   $   721,070   $   1,951      0.54 %
Savings                     124,616           31      0.05          92,527          35      0.08
Time                        523,865        3,282      1.26         553,009       5,791      2.11
Total interest bearing
deposits                  1,473,577        4,169      0.57       1,366,606       7,777      1.14
Short-term borrowings         9,184           18      0.40           7,637          20      0.53
Long-term debt               75,430        1,293      3.46          75,538         963      2.56
Total interest bearing
liabilities               1,558,191        5,480      0.71       1,449,781       8,760      1.22

Noninterest bearing
deposits                    447,259                                322,962
Other liabilities            15,427                                 13,172
Shareholders'
equity                      198,041                                192,884

Total liabilities and
shareholders'
equity                  $ 2,218,918                            $ 1,978,799
Net interest income
(tax equivalent basis)                $   30,475                             $  30,377
Net interest margin (3)                               2.91 %                                3.25 %
Tax equivalent
adjustment                                  (84)                                 (110)
Net interest income                   $   30,391                             $  30,267

(1)Average balance includes average nonaccrual loans of $38,259,000 for 2021 and $26,148,000 for 2020.

Interest includes net loan fees of $4,660,000 for 2021 and $2,009,000 for 2020.

(2)Average balance includes average bank owned life insurance and foreclosed real estate.

(3)Net interest income (tax equivalent basis) annualized as a percentage of average interest earning assets.



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Table 6-Rate/Volume Analysis of Changes in Net Interest Income (tax equivalent
basis)

                                                        Six months ended
                                                            June 30,
                                                         2021 vs. 2020
                                             Increase (decrease) due to change in*
(dollars in thousands)                         Volume         Rate           Net

Interest Income
Interest bearing deposits with banks        $        513   $     (767)   $     (254)
Investment securities:
Taxable                                              356         (611)         (255)
Tax-exempt                                          (35)          (71)         (106)
Loans:
Taxable                                            2,950       (5,484)       (2,534)
Tax-exempt                                          (30)           (3)          (33)
Total interest income                              3,754       (6,936)       (3,182)
Interest Expense
Deposits:
Interest bearing demand                              240       (1,335)       (1,095)
Savings                                               12          (16)           (4)
Time                                               (305)       (2,204)       (2,509)
Short-term borrowings                                  4           (6)           (2)
Long-term debt                                     (377)           707           330
Total interest expense                             (426)       (2,854)       (3,280)

Net interest income (tax equivalent basis) $ 4,180 $ (4,082) $ 98

*Changes which are due to both volume and rate are allocated in proportion to their relationship to the amount of change attributed directly to volume or rate.

Provision for Loan Losses

For the first six months of 2021, the provision for loan losses was $1,583,000, as compared to a provision of $11,985,000 for the first six months of 2020, a decrease of $10,402,000. The decreased provision expense in the first six months of 2021 was attributed primarily to a partial charge off arising from several large commercial lending relationships in the prior period and the impacts of COVID-19 in the prior period. Changes in the external environment created by COVID-19 continue to impact the qualitative factors for certain loan segments in the allowance for loan loss analysis. Both periods supported adequate allowance for loan loss coverage, however, changing economic conditions associated with the COVID-19 pandemic may require future adjustments. The allowance as a percentage of total loans was 1.43 percent at June 30, 2021, as compared to 1.38 percent at December 31, 2020 and 1.31 percent at June 30, 2020.

More information about the allowance for loan losses can be found in this report under the caption Allowance for Loan Losses on page 54.



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Noninterest Income

The following table presents the components of total noninterest income for the first six months of 2021, compared to the first six months of 2020.

Table 7 - Noninterest income



                                   Six months ended                     Change
                                       June 30,                   Increase (Decrease)
(dollars in thousands)            2021          2020             $                   %

Trust and investment services
fees                          $      2,195   $     1,940   $         255                13 %
Income from mutual fund,
annuity and insurance sales            644           510             134                26
Service charges on deposit
accounts                             2,540         2,105             435                21
Income from bank owned life
insurance                              697           565             132                23
Other income                           922           921               1                 0
Gain on sales of loans held
for sale                             1,983           852           1,131               133
Loss on write down of assets
held for sale                      (1,174)             0         (1,174)               *nm
(Loss) gain on sales of
securities                            (23)            65            (88)             (135)
Total noninterest income      $      7,784   $     6,958   $         826                12 %


*nm - not meaningful

The discussion that follows addresses changes in selected categories of noninterest income.

Income from mutual fund, annuity and insurance sales-The $134,000 or 26 percent increase in income from mutual fund, annuity and insurance sales is due to an increase in the client base during the first half of 2021 compared to the first half of 2020.

Service charges on deposit accounts-The $435,000 or 21 percent increase in service charges on deposit accounts is due to the waiver of overdraft and foreign ATM fees associated with the COVID-19 pandemic in the prior period.

Income from bank owned life insurance-The $132,000 or 23 percent increase in income from bank owned life insurance is due to the purchase of new insurance policies during the second quarter 2021.

Gain on sales of loans held for sale-The $1,131,000 or 133 percent increase in gain on sales of loans is due to the sale of a larger volume of mortgage loans to the secondary market.

Loss on write down of assets held for sale-The $1,174,000 increase in loss on write down of assets held for sale was due to the recognition of impairment expected on the sale of the Dover Financial Center during the second quarter 2021. The financial center is expected to close in the third quarter 2021 and the actual sale is expected to occur in the fourth quarter 2021.



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Noninterest Expense

The following table presents the components of total noninterest expense for the first six months of 2021, compared to the first six months of 2020.

Table 8 - Noninterest expense



                                   Six months ended                   Change
                                       June 30,                Increase (Decrease)
(dollars in thousands)            2021           2020             $             %

Personnel                     $     16,696   $    15,001   $      1,695            11 %
Occupancy of premises, net           1,829         1,791             38             2
Furniture and equipment              1,631         1,694           (63)           (4)
Professional and legal                 604           450            154            34
Marketing                              703           636             67            11
FDIC insurance                         418           339             79            23
Debit card processing                  677           673              4             1
Charitable donations                   938           965           (27)           (3)
External data processing             1,678         1,408            270            19
Gain on foreclosed real
estate, including recovery of
losses                                   0         (173)            173           100
Impaired loan carrying costs           187           476          (289)          (61)
Other                                2,125         2,189           (64)           (3)
Total noninterest expense     $     27,486   $    25,449   $      2,037             8 %


The discussion that follows addresses changes in selected categories of noninterest expense.

Personnel-The $1,695,000 or 11 percent increase in personnel is primarily the result of higher variable compensation accruals and higher actual medical claims expense in 2021 compared to the prior period.

Professional and legal-The $154,000 or 34 percent increase in professional and legal is primarily due to an increase in CPA fees.

FDIC insurance-The $79,000 or 23 percent increase in FDIC insurance is due to asset growth which results in a higher assessment.

External data processing-The $270,000 or 19 percent increase in external data processing is attributed to increased reliance on technology.

Gain on foreclosed real estate, including recovery of losses-The $173,000 change in foreclosed real estate including recovery for losses is attributed to the recovery for losses on foreclosed real estate that was sold during the second quarter 2020.

Impaired loan carrying costs-The $289,000 or 61 percent decrease in impaired loan carrying costs is attributed to fewer costs associated with impaired loans incurred during the current period.

Provision for Income Taxes

The income tax expense for the first six months of 2021 was $1,924,000, an increase of $2,194,000 or 812 percent as compared to the first six months of 2020, during which time a tax benefit of $270,000 was realized. The effective tax benefit for the six months ended June 30, 2021 was 21.1 percent. The Company realized a tax benefit for the six months ended June 30, 2020.



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BALANCE SHEET REVIEW

Interest Bearing Deposits with Banks

On June 30, 2021, interest bearing deposits with banks totaled $377,588,000, an increase of $64,119,000 or 20 percent, compared to the level at year-end 2020. The increase is primarily the result of the growth in client deposits related to PPP loan proceeds deposited, receipt of stimulus payments and organic growth, offset by purchases of investment securities.

Investment Securities (Available-for-Sale)

The Corporation's entire investment securities portfolio is classified available-for-sale, and is comprised of interest-earning debt securities. The overall composition of the Corporation's investment securities portfolio is provided in Note 2-Securities. On June 30, 2021, the fair value of investment securities available-for-sale totaled $208,611,000, which represented an increase of $23,609,000 as compared to the fair value of investment securities at year-end 2020. Purchases of securities exceeded the cash flows from principal reductions, sales and maturities during the first six months of 2021.

Loans

On June 30, 2021, total loans, net of deferred fees, were $1.52 billion, which was $1,524,000 or less than one percent lower than the level at year-end 2020. The change in volume was due primarily to a decrease in PPP loans, which totaled approximately $99,000,000 at June 30, 2021, compared to $143,000,000 at December 31, 2020. Commercial loans within the commercial real estate investor and residential real estate investor sectors each represented more than 10 percent of the total portfolio. The composition of the Corporation's loan portfolio is provided in Note 4-Loans.

Deposits

Deposits are the Corporation's principal source of funding for earning assets. On June 30, 2021, deposits totaled $1.96 billion, which reflected a $91,791,000 or 5 percent increase compared to the level at year-end 2020. Of the increase in total deposits, $75,207,000 is attributable to noninterest bearing deposits and $16,584,000 is related to growth in interest bearing deposits. The composition of the Corporation's total deposit portfolio is provided in Note 6-Deposits.

Short-term Borrowings

Short-term borrowings, which consist of securities sold under agreements to repurchase (repurchase agreements), federal funds purchased, and other short-term borrowings, totaled $13,393,000 at June 30, 2021, which reflected a $4,853,000 or 57 percent increase compared to the level at year-end 2020.

Long-term Debt

The Corporation uses long-term borrowings as a secondary funding source for asset growth and to manage interest rate risk. On June 30, 2021, long-term debt, including subordinated debentures totaled $52,234,000 compared to $77,208,000 at year-end 2020. The $24,974,000 or 32 percent decrease in long-term debt resulted from the maturity of two FHLB advances totaling $25,000,000. A listing of outstanding long-term debt obligations is provided in Note 7-Short-Term Borrowings and Long-Term Debt. The composition of the Corporation's leases is provided in Note 8-Leases.

Other Liabilities

Other liabilities totaled $13,738,000 at June 30, 2021, which reflected a $1,301,000 or 10 percent increase compared to the level at year-end 2020, primarily due to increased liabilities related to escrow for taxes and hazard insurance on mortgage loans.

Shareholders' Equity and Capital Adequacy

Shareholders' equity, or capital, enables Codorus Valley to maintain asset growth and absorb losses. Capital adequacy can be affected by a multitude of factors, including profitability, new stock issuances, corporate expansion and acquisitions, dividend policy and distributions, and regulatory mandates. The Corporation's total shareholders' equity was approximately $199,273,000 on June 30, 2021, an increase of approximately $1,313,000 or 1 percent compared to the level at year-end 2020.

Cash Dividends on Stock

The Corporation has historically paid cash dividends on its stock on a quarterly basis. The Board of Directors determines the dividend rate after considering the Corporation's capital requirements, current and projected net income, and other relevant factors. As recently announced, the Board of Directors declared a quarterly cash dividend of $0.11 per share and a special cash dividend of $0.02 per share on July 13, 2021, payable on August 10, 2021, to shareholders of record at the close of business on July 27, 2021. These cash



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dividends follow a quarterly cash dividend of $0.11 per share and a special cash dividend of $0.02 per share distributed in February 2021 and May 2021.

Capital Adequacy

The Corporation and PeoplesBank are subject to various regulatory capital requirements administered by banking regulators that involve quantitative guidelines and qualitative judgments. The regulatory capital measures for the Corporation and PeoplesBank as of June 30, 2021 and the minimum capital ratios established by regulators are set forth in Note 9-Regulatory Matters to the financial statements. We believe that PeoplesBank is well capitalized on June 30, 2021 and had no regulatory dividend restrictions (see Note 9-Regulatory Matters to the financial statements).

RISK MANAGEMENT

Credit Risk Management

Credit risk represents the possibility that a loan client, counterparty or issuer may not perform in accordance with contractual terms, posing one of the most significant risks of loss to the Corporation. Accordingly, the Corporation emphasizes the management of credit risk, and has established a lending policy which management believes is sound given the nature and scope of our operations. The Credit Risk Management section included in Item 7 of the Corporation's previously filed Annual Report on Form 10-K for the year ended December 31, 2020, provides a more detailed overview of the Corporation's credit risk management process.

Nonperforming Assets

Nonperforming assets, as shown in the table below, are asset categories that pose the greatest risk of loss. The level of nonperforming assets at June 30, 2021 has increased by $520,000 or 1 percent when compared to year-end 2020.

The Corporation regularly monitors large and criticized assets in its commercial loan portfolio recognizing that prolonged low economic growth, or a weakening economy, could have negative effects on these commercial borrowers. Nonperforming assets are monitored and managed for collection of these accounts. Collection efforts, including modification of contractual terms for individual accounts based on prevailing market conditions and liquidation of collateral assets, are employed to maximize recovery. A special assets committee meets regularly, at a minimum quarterly, to review nonperforming assets. We generally rely on appraisals performed by independent licensed appraisers to determine the value of real estate collateral for impaired collateral-dependent loans. Generally, an appraisal is performed when: an account reaches 90 days past due, unless a certified appraisal was completed within the past twelve months; market values have changed significantly; the condition of the property has changed significantly; or the existing appraisal is outdated based upon regulatory or policy requirements. In instances where the value of the collateral, net of costs to sell, is less than the net carrying amount for impaired commercial related loans, a specific loss allowance is established for the difference. Further provisions for loan losses may be required for nonaccrual loans as additional information becomes available or conditions change. When it is probable that some portion or an entire loan balance will not be collected, that amount is charged off as loss against the allowance.



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The paragraphs and table below address significant changes in the nonperforming asset categories as of June 30, 2021 compared to December 31, 2020.

Table 9 - Nonperforming Assets



                                                      June 30,        December 31,
(dollars in thousands)                                  2021              2020

Nonaccrual loans                                     $    39,990     $       38,175
Accruing loans 90 days or more past due                        0              1,295
Total nonperforming loans                                 39,990             39,470
Total nonperforming assets                           $    39,990     $       39,470
Accruing troubled debt restructurings                $     1,058     $        1,395

Total period-end loans, net of deferred fees $ 1,543,812 $ 1,544,589 Allowance for loan losses (ALL)

$    22,011     $       21,264
ALL as a % of total period-end loans                        1.43 %             1.38 %

Net charge-offs year-to-date, annualized as a % of average total loans

                                         0.11 %             0.93 %
ALL as a % of nonperforming loans                          55.04 %            53.87 %
Nonperforming loans as a % of total period-end loans        2.59 %             2.56 %
Nonperforming assets as a % of total period-end
loans and net foreclosed real estate                        2.59 %             2.56 %
Nonperforming assets as a % of total period-end
assets                                                      1.79 %             1.83 %
Nonperforming assets as a % of total period-end
shareholders' equity                                  20.07 %            19.94 %


Nonperforming loans

Nonperforming loans consist of nonaccrual loans and accruing loans 90 days or more past due. We generally place a loan on nonaccrual status and cease accruing interest income (i.e., recognize interest income on a cash basis, as long as the loan is sufficiently collateralized) when loan payment performance is unsatisfactory and the loan is past due 90 days or more. A loan is returned to interest accruing status when we determine that circumstances have improved to the extent that all of the principal and interest amounts contractually due are current for at least six consecutive payments and future payments are reasonably assured. Loans past due 90 days or more and still accruing interest represent loans that are contractually past due, but are well collateralized and in the process of collection. As of June 30, 2021, the nonperforming loan portfolio balance totaled $39,990,000, compared to $39,470,000 at year-end 2020. During the first six months of 2021, loans totaling $7,214,000 were transferred to nonaccrual status, offset by the transfer of loans out of nonaccrual status and payments to loans in nonaccrual status totaling approximately $5,399,000. In addition, accruing loans 90 days or more past due decreased $1,295,000 in the first six months of 2021. For both periods, the nonperforming portfolio balance was comprised primarily of collateralized commercial loans.

Foreclosed Real Estate

Foreclosed real estate represents real estate acquired to satisfy debts owed to PeoplesBank and is included in the Other Assets category on the Corporation's balance sheet. As of June 30, 2021 and December 31, 2020 there was no foreclosed real estate.

Troubled Debt Restructurings

Troubled debt restructurings pertain to loans whose terms have been modified to include a concession that we would not ordinarily consider due to the debtor's financial difficulties. Concessions granted under a troubled debt restructuring typically involve a reduction of interest rate lower than the current market rate for new debt with similar risk, the deferral of payments or extension of the stated maturity date. Troubled debt restructurings are evaluated for impairment if they have been restructured during the most recent calendar year, or if they cease to perform in accordance with the modified terms. As of June 30, 2021, the accruing troubled debt restructuring portfolio balance totaled $1,058,000, compared to $1,395,000 at year-end 2020. The $337,000 decrease was the result of principal repayments and the payoff of one relationship.

As of June 30, 2021, there are no modifications remaining for consumer loans, four mortgage loans totaling approximately $1,422,000 and 16 commercial loans totaling approximately $67,734,000 under the CARES Act, which are not considered TDRs.



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Allowance for Loan Losses

Although the Corporation believes that it maintains sound credit policies, certain loans deteriorate and must be charged off as losses. The allowance for loan losses is maintained to absorb losses inherent in the portfolio. The allowance is increased by provisions charged to expense and is reduced by loan charge-offs, net of recoveries. The allowance is based upon management's continuous evaluation of the loan portfolio coupled with a formal review of adequacy on a quarterly basis, which is subject to review and approval by the Board.

The allowance for loan losses consists primarily of two components: specific allowances for individually impaired commercial loans and allowances calculated for pools of loans. The Corporation uses an internal risk rating system to evaluate individual loans. Loans are segmented into industry groups or pools with similar characteristics, and an allowance for loan losses is allocated to each segment based on quantitative factors such as recent loss history (two-year rolling average of net charge-offs) and qualitative factors, such as the results of internal and external credit reviews, changes in the size and composition of the loan portfolio, adequacy of collateral, and general economic conditions. Determining the level of the allowance for probable loan losses at any given period is subjective, particularly during deteriorating or uncertain economic periods, and requires that we make estimates using assumptions. There is also the potential for adjustment to the allowance as a result of regulatory examinations.

The following tables presents an analysis of the activity in the allowance for loan losses for the three and six months ended June 30, 2021 and 2020:

Table 10 - Analysis of Allowance for Loan Losses



(dollars in thousands)                                       2021        2020
Balance-April 1,                                           $ 22,411    $ 22,838

Provision charged to operating expense                          352       2,550

Loans charged off:
Commercial, financial and agricultural                          814       4,360
Real estate - construction and land development                   0           0
Consumer and home equity                                          7           7
Total loans charged off                                         821       4,367

Recoveries:


Commercial, financial and agricultural                           65           3
Consumer and home equity                                          4          14
Total recoveries                                                 69          17
Net charge-offs                                                 752       4,350
Balance-June 30,                                           $ 22,011    $ 21,038

Ratios:

Annualized net charge-offs as a % of average total loans 0.11 % 1.55 % Allowance for loan losses as a % of total period-end loans 1.43 % 1.31 % Allowance for loan losses as a % of nonperforming loans 55.04 % 100.62 %




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Table 11 - Analysis of Allowance for Loan Losses



(dollars in thousands)                                       2021        2020
Balance-January 1,                                         $ 21,264    $ 22,838

Provision charged to operating expense                        1,583       2,550

Loans charged off:
Commercial, financial and agricultural                          906       4,361
Real estate - construction and land development                   0           0
Consumer and home equity                                         19           6
Total loans charged off                                         925       4,367

Recoveries:


Commercial, financial and agricultural                           70           3
Consumer and home equity                                         19          14
Total recoveries                                                 89          17
Net charge-offs                                                 836       4,350
Balance-June 30,                                           $ 22,011    $ 21,038

Ratios:

Annualized net charge-offs as a % of average total loans 0.11 % 1.55 % Allowance for loan losses as a % of total period-end loans 1.43 % 1.31 % Allowance for loan losses as a % of nonperforming loans 55.04 % 100.62 %

The provision for loan losses decreased $10,402,000 from June 30, 2020 to June 30, 2021. The decreased provision expense in the first six months of 2021 was attributed primarily to a partial charge off arising from several large commercial lending relationships in the prior period. Changes in the external environment created by COVID-19 continue to impact the qualitative factors for certain loan segments in the allowance for loan loss analysis, but to a lesser extent than the prior period. Both periods supported adequate allowance for loan loss coverage, however, changing economic conditions associated with the COVID-19 pandemic may require future adjustments.

Net charge-offs for the first six months of 2021 were $836,000 compared to $12,013,000 for the same period in 2020. During the first six months of 2021, there were $925,000 of charge-offs as compared to $12,053,000 during the same period in 2020. The risks and uncertainties associated with the COVID-19 pandemic, weak economic and business conditions, or the erosion of real estate values may adversely affect our borrowers' ability to service their loans, causing significant fluctuations in the level of charge-offs and provision expense from one period to another. The allowance as a percentage of total loans was 1.43 percent at June 30, 2021, as compared to 1.38 percent at December 31, 2020 and 1.31 percent at June 30, 2020.

Liquidity Risk Management

Maintaining adequate liquidity provides the Corporation with the ability to meet financial obligations to depositors, loan clients, employees, and shareholders on a timely and cost effective basis in the normal course of business. Additionally, adequate liquidity provides funds for growth and business opportunities as they arise. Liquidity is generated from transactions relating to both the Corporation's assets and liabilities. The primary sources of asset liquidity are funds received from client loan payments, investment maturities and cash inflows from mortgage-backed securities, and the net proceeds of asset sales. The primary sources of liability liquidity are deposit growth, and funds obtained from short-term borrowings and long-term debt. The Consolidated Statements of Cash Flows, included in this report, present the changes in cash from operating, investing and financing activities. At June 30, 2021, we believe that liquidity was adequate based upon the potential liquidation of unpledged available-for-sale securities with a fair value totaling approximately $46,969,000 and available credit from the Federal Home Loan Bank of Pittsburgh totaling approximately $543,800,000. The Corporation's loan-to-deposit ratio was 78.7 percent as of June 30, 2021, 82.9 percent as of December 31, 2020 and 88.7 percent as of June 30, 2020.

Off-Balance Sheet Arrangements

The Corporation's financial statements do not reflect various commitments that are made in the normal course of business, which may involve some liquidity risk. These commitments consist primarily of commitments to grant new loans, unfunded commitments under existing loan facilities, and letters of credit issued under the same standards as on-balance sheet instruments. Unused commitments on June 30, 2021, totaled $608,965,000 and consisted of $505,154,000 in unfunded commitments under existing loan facilities, $88,892,000 to grant new loans and $14,919,000 in letters of credit. Generally these commitments have fixed expiration dates or termination clauses and are for specific purposes. Accordingly, many of the commitments are expected to expire without being drawn upon and, therefore, generally do not present significant liquidity risk to the Corporation or PeoplesBank.



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Recent Legislative Developments

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. Since that time banking regulators, the SEC and FASB have all issued additional guidance and clarification on various sections of the CARES Act. Section 4013 of the CARES Act, "Temporary Relief From Troubled Debt Restructurings," provides banks the option to temporarily suspend certain requirements under U.S. GAAP related to trouble debt restructurings (TDR) for a limited period of time to account for the effects of COVID-19, provided the loan was not past due as of December 31, 2019. Section 541 of the Consolidated Appropriations Act, 2021 (CAA) was signed into law on December 27, 2020, extending the provisions in Section 4013 of the CARES Act to January 1, 2022. Regulators have encouraged financial institutions to work constructively with borrowers in communities and industries affected by COVID-19 using prudent and proactive actions which are in the best interests of the financial institution, the borrower and the economy. The Corporation's Board of Directors approved a number of options for loan modifications, including interest deferral, full payment deferral, additional extensions of credit, and SBA loan programs (i.e., Economic Injury Disaster Loans, Paycheck Protection Program). As of June 30, 2021, the Corporation has remaining loan modifications totaling approximately $69,000,000. The Corporation has been an active participant in the SBA Paycheck Protection Program, with outstanding PPP loans as of June 30, 2021 of approximately $99,000,000.

At its October 16, 2019 meeting, the FASB approved a deferral of the effective date for several of its recent standards. The proposal creates two new "buckets": (1) SEC filers other than smaller reporting companies (SRCs, as defined by the SEC) and (2) all other entities. For the Corporation, this would apply to ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("CECL"), which has not yet been adopted by the Corporation. The effective date of the CECL standard would be for fiscal years beginning after December 15, 2022. The Corporation will continue to move forward with the project.

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