Forward-Looking Statements and Factors that Could Affect Future Results



This annual report, as well as other publicly available documents, including
those incorporated herein by reference, may contain certain 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 (the
"Exchange Act"), and the Private Securities Litigation Reform Act of 1995. These
statements may include, but are not limited to, statements regarding
projections, forecasts, goals and plans of Premier Financial Corp. and its
management, future movements of interests, loan or deposit production levels,
future credit quality ratios, future strength in the market area, and growth
projections. These statements do not describe historical or current facts and
may be identified by words such as "intend," "intent," "believe," "expect,"
"estimate," "target," "plan," "anticipate," or similar words or phrases, or
future or conditional verbs such as "will," "would," "should," "could," "might,"
"may," "can," or similar verbs. There can be no assurances that the
forward-looking statements included in this report or other publicly available
documents will prove to be accurate. In light of the significant uncertainties
in the forward-looking statements, the inclusion of such information should not
be regarded as a representation by Premier or any other persons, that our
objectives and plans will be achieved.

Forward-looking statements involve numerous risks and uncertainties, any one or
more of which could affect Premier's business and financial results in future
periods and could cause actual results to differ materially from plans and
projections. These risks and uncertainties include, but not limited to:
financial markets, our customers, and our business and results of operation;
changes in interest rates; disruptions in the mortgage market; risks and
uncertainties inherent in general and local banking, insurance and mortgage
conditions; political uncertainty; uncertainty in U.S. fiscal or monetary
policy; uncertainty concerning or disruptions relating to tensions surrounding
the current socioeconomic landscape; competitive factors specific to markets in
which Premier and its subsidiaries operate; future interest rate levels;
legislative or regulatory rulemaking or actions; capital market conditions;
security breaches or unauthorized disclosure of confidential customer or Company
information; interruptions in the effective operation of information and
transaction processing systems of Premier or Premier's vendors and service
providers; failures or delays in integrating or adopting new technology; the
impact of the cessation of LIBOR interest rates and implementation of a
replacement rate; and other risks and uncertainties detailed from time to time
in our Securities and Exchange Commission ("SEC") filings, including this Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q. Any one or more of
these factors have affected or could in the future affect Premier's business and
financial results in future periods and could cause actual results to differ
materially from plans and projections.

This Item 7 presents information to assess the financial condition and results
of operations of Premier. This item should be read in conjunction with the
Consolidated Financial Statements and the supplemental financial data contained
elsewhere in this Form 10-K.

Non-GAAP Financial Measures

In addition to results presented in accordance with accounting principles
generally accepted in the United States ("GAAP"), this report includes non-GAAP
financial measures. The Company believes these non-GAAP financial measures
provide additional information that is useful to investors in helping to
understand the underlying performance and trends of the Company. The Company
monitors the non-GAAP financial measures and the Company's management believes
such measures are helpful to investors because they provide an additional tool
to use in evaluating the Company's financial and business trends and operating
results. In addition, the Company's management uses these non-GAAP measures to
compare the Company's performance to that of prior periods for trend analysis
and for budgeting and planning purposes.

Non-GAAP financial measures have inherent limitations, which are not required to
be uniformly applied and are not audited. Readers should be aware of these
limitations and should be cautious with respect to the use of such measures. To
mitigate these limitations, the Company has practices in place to ensure that
these measures are calculated using the appropriate GAAP or regulatory
components in their entirety and to ensure that our performance is properly
reflected to facilitate consistent period-to-period comparisons. The Company's
method of calculating these non-GAAP measures may differ from methods used by
other companies. Although the Company believes the non-GAAP financial measures
disclosed in this report enhance investors' understanding of our business and
performance, these non-GAAP measures should not be considered in isolation, or
as a substitute for those financial measures prepared in accordance with GAAP.

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Fully taxable-equivalent ("FTE") is an adjustment to net interest income to reflect tax-exempt income on an equivalent before-tax basis. The following tables present a reconciliation of non-GAAP measures to their respective GAAP measures for the years ended December 31, 2022 and 2021.

Non-GAAP Financial Measures - Net Interest Income on an FTE basis, Net Interest Margin and Efficiency Ratio



                                                                     Years Ended
                                                           December 31,       December 31,
(In Thousands)                                                 2022               2021
Net interest income (GAAP)                                $      242,921     $      227,369
Add: FTE adjustment                                                  814    

1,013


Net interest income on a FTE basis (1)                    $      243,735     $      228,382
Noninterest income - less securities gains/(losses) (2)   $       62,710     $       75,785
Noninterest expense (3)                                          164,511    

157,955


Average interest-earning assets (4)                            7,237,621    

6,732,178

Ratios:


Net interest margin (1) / (4)                                       3.37 %             3.39 %
Efficiency ratio (3) / (1) + (2)                                   53.68 %            51.93 %



Non-GAAP Financial Measures - Tangible Book Value



                                                     Years Ended
                                           December 31,       December 31,
(In Thousands, except per share data)          2022               2021
Total Shareholders' Equity (GAAP)         $      887,721     $    1,023,496
Less: Goodwill                                  (317,988 )         (317,948 )
   Intangible assets                             (19,074 )          (24,129 )
Tangible common equity (1)                $      550,659     $      681,419
Common shares outstanding (2)                     35,591             36,384

Tangible book value per share (1) / (2) $ 15.47 $ 18.73






Financial Condition

Assets at December 31, 2022 totaled $8.46 billion compared to $7.48 billion at
December 31, 2021, an increase of $0.97 billion or 13.0%. The increase in assets
was primarily due to an increase in loans offset by a decrease in securities.
The net increase was primarily the result of an increase in total deposits of
$624.7 million and FHLB advances of $428.0 million.

Securities



The securities portfolio decreased $172.4 million, or 14.1%, to $1.0 billion at
December 31, 2022. This decrease, along with an increase in deposits of $624.7
million, was used to fund an increase in gross loans including held for sale of
$1.1 billion. For additional information regarding Premier's investment
securities see Note 4 to the Consolidated Financial Statements.

Loans



Loans receivable, net of undisbursed loan funds and deferred fees and costs,
increased $1.2 billion, or 18.0%, to $6.5 billion at December 31, 2022. The
increase was mainly due to an increase in volume of loans. For more details on
the loan balances, see Note 6 - Loans to the Consolidated Financial Statements.

The majority of Premier's commercial real estate and commercial loans are to
small- and mid-sized businesses. The combined commercial and commercial real
estate loan portfolios, including PPP, totaled $3.82 billion and $3.35 billion
at December 31, 2022 and 2021, respectively, and accounted for approximately
59.1% and 63.3% of Premier's loan portfolio at the end of those respective
periods. Premier believes it has been able to establish itself as a leader in
its market area in commercial and commercial real estate lending by hiring
experienced lenders and providing a high level of customer service to its
commercial lending clients.

The one-to-four family residential portfolio totaled $1.54 billion at December
31, 2022, compared with $1.17 billion at the end of 2021, with the increase due
to an increase in volume of new originations. At the end of 2022, such loans
comprised 21.6% of the total loan portfolio, down from 22.1% at December 31,
2021.

Construction loans, which include one-to-four residential family and commercial
real estate properties, increased to $605.5 million at December 31, 2022,
compared to $384.9 million at December 31, 2021. These loans accounted for
approximately 9.4% and 7.3% of the total loan portfolio at December 31, 2022 and
2021, respectively.

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Home equity and home improvement loans increased to $277.6 million at December 31, 2022, from $264.4 million at the end of 2021. At the end of 2022, those loans comprised 3.9% of the total loan portfolio, consistent with 5.0% at December 31, 2021.



Consumer finance loans were $213.4 million at December 31, 2022 up from $126.4
million at the end of 2021. These loans accounted for approximately 3.0% and
2.4% of the total loan portfolio at December 31, 2022 and 2021, respectively.

In order to properly assess the loans secured by real estate included in its
loan portfolio, the Company has established policies regarding the monitoring of
the collateral underlying such loans. The Company requires an appraisal that is
less than one year old for all new secured real estate loans, and all renewed
secured real estate loans where significant new money is extended. The appraisal
process is handled by the Bank's Credit Department, which selects the appraiser
and orders the appraisal. Premier's loan policy prohibits the account officer
from talking or communicating with the appraiser to insure that the appraiser is
not influenced by the account officer in any way in making a determination of
value. The Bank generally does not require updated appraisals for performing
loans unless significant new money is requested by the borrower.

When a secured real estate loan is downgraded to classified status, the Bank
reviews the most current appraisal on file and, if appropriate, based on the
Bank's assessment of the appraisal, such as age, market, etc. the Bank will
discount the appraisal amount to a more appropriate current value based on
inputs from lenders and realtors. This amount may then be discounted further by
the Bank's estimation of the selling costs. In most instances, if the appraisal
is more than twelve to fifteen months old, a new appraisal may be required.
Finally, the Bank assesses whether there is any collateral short fall, taking
into consideration guarantor support and liquidity, and determines if a
charge-off is necessary.

All loans 90 days or more past due and/or on non-accrual are classified as
non-performing loans. Non-performing status automatically occurs in the month in
which the 90-day delinquency occurs. When a collateral dependent loan moves to
non-performing status, the Bank generally gets a new third party appraisal and
charges the loan down appropriately based upon the new appraisal and an estimate
of costs to liquidate the collateral. All properties that are moved into the
Other Real Estate Owned ("OREO") category are supported by current appraisals,
and the OREO is carried at the lower of cost or fair value, which is determined
based on appraised value less the Bank's estimate of the liquidation costs.

The Bank does not adjust any appraisals upward without written documentation of
this valuation change from the appraiser. When setting reserves and charge-offs
on classified loans, appraisal values may be discounted downward based upon the
Bank's experience with liquidating similar properties.

Appraisals are received within approximately 60 days after they are requested.
The Bank's Special Assets Committee reviews the amount of each new appraisal and
makes any necessary charge-off decisions at its meeting prior to the end of each
quarter.

Any partially charged-off collateral dependent loans are considered
non-performing, and as such, would need to show an extended period of time with
satisfactory payment performance as well as cash flow coverage capability
supported by current financial statements before the Bank will consider an
upgrade to performing status. The Bank may consider moving the loan to accruing
status after approximately six months of satisfactory payment performance. The
Bank monitors and tracks its loan to value quarterly to determine accuracy and
any necessary charge-offs. Based on these results, changes may occur in the
processes used.

Loan modifications constitute a troubled debt restructuring ("TDR") if the Bank,
for economic or legal reasons related to the borrower's financial difficulties,
grants a concession to the borrower that it would not otherwise consider. For
loans that are considered TDRs and the balance is over $500,000, the Bank either
computes the present value of expected future cash flows discounted at the
original loan's effective interest rate or it may measure impairment based on
the fair value of the collateral. For those loans individually evaluated
utilizing the present value of future cash flows method, any discount is carried
as a specific reserve in the allowance for credit losses. For those loans
individually evaluated utilizing the fair value of the collateral, any shortfall
is charged-off or held as a specific reserve. For loans that are considered TDRs
and the balance is under $500,000 a general reserve is carried in the allowance
for credit losses based on a general reserve analysis. Loan modifications made
as a result of COVID-19 may not be deemed TDR if certain criteria are met based
on regulatory guidance. As of December 31, 2022, and December 31, 2021, the Bank
had $6.6 million and $7.8 million, respectively, of loans that were still
performing and which were classified as TDRs.

Allowance for Credit Losses ("ACL")



The Company adopted ASU 2016-13, the Current Expected Credit Loss ("CECL") model
on January 1, 2020. Under CECL, a valuation reserve was established in the ACL
and maintained through expense in the provision for credit losses. Upon adoption
of CECL, the Company made a one-time adjustment, net of taxes, to retained
earnings for $1.9 million. The ACL represents management's assessment of the
estimated credit losses the Company will incur over the life of the loan. ACL
requires a projection of credit losses over the contract lifetime of the credit
adjusted for prepayment tendencies. Management analyzes the adequacy of the ACL
regularly through reviews of the loan portfolio. Consideration is given to
economic conditions, changes in interest rates and the effect of such changes on
collateral values and borrowers' ability to pay, changes in the composition of
the loan portfolio and trends in past due and non-performing loan balances. The
ACL is a material estimate that is susceptible to significant fluctuation and is
established through a provision for credit losses based on management's
evaluation of the inherent risk in the loan portfolio. In addition to extensive
in-house loan monitoring procedures, the Company utilizes an outside party to
conduct an independent loan review of commercial loan and commercial real estate
loan relationships. The Company's goal is to have 45-50% of the portfolio
reviewed annually using a risk based approach. Management utilizes the results
of this outside loan review to assess the effectiveness of its internal loan
grading system as well as to assist in the assessment of the overall adequacy of
the ACL associated with these types of loans.

                                       29
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The ACL is made up of two basic components. The first component of the allowance
for credit loss is the specific reserve in which the Company sets aside reserves
based on the analysis of individually analyzed credits. In establishing specific
reserves, the Company analyzes all substandard, doubtful and loss graded loans
quarterly and makes judgments about the risk of loss based on the cash flow of
the borrower, the value of any collateral and the financial strength of any
guarantors. If the loan is individually analyzed and cash flow dependent, then a
specific reserve is established for the discount on the net present value of
expected future cash flows. If the loan is individually analyzed and collateral
dependent, then any shortfall is usually charged off. The Company also considers
the impacts of any Small Business Administration ("SBA") or Farm Service Agency
("FSA") guarantees. The specific reserve portion of the ACL was $2.4 million at
December 31, 2022, and $7.1 million at December 31, 2021.

The second component is a general reserve, which is used to record credit loss
reserves for loans in which the Company estimates the potential losses over the
contractual lifetime of the loan adjusted for prepayment tendencies. In
addition, the future economic environment is incorporated in projections with
loss expectations to revert to the long-run historical mean after such time as
management can no longer make or obtain a reasonable and supportable forecast.
For purposes of the general reserve analysis, the six loan portfolio segments
are further segregated into fifteen different loan pools to allocate the ACL.
Residential real estate is further segregated into owner occupied and nonowner
occupied for ACL. Commercial real estate is split into owner occupied, nonowner
occupied, multifamily, agriculture land and other commercial real estate.
Commercial credits are comprised of commercial working capital, agriculture
production, and other commercial credits. Construction is split out into
construction residential and construction other. Consumer is further segregated
in to consumer direct and consumer indirect. The Company utilizes three
different methodologies to analyze loan pools.

Discounted cash flows ("DCF") was selected as the appropriate method for loan
segments with longer average lives and regular payment structures. This method
is applied to a majority of the Company's real estate loans and consumer
indirect. DCF generates cash flow projections at the instrument level where
payment expectations are adjusted for prepayment and curtailment to produce an
expected cash flow stream. This expected cash flow stream is compared to the
contractual cash flows to establish a valuation account for these loans.

The probability of default/loss given default ("PD/LGD") methodology was
selected as most appropriate for loan segments with average lives of three years
or less and/or irregular payment structures. This methodology was used for home
equity and commercial portfolios. A loan is considered to default if one of the
following is detected:

Becomes 90 days or more past due;



•
Is placed on nonaccrual;

•
Is marked as a TDR; or

•

Is partially or wholly charged-off.



The default rate is measured on the current life of the loan segment using a
weighted average of the four most recent quarters. PD/LGD is determined on a
dollar-ratio basis, measuring the ratio of net charged off principal to
defaulted principal.

The consumer portfolio contains loans with many different payment structures,
payment streams and collateral. The remaining life method was deemed most
appropriate for the consumer direct loans, while the DCF method was deemed
appropriate for the consumer indirect loans as stated above. The weighted
average remaining life uses an annual charge-off rate over several vintages to
estimate credit losses. The average annual charge-off rate is applied to the
contractual term adjusted for prepayments.

Additionally, CECL requires a reasonable and supportable forecast when
establishing the ACL. The Company estimates losses over an approximate one-year
forecast period using Moody's baseline economic forecasts, and then reverts to
longer term historical loss experience over a three-year period.

The quantitative general allowance increased to $15.0 million at December 31,
2022, from $12.3 million at December 31, 2021, primarily due to the increase in
loan volume in the portfolio and the impact of forecasted unemployment rate.

In addition to the quantitative analysis, a qualitative analysis is performed
each quarter to provide additional general reserves on the loan portfolios not
individually analyzed for various factors. The overall qualitative factors are
based on nine sub-factors. The nine sub-factors have been aggregated into three
qualitative factors: economic, environment and risk.

ECONOMIC

1)

Changes in international, national and local economic business conditions and developments, including the condition of various market segments.

2)

Changes in the value of underlying collateral for collateral dependent loans.



ENVIRONMENT

3)

Changes in the nature and volume in the loan portfolio.

4)

The existence and effect of any concentrations of credit and changes in the level of such concentrations.


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5)

Changes in lending policies and procedures, including underwriting standards and collection, charge-off and recovery practices.

6)

Changes in the quality and breadth of the loan review process.

7)

Changes in the experience, ability and depth of lending management and staff.



RISK

8)

Changes in the trends of the volume and severity of delinquent and classified loans, and changes in the volume of non-accrual loans, TDRs, and other loan modifications.

9)

Changes in the political and regulatory environment.



The qualitative analysis indicated a general reserve of $55.4 million at
December 31, 2022, compared to $47.1 million at December 31, 2021. The increase
was mainly due to changes in the economic environment as a result of inflation
and global conditions. Management reviewed the overall economic, environmental
and risk factors and determined that it was appropriate to make adjustments to
these sub-factors based on that review. The Company's general reserve
percentages for main loan segments, not otherwise classified, ranged from 0.67%
for construction loans to 1.39% for home equity/improvement loans at December
31, 2022.

Under CECL, when loans are purchased with evidence of more than insignificant
deterioration of credit, they are accounted for as purchase credit deteriorated
("PCD"). PCD loans acquired in a transaction are marked to fair value and a mark
on yield is recorded. In addition, an adjustment is made to the ACL for the
expected loss through retained earnings on the acquisition date. These loans are
assessed on a regular basis and subsequent adjustments to the ACL are recorded
on the income statement. On January 31, 2020, as a result of the merger of
United Community Federal Corp. ("UCFC") with and into Premier (the "Merger"),
the Company acquired PCD loans with a fair value of $79.1 million, a recorded
adjustment on yield of $4.1 million and an increase to the ACL of $7.7 million.

As a result of the quantitative and qualitative analyses, along with the change
in specific reserves and the increase in net charge-offs during the year, the
Company's provision for credit losses for the year ended December 31, 2022 was
an expense of $12.5 million. This is compared to a recovery of $6.7 million for
the year ended December 31, 2021. The ACL was $72.8 million at December 31,
2022, and $66.5 million at December 31, 2021. The ACL represented 1.13% of
loans, net of undisbursed loan funds and deferred fees and costs at December 31,
2022, and 1.26% at December 31, 2021. In management's opinion, the overall ACL
of $72.8 million as of December 31, 2022, was adequate to cover anticipated
losses over the lifetime of the loans.

Management also assesses the value of OREO as of the end of each accounting
period and recognizes write-downs to the value of that real estate in the income
statement if conditions dictate. During the year ended December 31, 2022, there
were $8,600 in write-downs of real estate held for sale. Management believes
that the values recorded at December 31, 2022, for OREO and repossessed assets
represent the realizable value of such assets.

Total classified loans decreased to $43.8 million at December 31, 2022, compared
to $69.5 million at December 31, 2021, a decrease of $25.7 million, primarily
due to improved asset quality.

The Company's ratio of ACL to non-performing loans was 215.3% at December 31,
2022, compared to 138.4% at December 31, 2021. Management monitors collateral
values of all loans included on the watch list that are collateral dependent and
believes that allowances for such loans at December 31, 2022, were appropriate.
Of the $33.8 million in non-accrual loans at December 31, 2022, $4.9 million, or
14.4%, are less than 90 days past due.

At December 31, 2022, the Company had total non-performing assets of $34.4
million, compared to $48.2 million at December 31, 2021. Non-performing assets
include loans that are on non-accrual, OREO and other assets held for sale. The
OREO balance was $619,000 and $171,000 as of December 31, 2022 and 2021,
respectively.

The net charge-offs and non-accrual loan balances as a percentage of total are presented in the table below at December 31, 2022 and 2021.



                                                   For the Year Ended                       As of December 31,
                                                    December 31, 2022                              2022
                                                Net            % of Total Net
                                            Charge-offs          Charge-offs        Non-accrual        % of Total Non-
                                            (Recoveries)        (Recoveries)           Loans            Accrual Loans
                                                                      (Dollars In Thousands)
Residential real estate                    $          202                 3.28 %   $        7,724                 22.84 %
Commercial real estate                               (159 )              -2.58 %           13,396                 39.61 %
Construction                                           13                 0.21 %                -                  0.00 %
Commercial                                          4,945                80.34 %            4,862                 14.38 %
Home equity and improvement                            12                 0.19 %            1,637                  4.84 %
Consumer finance                                      790                12.84 %            2,401                  7.10 %
PCD                                                   352                 5.72 %            3,802                 11.24 %
Total                                      $        6,155               100.00 %   $       33,822                100.00 %




                                       31

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                                                   For the Year Ended                    As of December 31,
                                                    December 31, 2021                           2021
                                                Net            % of Total Net
                                                                                                      % of Total
                                            Charge-offs          Charge-offs        Non-accrual          Non-
                                                                                                        Accrual
                                            (Recoveries)        (Recoveries)           Loans             Loans
                                                                   (Dollars In Thousands)
Residential                                $         (151 )              -1.70 %   $        9,034           19.00 %
Commercial real estate                              3,338                37.60 %           14,621           30.00 %
Construction                                            -                 0.00 %                -            0.00 %
Commercial                                          5,637                63.49 %           11,531           24.00 %
Home equity and improvement                          (185 )              -2.08 %            2,051            4.00 %
Consumer finance                                      237                 2.67 %            1,873            4.00 %
PCD                                                     2                 0.02 %            8,904           19.00 %
Total                                      $        8,878               100.00 %   $       48,014          100.00 %



The following table sets forth information concerning the allocation of
Premier's allowance for credit losses by loan categories at December 31, 2022
and 2021.

                                                December 31, 2022                December 31, 2021
                                                           Percent of                       Percent of
                                                           total loans                      total loans
                                             Amount        by category        Amount        by category
                                                              (Dollars in

Thousands)


Residential real estate                    $   16,711              21.6 %   $   12,029              20.2 %
Commercial real estate                         34,218              38.8 %       32,399              42.5 %
Construction                                    4,025              17.9 %        3,004              15.0 %
Commercial loans                               11,769              14.8 %       13,410              15.5 %
Home equity and improvement loans               4,044               3.9 %        4,221               4.6 %
Consumer loans                                  2,049               3.0 %        1,405               2.2 %
                                           $   72,816             100.0 %   $   66,468             100.0 %



Loans Acquired with Impairment



Under ASU Topic 326, when loans are purchased with evidence of more than
insignificant deterioration of credit, they are accounted for as PCD. PCD loans
acquired in a transaction are marked to fair value and a mark on yield is
recorded. In addition, an adjustment is made to the ACL for the expected loss on
the acquisition date. These loans are assessed on a regular basis and subsequent
adjustments to the ACL are recorded on the income statement.

High Loan-to-Value Mortgage Loans



The majority of Premier's mortgage loans are collateralized by
one-to-four-family residential real estate, have loan-to-value ratios of 80% or
less, and are made to borrowers in good credit standing. The Bank usually
requires residential mortgage loan borrowers whose loan-to-value is greater than
80% to purchase private mortgage insurance ("PMI"). Management also periodically
reviews and monitors the financial viability of its PMI providers.

The Bank originates and retains a limited number of residential mortgage loans
with loan-to-value ratios that exceed 80% where PMI is not required if the
borrower possesses other demonstrable strengths. The loan-to-value ratios on
these loans are generally limited to 85% and exceptions must be approved by the
Bank's Chief Credit Officer. Management monitors the balance of one-to-four
family residential loans, including home equity loans and committed lines of
credit that exceed certain loan to value standards (90% for owner occupied
residences, 85% for non-owner occupied residences and one-to-four family
construction loans, 75% for developed land and 65% for raw land). These loans
are generally paying as agreed.

Premier does not make interest-only, first-mortgage residential loans, nor does
it have residential mortgage loan products or other consumer products that allow
negative amortization.

Goodwill and Intangible Assets

Goodwill was $318.0 million at December 31, 2022 compared to $317.9 million at
December 31, 2021. This increase is a result of First Insurance acquiring Benham
Insurance Associates, Inc. ("BIA"). Core deposit intangibles and other
intangible assets decreased to $19.1 million at December 31, 2022, compared to
$24.1 million at December 31, 2021, due to the recognition of $5.4 million of

                                       32
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amortization partially offset by intangibles recorded as a part of the BIA acquisition. No impairment of goodwill was recorded in 2022 or 2021.

Deposits



Total deposits at December 31, 2022, were $6.9 billion compared to $6.3 billion
at December 31, 2021, an increase of $624.7 million, or 9.9%.
Noninterest-bearing checking accounts grew by $144.7 million, interest-bearing
checking accounts and money markets grew by $232.7 million, savings decreased by
$6.4 million and retail certificates of deposit decreased by $109.9 million.
Management can utilize the national market for certificates of deposit to
supplement its funding needs if necessary. For more details on the deposit
balances in general see Note 10 - Deposits to the Consolidated Financial
Statements.

Borrowings



Premier had $428.0 million in FHLB advances or securities sold with agreements
to repurchase at December 31, 2022 compared to no outstanding advances at
December 31, 2021. This increase, along with an increase in deposits and a
decrease in security balances, was used to fund the increase in loan balances in
2022.

Subordinated Debentures

Subordinated debentures were $85.1 million at December 31, 2022, compared to
$85.0 million at December 31, 2021. In 2020, the Company issued $50.0 million
aggregate principal amount fixed-to-floating rate subordinated notes due in 2030
in a private offering exempt from the registration requirements under the
Securities Act of 1933, as amended. These notes carry a fixed rate of 4.00% for
five years then a floating rate equal to the three-month SOFR rate plus 388.5
basis points. The Company may, at its option, redeem the notes, in whole or
part, from time to time, subject to certain conditions, beginning on September
30, 2025. The net proceeds of the sale were approximately $48.8 million, after
deducting the offering expenses.

Equity



Total stockholders' equity decreased $135.8 million to $887.7 million at
December 31, 2022, compared to $1.02 billion at December 31, 2021. The decrease
in stockholders' equity was primarily the result of a decrease in accumulated
other comprehensive income, which was primarily related to a $138.2 million
negative valuation adjustment on the available-for-sale securities portfolio.
Also contributing to the decline was the payment of $42.8 million of common
stock dividends and the repurchase of 884,000 shares of common stock totaling
$26.9 million. This was partially offset by the recording net income of $102.2
million.

Results of Operations

Summary

Premier reported net income of $102.2 million for the year ended December 31,
2022, compared to $126.1 million and $63.1 million for the years ended December
31, 2021 and 2020, respectively. On a diluted per common share basis, Premier
earned $2.85 in 2022, $3.39 in 2021 and $1.75 in 2020. The results for 2020
include eleven months of income and expenses from UCFC compared to twelve months
in 2021 as well as $1.01 in Merger-related expense and additional provision cost
as a result of the Merger and the adoption of CECL.

Net Interest Income



Premier's net interest income is determined by its interest rate spread (i.e.,
the difference between the yields on its interest-earning assets and the rates
paid on its interest-bearing liabilities) and the relative amounts of average
interest-earning assets and interest-bearing liabilities.

Net interest income was $242.9 million for the year ended December 31, 2022,
compared to $227.4 million and $208.0 million for the years ended December 31,
2021 and 2020, respectively. The tax-equivalent net interest margin was 3.37%,
3.39% and 3.52% for the years ended December 31, 2022, 2021 and 2020,
respectively. The margin decreased 2 basis points between 2022 and 2021
primarily due to the sharp increase in interest rates and inversion of the yield
curve which negatively impacted funding costs. Interest-earning asset yields
increased 22 basis points (to 3.85% in 2022 from 3.63% in 2021) while the cost
of interest- bearing liabilities between the two periods increased 34 basis
points (to 0.68% in 2022 from 0.34% in 2021).

Total interest income increased by $34.1 million, or 14.0%, to $277.7 million
for the year ended December 31, 2022, from $243.6 million for the year ended
December 31, 2021. This increase was primarily due to an increase in loan and
security income. Interest income from loans increased to $249.6 million for 2022
compared to $223.8 million in 2021, which represents an increase of 11.5%. The
average balance of loans receivable increased $412.3 million to $5.89 billion
for 2022, from $5.47 billion for 2021. The average yield on loans increased 15
basis points to 4.24% in 2022 from 4.09% in 2021.

During the same period, the average balance of investment securities increased
to $1.26 billion in 2022 from $1.14 billion for the year ended December 31,
2021. Interest income from investment securities increased to $26.1 million in
2022 compared to $19.4 million in 2021.

                                       33
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Interest expense increased by $18.6 million to $34.8 million in 2022 compared to
$16.2 million 2021. This increase was mainly due to a 26 basis point increase in
the average cost of funds in 2022 and a $0.38 billion increase in the average
balance of interest-bearing liabilities. The average balance of interest-bearing
deposits increased $0.13 billion to $4.74 billion in 2022, from $4.61 billion in
2021. Interest expense related to interest-bearing deposits was $24.9 million in
2022 compared to $13.5 million in 2021.

Interest expense on FHLB advances was $6.6 million in 2022 and $23,000 in 2021.
The increase in FHLB advance expense was due to increased utilization in 2022 as
a result of increased loans. Interest expense recognized by the Company related
to subordinated debentures was $3.3 million in 2022 and $2.7 million in 2021.

Total interest income increased by $5.6 million, or 2.4%, to $243.6 million for
the year ended December 31, 2021, from $237.9 million for the year ended
December 31, 2020. This increase was primarily due to an increase in securities
income offset partly by a decrease in loans income. Interest income from loans
decreased to $223.8 million for 2021 compared to $225.1 million in 2020, which
represents a decrease of 0.6%. The average balance of loans receivable increased
$249.3 million to $5.47 billion for 2021, from $5.22 billion for 2020. However,
the average yield on loans decreased 0.22% to 4.09% in 2021 from 4.31% in 2020.

During the same period, the average balance of investment securities increased
to $1.14 billion in 2021 from $0.54 billion for the year ended December 31,
2020, primarily as a result of increasing deposits and decreasing loans.
Interest income from investment securities increased to $19.4 million in 2021
compared to $11.5 million in 2020.

Interest expense decreased by $13.7 million to $16.2 million in 2021 compared to
$19.9 million 2020. This decrease was mainly due to a 28 basis point decrease in
the average cost of funds in 2021 offset by a $0.42 billion increase in the
average balance of interest-bearing liabilities. The average balance of
interest-bearing deposits increased $0.56 billion to $4.61 billion in 2021, from
$40.5 billion in 2020. Interest expense related to interest-bearing deposits was
$13.5 million in 2021 compared to $26.9 million in 2020.

Interest expense on FHLB advances was $23,000 in 2021 and $1.7 million in 2020.
The decrease in FHLB advance expense was due to lower utilization in 2021 as a
result of increased deposits. Interest expense recognized by the Company related
to subordinated debentures was $2.7 million in 2021 and $1.3 million in 2020,
with the increase primarily due to the recognition of a full year of expense in
2021 compared to a partial year in 2020.

                                       34
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The following table shows an analysis of net interest margin on a tax equivalent basis for the years ended December 31, 2022, 2021 and 2020:



                                                                                          Year Ended December 31,
                                                                                          (Dollars In Thousands)
                                                   2022                                            2021                                            2020
                                  Average                          Yield/         Average                          Yield/         Average                          Yield/
                                  Balance        Interest(1)        Rate          Balance        Interest(1)        Rate          Balance        Interest(1)        Rate
Interest-Earning Assets:
Loans receivable (4)            $ 5,885,969     $     249,586          4.24 

% $ 5,473,668 $ 223,823 4.09 % $ 5,224,357 $ 225,179 4.31 % Securities (5)

                    1,258,901            26,884          2.14 %     1,135,434            20,346          1.79 %       544,643            12,393          2.28 %
Interest-earning deposits            70,917               831          1.17 %       111,433               198          0.18 %       124,011               435          0.35 %
FHLB stock                           21,834             1,225          5.61 %        11,643               233          2.00 %        38,954               958          2.46 %
Total interest-earning assets     7,237,621           278,526          3.85 %     6,732,178           244,600          3.63 %     5,931,965           238,965          4.03 %
Noninterest-earning assets          694,777                                         750,400                                         660,668
Total Assets                    $ 7,932,398                                     $ 7,482,578                                     $ 6,592,633
Interest-Bearing Liabilities:
Interest-bearing deposits       $ 4,741,827     $      24,909          0.53

%   $ 4,611,525     $      13,482          0.29 %   $ 4,050,958     $      26,918          0.66 %
FHLB advances                       263,551             6,550          2.49 %        12,586                23          0.18 %       187,745             1,691          0.90 %
Subordinated debentures              85,036             3,327          3.91 %        84,911             2,713          3.20 %        48,471             1,300          2.68 %
Other borrowings                        183                 5          2.73 %            52                 -          0.75 %         6,047                32          0.53 %
Total interest-bearing
  liabilities                     5,090,597            34,791          0.68 %     4,709,074            16,218          0.34 %     4,293,221            29,941          0.70 %
Noninterest-bearing
  demand deposits                 1,791,712                 -             -       1,676,006                 -             -       1,311,478                 -             -
Total including non-
  interest- bearing demand
  deposits                        6,882,309            34,791          0.51 %     6,385,080            16,218          0.25 %     5,604,699            29,941          0.53 %
Other noninterest liabilities       122,555                                          88,461                                          89,842
Total Liabilities                 7,004,864                                       6,473,541                                       5,694,541
Stockholders' equity                927,534                                       1,009,037                                         898,092
Total liabilities and
  stockholders' equity          $ 7,932,398                                     $ 7,482,578                                     $ 6,592,633
Net interest income;
  interest rate spread (2)                      $     243,735          3.17

%                   $     228,382          3.29 %                   $     209,024          3.33 %
Net interest margin (3)                                                3.37 %                                          3.39 %                                          3.52 %
Average interest-earning

assets to average interest-


  bearing liabilities                                                 142.2 %                                         143.0 %                                         138.2 %



(1)
Interest on certain tax exempt loans and tax-exempt securities in 2022, 2021 and
2020 is not taxable for Federal income tax purposes. In order to compare the
tax-exempt yields on these assets to taxable yields, the interest earned on
these assets is adjusted to a pre-tax equivalent amount based on the marginal
corporate federal income tax rate of 21%.
(2)
Interest rate spread is the difference in the yield on interest-earning assets
and the cost of interest-bearing liabilities.
(3)
Net interest margin is net interest income divided by average interest-earning
assets excluding average unrealized gains/losses. See Non-GAAP Financial
Measures discussion above for further details.
(4)
For the purpose of the computation for loans, non-accrual loans are included in
the average loans outstanding.
(5)
Securities yield = annualized interest income divided by the average balance of
securities, excluding average unrealized gains/losses.

See Non-GAAP Financial Measure discussion above for further details.



The following table describes the extent to which changes in interest rates and
changes in volume of interest-related assets and liabilities have affected
Premier's tax-equivalent interest income and interest expense during the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in
volume (change in volume multiplied by prior year rate), (ii) change in rate
(change in rate multiplied by prior year volume), and (iii) total change in rate
and volume. The combined effect of changes in both rate and volume has been
allocated proportionately to the change due to rate and the change due to
volume.

                                       35
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Year Ended December 31,


                                                                                   (In Thousands)
                                                        2022 vs. 2021                                          2021 vs. 2020
                                        Increase           Increase            Total           Increase           Increase            Total
                                       (decrease)         (decrease)          increase        (decrease)         (decrease)          increase
                                       due to rate       due to volume     

(decrease) due to rate due to volume (decrease) Interest-Earning Assets Loans

$       8,829     $        16,934

$ 25,763 $ (12,042 ) $ 10,686 $ (1,356 ) Securities

                                    4,406               2,132            6,538            (5,564 )            13,517            7,953
Interest-earning deposits                       702                 (69 )            633              (189 )               (48 )           (237 )
FHLB stock                                      788                 204              992               (54 )              (671 )           (725 )

Total interest-earning assets $ 14,725 $ 19,201 $ 33,926 $ (17,849 ) $ 23,484 $ 5,635 Interest-Bearing Liabilities Deposits

$      11,380     $            47     $     11,427     $     (17,063 )   $         3,627     $    (13,436 )
FHLB advances                                 6,088                 439            6,527               (91 )            (1,578 )         (1,669 )
Subordinated Debentures                         604                  10              614               442                 971            1,413
Notes Payable                                     4                   1                5                 -                 (32 )            (32 )
Total interest- bearing liabilities   $      18,076     $           497     

$ 18,573 $ (16,712 ) $ 2,988 $ (13,724 ) Increase in net interest income

$     15,353                                           $     19,359



(1)

The change in interest rates due to both rate and volume has been allocated between the factors in proportion to the relationship of the absolute dollar amounts of the change in each.



Provision for credit losses - Premier's provision for credit losses was an
expense of $14.3 million, a recovery of $7.1 million and an expense of $44.3
million for the years ended December 31, 2022, 2021, and 2020, respectively. The
increase in provision for 2020 included $25.9 million related to acquisition
accounting under CECL for the Merger with the remaining increase generally due
to the larger loan portfolio post-Merger and the impact of the COVID-19
pandemic. The decrease for 2021 is primarily due to improved conditions as the
economy and credit environment recovers from the COVID-19 pandemic. The increase
in 2022 was mainly due to the increase in volume in loans.

Provisions for credit losses are charged to earnings to bring the total
allowance for credit losses to a level deemed appropriate by management to
absorb anticipated losses over the life of the loan. Factors considered by
management include identifiable risk in the portfolios, historical experience,
the volume and type of lending conducted by Premier, the amount of
non-performing loans, the amount of loans graded by management as substandard,
doubtful, or loss, general economic conditions (particularly as they relate to
Premier's market areas) and other factors related to the collectability of
Premier's loan portfolio. See also Allowance for Credit Losses in this
Management's Discussion and Analysis and Note 6 to the Consolidated Financial
Statements.

Noninterest Income - Noninterest income decreased by $17.2 million, or 21.6%, to
$62.2 million in 2022 primarily due to a decrease in mortgage banking income and
losses on securities. Noninterest income decreased by $465,000, or 0.6%, in 2021
to $79.3 million down from $79.8 million for the year ended December 31, 2020.

Service fees and other charges increased to $25.9 million for the year ended
December 31, 2022, from $24.2 million for 2021 and from $22.1 million in 2020.
The increase in service fees and other charges in 2022 is primarily due to
increased customer activity for interchange and ATM/NSF charges.

Noninterest income also includes gains, losses and impairment on investment securities. In 2022, Premier recognized $550,000 of securities losses compared to $4.2 million in security gains in 2021 and $1.6 million in gains in 2020.



Mortgage banking income includes gains from the sale of mortgage loans, fees for
servicing mortgage loans for others, an offset for amortization of mortgage
servicing rights, and adjustments for impairment in the value of mortgage
servicing rights. Mortgage banking income totaled $9.9 million, $21.9 million
and $28.2 million in 2022, 2021 and 2020, respectively. The $12.1 million
decrease in 2022 from 2021 is primarily attributable to a decrease in the gain
on sale of loans of $10.7 million offset partly by a $2.5 million benefit from
lower mortgage servicing rights amortization. Premier originated less
residential mortgages for sale into the secondary market in 2022 compared with
2021 as long term interest rates stabilized resulting in less refinance
activity. The balance of the mortgage servicing right valuation allowance was
$687,000 at the end of 2022.

The $6.3 million decrease in mortgage banking income in 2021 from 2020 was
primarily attributable to a decrease in the gain on sale of loans of $19.9
million offset partly by a $13.8 million positive change in the valuation
adjustments on mortgage servicing rights. Premier originated less residential
mortgages for sale into the secondary market in 2021 compared with 2020 as long
term interest

                                       36
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rates stabilized resulting in less refinance activity. The balance of the mortgage servicing right valuation allowance was $2.7 million at the end of 2021.



Gains on the sale of non-mortgage loans, which include SBA and FSA loans,
totaled $0 in 2022 compared to $0 in 2021 and $324,000 in 2020. Fluctuations in
the volume of eligible SBA loans were the reasons for the difference in income
year to year to year.

Insurance commission income increased to $16.2 million in 2022, up $448,000 from
$15.8 million in 2021 primarily due to higher new/renewal commissions. Insurance
commission income decreased to $15.8 million in 2021, down $1.0 million from
$16.8 million in 2020 primarily due to lower contingent commissions.

Income from bank owned life insurance ("BOLI") decreased $1.2 million in 2022 to
$3.9 million down from $5.1 million in 2021 primarily due to $1.1 million of
claim gains recognized in 2021. Income in 2020 was $3.3 million.

Wealth income decreased $199,000 to $5.8 million in 2022 from $6.0 million in
2021. Wealth income decreased $132,000 to $6.0 million in 2021 from $6.2 million
in 2020.

Other noninterest income decreased to $984,000 in 2022 compared to $2.1 million
in 2021 primarily due to a $1.3 million non-recurring settlement payment in
2021. Other noninterest income increased to $2.1 million in 2021 compared to
$1.9 million in 2020 .

Noninterest Expense - Total noninterest expense for 2022 was $164.5 million compared to $157.3 million for the year ended December 31, 2021, and $164.3 million for the year ended December 31, 2020. The increase from 2021 is primarily due to an increase in compensation and benefits and other non-interest expense partially offset by a decrease in occupancy.



Compensation and benefits increased $6.8 million, or 7.5%, to $97.4 million in
2022 from $90.6 million in 2021. The increase is mainly related to higher
staffing levels for growth initiatives and higher base compensation including
mid-year adjustments. Occupancy expense decreased $1.5 million, to $14.0 million
in 2022 compared to $15.5 million in 2021 and other noninterest expenses
increased $1.6 million to $26.1 million in 2022 from $24.4 million in 2021.

Compensation and benefits increased $13.4 million, or 17.4%, to $90.6 million in
2021 up from $77.2 million in 2020. The increase is mainly related to increased
staffing, merit increases and increases in health care. Occupancy expense
decreased $819,000 to $15.5 million in 2021 compared to $16.3 million in 2020
and data processing expense decreased $1.1 million to $13.6 million in 2021 from
$14.7 million in 2020. Other noninterest expenses increased $1.8 million to
$25.1 million in 2021 from $23.3 million in 2020.

Income Taxes - Income taxes totaled $24.1 million in 2022 compared to $30.4
million in 2021 and $16.2 million in 2020. The effective tax rates for those
years were 19.1%, 19.4%, and 20.4%, respectively. The tax rate is lower than the
statutory 21% tax rate for the Company mainly because of investments in
tax-exempt securities. The earnings on tax-exempt securities are not subject to
federal income tax. See Note 17 - Income Taxes to the Consolidated Financial
Statements for further details.

Concentrations of Credit Risk



Financial institutions such as Premier generate income primarily through lending
and investing activities. The risk of loss from lending and investing activities
includes the possibility that losses may occur from the failure of another party
to perform according to the terms of the loan or investment agreement. This
possibility is known as credit risk.

Lending or investing activities that concentrate assets in a way that exposes
the Company to a material loss from any single occurrence or group of
occurrences increases credit risk. Diversifying loans and investments to prevent
concentrations of risks is one way a financial institution can reduce potential
losses due to credit risk. Examples of asset concentrations would include
multiple loans made to a single borrower and loans of inappropriate size
relative to the total capitalization of the institution. Management believes
adherence to its loan and investment policies allows it to control its exposure
to concentrations of credit risk at acceptable levels. As of December 31, 2022.
Premier's loan portfolio was concentrated geographically in its northeast,
northwest and central Ohio, northeast Indiana, and southeast Michigan market
areas. Management has also identified lending for income-generating rental
properties within commercial real estate as an industry concentration. Total
loans for income-generating rental property totaled $2.4 billion at December 31,
2022, which represents 33.4% of the Company's loan portfolio. Management
believes it has the skill and experience to manage any risks associated with
this type of lending. Loans in this category are generally paying as agreed
without any unusual or unexpected levels of delinquency. The delinquency rate in
this category, which is any loan 30 days or more past due, was 0.01% at December
31, 2022. There are no other industry concentrations that exceed 10% of the
Company's loan portfolio.

Liquidity and Capital Resources



The Company's primary source of liquidity is its core deposit base, raised
through the Bank's branch network, along with wholesale sources of funding and
its capital base. These funds, along with investment securities, provide the
ability to meet the needs of depositors while funding new loan demand and
existing commitments.

                                       37
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Cash (used in) generated from operating activities was $180.1 million, $165.9
million and ($55.6) million in 2022, 2021 and 2020, respectively. The
adjustments to reconcile net income to cash provided by or used in operations
during the periods presented consist primarily of proceeds from the sale of
loans (less the origination of loans held for sale), the provision for credit
losses, depreciation expense, the origination, amortization and impairment of
mortgage servicing rights and increases and decreases in other assets and
liabilities. The negative cash from operating activities in 2020 was primarily
due to the Company's decision to originate and sell construction loans held for
sale for the first time. Due to the time it takes to complete the construction
and sell the loans, the cash used in the origination of loans held for sale
greatly exceeded the proceeds from the sale of loans held for sale. Since this
is strictly a timing difference, the Company was comfortable paying out
dividends on its common stock in 2020 even with the negative cash provided by
operating activities.

The primary investing activity of Premier is lending and the purchase of
available-for-sale securities, which are funded with cash provided from
operating and financing activities, as well as proceeds from payment on existing
loans and proceeds from maturities of investment securities. The net cash used
for investing activities was $1.2 billion, $333.5 million and $541.9 million in
2022, 2021 and 2020, respectively.

Principal financing activities include the gathering of deposits, the
utilization of FHLB advances, and the sale of securities under agreements to
repurchase such securities and borrowings from other banks. The net cash
provided by financing activities was $993.4 million, $169.9 million and $625.5
million in 2022, 2021 and 2020, respectively. For additional information about
cash flows from Premier's operating, investing and financing activities, see the
Consolidated Statements of Cash Flows and related Notes included in the
Consolidated Financial Statements.

At December 31, 2022, Premier had the following commitments to fund deposits, borrowing obligations, leases and post-retirement benefits:




                                                     Maturity Dates by 

Period at December 31, 2022


                                                       Less than                                      More than
Contractual Obligations                   Total          1 year       1-3 years       3-5 years        5 years
                                                                    (In Thousands)
Certificates of deposit                $   910,059     $  588,723     $  292,585     $    28,618             133
Subordinated debentures                     85,103              -              -               -          85,103
Lease obligations                           20,675          2,436          3,700           2,687          11,852
Post-retirement benefits                     1,797            193            415             383             806

Total contractual obligations $ 1,017,634 $ 591,352 $ 296,700 $ 31,688 $ 97,894





To meet its obligations management can adjust the rate of savings certificates
to retain deposits in changing interest rate environments; it can sell or
securitize mortgage and non-mortgage loans; and it can turn to other sources of
financing including FHLB advances, the Federal Reserve, and brokered
certificates of deposit. At December 31, 2022, Premier had additional borrowing
capacity of $1.1 billion under its agreements with the FHLB.

The Bank is subject to various capital requirements. At December 31, 2022, the
Bank had capital ratios that exceeded the standard to be considered "well
capitalized." For additional information about Premier and the Bank's capital
requirements, see Note 16 - Regulatory Matters to the Consolidated Financial
Statements.

Critical Accounting Policies and Estimates



Premier has established various accounting policies that govern the application
of GAAP in the preparation of its Consolidated Financial Statements. The
significant accounting policies of Premier are described in the Notes to the
Consolidated Financial Statements. Certain accounting policies involve
significant judgments and assumptions by management, which have a material
impact on the carrying value of certain assets and liabilities and management
considers such accounting policies to be critical accounting policies. The
judgments and assumptions used by management are based on historical experience
and other factors, which are believed to be reasonable under the circumstances.
Because of the nature of the judgments and assumptions made by management,
actual results could differ from these judgments and estimates, which could have
a material impact on the carrying value of assets and liabilities and the
results of operations of Premier.

Allowance for credit losses - Premier believes the allowance for credit losses
is a critical accounting policy that requires the most significant judgments and
estimates used in preparation of its Consolidated Financial Statements. In
determining the appropriate estimate for the allowance for credit losses,
management considers a number of factors relative to both specific credits in
the loan portfolio and macro-economic factors relative to the economy of the
U.S. as a whole and the economies of the areas in which the Company does
business.

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Factors relative to specific credits that are considered include a customer's
payment history, a customer's recent financial performance, an assessment of the
value of collateral held, knowledge of the customer's character, the financial
strength and commitment of any guarantors, the existence of any customer or
industry concentrations, changes in a customer's competitive environment and any
other issues that may impact a customer's ability to meet his obligations.

Economic factors that are considered include levels of unemployment and inflation, GDP growth, Federal Reserve stimulus and broad global and national economic conditions.



In addition to the identification of specific customers who may be potential
credit problems, management considers its historical losses, the results of
independent loan reviews, an assessment of the adherence to underwriting
standards, and other factors in providing for credit losses that have not been
specifically classified. Management believes that the level of its allowance for
credit losses is sufficient to cover the current expected credit losses. Refer
to Allowance for credit losses in this Management's Discussion and Analysis and
Note 2 - Statement of Accounting Policies for a further description of the
Company's estimation process and methodology related to the allowance for credit
losses.

Goodwill and Intangibles - Premier has two reporting units: the Bank and First
Insurance. At December 31, 2022, Premier had goodwill of $318.0 million,
including $295.6 million in the Bank and $22.4 million in First Insurance. The
carrying value of goodwill is tested annually for impairment or more frequently
if it is determined appropriate. The evaluation for impairment involves
comparing the current estimated fair value of each reporting unit to its
carrying value, including goodwill. If the current estimated fair value of a
reporting unit exceeds its carrying value, no additional testing is required and
impairment loss is not recorded. If the estimated fair value of a reporting unit
is less than the carrying value, further valuation procedures are performed and
could result in impairment of goodwill being recorded. Further valuation
procedures would include allocating the estimated fair value to all assets and
liabilities of the reporting unit to determine an implied goodwill value. If the
implied value of goodwill of a reporting unit is less than the carrying amount
of that goodwill, an impairment loss is recognized in an amount equal to that
excess.

Premier evaluated goodwill as of December 31, 2022 and resulted in no additional
testing or impairment. If, for any future period Premier determines that there
has been impairment in the carrying value of goodwill balances, Premier will
record a charge to earnings, which could have a material adverse effect on net
income, but not risk-based capital ratios.

Premier has core deposit and other intangible assets resulting from acquisitions
which are subject to amortization. Premier determines the amount of identifiable
intangible assets based upon independent core deposit and customer relationship
analyses at the time of the acquisition. Intangible assets with finite useful
lives are evaluated for impairment whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. No events or changes
in circumstances that would indicate that the carrying amount of any
identifiable intangible assets may not be recoverable had occurred during the
years ended December 31, 2022 and 2021.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Asset/Liability Management



A significant portion of the Company's revenues and net income is derived from
net interest income and, accordingly, the Company strives to manage its
interest-earning assets and interest-bearing liabilities to generate an
appropriate contribution from net interest income. Asset and liability
management seeks to control the volatility of the Company's performance due to
changes in interest rates. The Company attempts to achieve an appropriate
relationship between rate sensitive assets and rate sensitive liabilities.

Premier monitors interest rate risk on a quarterly basis through simulation
analysis that measures the impact changes in interest rates can have on net
interest income. The simulation technique analyzes the effect of a presumed 100
basis point shift in interest rates (which is consistent with management's
estimate of the range of potential interest rate fluctuations) and takes into
account prepayment speeds on amortizing financial instruments, loan and deposit
volumes and rates, borrowings, derivative positions and non-maturity deposit
assumptions and capital requirements. It should be noted that other areas of
Premier's income statement, such as gains from sales of mortgage loans and
amortization of mortgage servicing rights are also impacted by fluctuations in
interest rates, but are not considered in the simulation of net interest income.

The table below presents, for the twelve months subsequent to December 31, 2022,
and December 31, 2021, an estimate of the change in net interest income that
would result from an immediate, parallel change in interest rates over the
entire yield curve, relative to the measured base case scenario of a static
balance sheet. The Company did not complete an earnings at risk analysis for the
down 300 basis point or down 400 basis point scenarios at December 31, 2021 due
to the level of interest rates.

                                       39
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                                                          Impact on Future Annual Net Interest Income
                                                                                         December 31,
(dollars in thousands)                                     December 31, 2022                 2021
Immediate Change in Interest Rates
+400                                                                    -0.22 %                   3.87 %
+300                                                                     0.07 %                   3.16 %
+200                                                                     0.12 %                   2.16 %
+100                                                                     0.10 %                   1.10 %
-100                                                                     1.44 %                  (3.21 )%
-200                                                                     2.12 %                  (5.36 )%
-300                                                                     0.66 %                    N/A
-400                                                                    (1.63 )%                   N/A


The results of all the simulation scenarios are within the Board mandated
guidelines as of December 31, 2022. Management reviews the Board policy limits
in all scenarios to determine if they are adequate and if any changes should be
made to Board mandated guidelines.

In addition to the simulation analysis, the Bank also prepares an economic value
of equity ("EVE") analysis. This analysis generally calculates the net present
value of the Bank's assets and liabilities in rate shock environments that range
from -400 basis points to +400 basis points. The results of this analysis are
reflected in the following table.

                      December 31, 2022              December 31, 2021
                  Economic Value of Equity       Economic Value of Equity
Change in Rates           % Change                       % Change

+ 400 bp                              (5.39 )%                        7.01 %
+ 300 bp                              (3.39 )%                        6.61 %
+ 200 bp                              (2.32 )%                        5.39 %
+ 100 bp                              (1.25 )%                        3.10 %
0 bp                                      -                              -
- 100 bp                               0.39 %                        (6.83 )%
- 200 bp                               0.49 %                          N/A
- 300 bp                              (1.46 )%                         N/A
- 400 bp                              (5.98 )%                         N/A




In evaluating the Bank's exposure to interest rate risk, certain shortcomings
inherent in each of the methods of analysis presented must be considered. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market rates while interest
rates on other types of financial instruments may lag behind current changes in
market rates. Furthermore, in the event of changes in rates, prepayments and
early withdrawal levels could differ significantly from the assumptions in
calculating the table and the results therefore may differ from those presented.

                                       40

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