The consolidated financial statements include the accounts of Republic Bancorp,
Inc. (the "Parent Company") and its wholly-owned subsidiaries, Republic Bank &
Trust Company and Republic Insurance Services, Inc. As used in this filing, the
terms "Republic," the "Company," "we," "our," and "us" refer to Republic
Bancorp, Inc., and, where the context requires, Republic Bancorp, Inc. and its
subsidiaries. The term the "Bank" refers to the Company's subsidiary bank:
Republic Bank & Trust Company. The term the "Captive" refers to the Company's
insurance subsidiary: Republic Insurance Services, Inc. All significant
intercompany balances and transactions are eliminated in consolidation.



Republic is a financial holding company headquartered in Louisville,
Kentucky. The Bank is a Kentucky-based, state-chartered non-member financial
institution that provides both traditional and non-traditional banking products
through five reportable segments using a multitude of delivery channels. While
the Bank operates primarily in its market footprint, its non-brick-and-mortar
delivery channels allow it to reach clients across the United States. The
Captive is a Nevada-based, wholly-owned insurance subsidiary of the Company.

The Captive provides property and casualty insurance coverage to the Company and the Bank as well as a group of third-party insurance captives for which insurance may not be available or economically feasible.

RBCT is a Delaware statutory business trust that is a wholly-owned unconsolidated finance subsidiary of Republic Bancorp, Inc.

Management's Discussion and Analysis of Financial Condition and Results of Operations of Republic should be read in conjunction with Part II Item 8 "Financial Statements and Supplementary Data."





Forward-looking statements discuss matters that are not historical facts. As
forward-looking statements discuss future events or conditions, the statements
often include words such as "anticipate," "believe," "estimate," "expect,"
"intend," "plan," "project," "target," "can," "could," "may," "should," "will,"
"would," "potential," or similar expressions. Do not rely on forward-looking
statements. Forward-looking statements detail management's expectations
regarding the future and are not guarantees. Forward-looking statements are
assumptions based on information known to management only as of the date the
statements are made and management undertakes no obligation to update
forward-looking statements, except as required by applicable law.



Broadly speaking, forward-looking statements include:

· projections of revenue, income, expenses, losses, earnings per share, capital

expenditures, dividends, capital structure, or other financial items;

· descriptions of plans or objectives for future operations, products, or

services;

· forecasts of future economic performance; and

· descriptions of assumptions underlying or relating to any of the foregoing.






Forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause actual results, performance, or achievements to be
materially different from future results, performance, or achievements expressed
or implied by the forward-looking statements. Actual results may differ
materially from those expressed or implied as a result of certain risks and
uncertainties, including, but not limited to the following:



· changes in political and economic conditions;

· the magnitude and frequency of changes to the FFTR implemented by the FOMC of

the FRB;

· long-term and short-term interest rate fluctuations as well as the overall

steepness of the U.S. Treasury yield curve;

· competitive product and pricing pressures in each of the Company's five

reportable segments;

· equity and fixed income market fluctuations;

· client bankruptcies and loan defaults;




 ·  inflation;


 ·  recession;

· natural disasters impacting Company operations;

· future acquisitions;

· integrations of acquired businesses;




 ·  changes in technology;


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· changes in applicable laws and regulations or the interpretation and

enforcement thereof;

· changes in fiscal, monetary, regulatory and tax policies;

· changes in accounting standards;

· monetary fluctuations;

· changes to the Company's overall internal control environment;

· success in gaining regulatory approvals when required;

· the Company's ability to qualify for future R&D federal tax credits;

· information security breaches or cyber security attacks involving either the

Company or one of the Company's third-party service providers; and

· other risks and uncertainties reported from time to time in the Company's


    filings with the SEC, including Part 1 Item 1A "Risk Factors."




Accounting Standards Updates



Effective January 1, 2020, the Company adopted ASU 2016-13 Financial Instruments
- Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which together with subsequently issued supporting ASU's, replaces
the pre-January 1, 2020 "probable-incurred" method for calculating the Company's
Allowance for Credit Losses ("ACL") with the current expected credit loss
("CECL") method. CECL is applicable to financial assets measured at amortized
cost, including loan and lease receivables and held-to-maturity debt securities.
CECL also applies to certain off-balance sheet credit exposures. In addition to
CECL,  ASU 2016-13 made changes to the accounting for AFS debt securities. One
such change is to require credit losses to be presented as an allowance rather
than as a write-down on AFS debt securities that the Company does not intend or
will likely not be compelled to sell.



When measuring an ACL, CECL primarily differs from the probable-incurred method
by: a) incorporating a lower "expected" threshold for loss recognition versus
a higher "probable" threshold; b) requiring life-of-loan considerations; and c)
requiring reasonable and supportable forecasts. The Company's CECL method is a
"static-pool" method that analyzes historical closed pools of loans over their
expected lives to attain a loss rate, which is then adjusted for current
conditions and reasonable and supportable forecasts prior to being applied to
the current balance of the analyzed pools. Due to its reasonably strong
correlation to the Company's historical net loan losses, the Company has chosen
to use the Seasonally Adjusted National Civilian Unemployment Rate as its
primary forecasting tool.



In accord with the adoption of ASU 2016-13 and CECL, the Company expects to
record by the end of the first quarter of 2020 between a $6.5 million to $8.0
million, or 15%-20%, increase in the ACL for its loans and leases, a $51,000 ACL
for its investment debt securities, and an approximate $500,000 ACL for its
off-balance sheet exposures. These adoption entries will also generally reduce
the Company's retained earnings on a tax-effected basis, with no impact on
earnings for the year ended December 31, 2020. The expected increase in ACL for
the Company's loans and leases primarily reflects additional ACL for longer
duration loan portfolios, such as the Company's residential real estate and
consumer loan portfolios. No additional segmentation of the Bank's loan
portfolios was deemed necessary upon adoption. The Company awaits the
finalization of a model validation on its CECL method prior to finalizing its
CECL adoption entries. Finally, upon adoption, the Company modified its
policies, procedures, and internal controls to ensure compliance with this ASU.



Post CECL adoption, the Company believes the life-of-loan and forecasting
considerations required by CECL may drive greater volatility in its Provision
expense than has historically existed. Furthermore, the static-pool method
employed by the Company is one of several CECL-compliant methods for calculating
an ACL; therefore, the Company expects diversity in practice concerning CECL
methods within its peer group.



For further disclosure regarding the impact to the Company's financial statements of ASUs, see Footnote 1 "Summary of Significant Accounting Policies" of Part II Item 8 "Financial Statements and Supplementary Data."





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CRITICAL ACCOUNTING POLICIES AND ESTIMATES





Republic's consolidated financial statements and accompanying footnotes have
been prepared in accordance with GAAP. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the reported periods.



Management continually evaluates the Company's accounting policies and estimates
that it uses to prepare the consolidated financial statements. In general,
management's estimates and assumptions are based on historical experience,
accounting and regulatory guidance, and information obtained from independent
third-party professionals. Actual results may differ from those estimates made
by management.



Critical accounting policies are those that management believes are the most
important to the portrayal of the Company's financial condition and operating
results and require management to make estimates that are difficult, subjective
and complex. Most accounting policies are not considered by management to be
critical accounting policies. Several factors are considered in determining
whether or not a policy is critical in the preparation of the financial
statements. These factors include, among other things, whether the estimates
have a significant impact on the financial statements, the nature of the
estimates, the ability to readily validate the estimates with other information
including independent third parties or available pricing, sensitivity of the
estimates to changes in economic conditions and whether alternative methods of
accounting may be utilized under GAAP. Management has discussed each critical
accounting policy and the methodology for the identification and determination
of critical accounting policies with the Company's Audit Committee.



Republic believes its critical accounting policies and estimates relate to the following:





 ·  Allowance and Provision


 ·  Goodwill and Other Intangible Assets


 ·  Mortgage Servicing Rights


 ·  Income Tax Accounting


 ·  Investment Securities




Allowance and Provision -  The Bank maintains an allowance for probable incurred
credit losses inherent in the Bank's loan portfolio, which includes overdrawn
deposit accounts. Management evaluates the adequacy of the Allowance monthly and
presents and discusses the analysis with the Audit Committee and the Board of
Directors quarterly.



The Allowance consists of both specific and general components. The specific
component relates to loans that are individually classified as impaired. The
general component relates to pooled loans collectively evaluated on historical
loss experience adjusted for qualitative factors.



Specific Component - Loans Individually Classified as Impaired

The Bank defines impaired loans as follows:

· All loans internally rated as "Substandard," "Doubtful" or "Loss";

· All loans on nonaccrual status;

· All TDRs;

· All loans internally rated in a PCI category with cash flows that have

deteriorated from management's initial acquisition day estimate; and

· Any other situation where the full collection of the total amount due for a


    loan is improbable or otherwise meets the definition of impaired.




Generally, loans are designated as "Classified" or "Special Mention" to ensure
more frequent monitoring. These loans are reviewed to ensure proper accrual
status and management strategy. If it is determined that there is serious doubt
as to performance in accordance with original or modified contractual terms,
then the loan is generally downgraded and may be charged down to its estimated
value and placed on nonaccrual status.



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Under GAAP, the Bank uses the following methods to measure specific loan impairment, including:

· Cash Flow Method - The recorded investment in the loan is measured against the

present value of expected future cash flows discounted at the loan's effective

interest rate. The Bank employs this method for a significant portion of its

TDRs. Impairment amounts under this method are reflected in the Bank's

Allowance as specific reserves on the respective impaired loan. These specific

reserves are adjusted quarterly based upon reevaluation of the expected future


    cash flows and changes in the recorded investment.



· Collateral Method - The recorded investment in the loan is measured against the

fair value of the collateral less estimated selling costs. The Bank employs the

fair value of collateral method for its impaired loans when repayment is based

solely on the sale or operations of the underlying collateral. Collateral fair

value is typically based on the most recent real estate valuation on file.

Measured impairment under this method is generally charged off unless the loan

is a smaller-balance, homogeneous loan. The Bank's estimated selling costs for

its collateral-dependent loans typically range from 10-13% of the fair value of

the underlying collateral, depending on the asset class. Selling costs are not

applicable for collateral-dependent loans whose repayment is based solely on


    the operations of the underlying collateral.




In addition to obtaining appraisals at the time of origination, the Bank
typically updates appraisals and/or BPOs for loans with potential impairment.
Updated valuations for commercial-related credits exhibiting an increased risk
of loss are typically obtained within one year of the previous valuation.
Collateral values for delinquent residential mortgage loans and home equity
loans are generally updated prior to a loan becoming 90 days delinquent, but no
more than 180 days past due. When measuring impairment, to the extent updated
collateral values cannot be obtained due to the lack of recent comparable sales
or for other reasons, the Bank discounts such stale valuations primarily based
on age of valuation and market conditions of the underlying collateral.



General Component - Pooled Loans Collectively Evaluated





The general component of the Allowance covers loans collectively evaluated for
impairment by loan class and is based on historical loss experience, with
potential adjustments for current relevant qualitative factors. Historical loss
experience is determined by loan performance and class and is based on the
actual loss history experienced by the Bank. Large groups of smaller-balance,
homogeneous loans are typically included in the general component but may be
individually evaluated if classified as a TDR, on nonaccrual, or a case where
the full collection of the total amount due for a such loan is improbable or
otherwise meets the definition of impaired.



In determining the historical loss rates for each respective loan class, management evaluates the following historical loss rate scenarios:





 ·  Current year to date historical loss factor average


 ·  Rolling four quarter average


 ·  Rolling eight quarter average


 ·  Rolling twelve quarter average


 ·  Rolling sixteen quarter average


 ·  Rolling twenty quarter average


 ·  Rolling twenty-four quarter average


 ·  Rolling twenty-eight quarter average


 ·  Rolling thirty-two quarter average


 ·  Rolling thirty-six quarter average


 ·  Rolling forty quarter average




In order to take account of periods of economic growth and economic downturn,
management generally uses the highest of the evaluated averages above for each
loan class when determining its historical loss factors.



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Loan classes are also evaluated utilizing subjective factors in addition to the
historical loss calculations to determine a loss allocation for each class.
Management assigns risk multiples to certain classes to account for qualitative
factors such as:



 ·  Changes in nature, volume and seasoning of the portfolio;

· Changes in experience, ability and depth of lending management and other

relevant staff;

· Changes in the quality of the Bank's credit review system;

· Changes in lending policies and procedures, including changes in underwriting

standards and collection, charge-off, and recovery practices not considered

elsewhere in estimating credit losses;

· Changes in the volume and severity of past due, nonperforming and classified

loans;

· Changes in the value of underlying collateral for collateral-dependent loans;

· Changes in international, national, regional, and local economic and business

conditions and developments that affect the collectability of portfolios,

including the condition of various market segments;

· The existence and effect of any concentrations of credit, and changes in the

level of such concentrations; and

· The effect of other external factors, such as competition and legal and

regulatory requirements on the level of estimated credit losses in the Bank's


    existing portfolio.




As this analysis, or any similar analysis, is an imprecise measure of loss, the
Allowance is subject to ongoing adjustments. Therefore, management will often
consider other significant factors that may be necessary or prudent in order to
reflect probable incurred losses in the total loan portfolio.



Management's Evaluation of the Allowance





Management evaluates the Allowance for its more traditional Core Banking
operations differently than its non-traditional RPG operations. Core Banking
operations consist of the Company's Traditional Banking, Warehouse, and Mortgage
Banking segments. RPG operations consist of the Company's TRS and RCS segments.



For Core Banking operations, management performs two calculations at year-end in
order to confirm the reasonableness of its Allowance. In the first calculation,
management compares the beginning Allowance to the net charge-offs for the most
recent calendar year. The ratio of net charge-offs to the beginning-of-year
Allowance indicates how adequately the beginning-of-year Allowance accommodated
subsequent charge-offs. Higher ratios suggest the beginning-of-year Allowance
may not have been large enough to absorb impending charge-offs, while
inordinately low ratios might indicate the accumulation of excessive allowances.
The Core Bank's net charge-off ratio to the beginning-of-year Allowance was 15%
at December 31, 2019 compared to 7% at December 31, 2018. The Core Bank's
five-year annual average for this ratio was 9% as of December 31, 2019.
Management believes the Core Bank's net charge-off ratio to beginning Allowance
was within a reasonable range at December 31, 2019 and 2018.



For the second calculation, management assesses the Core Bank's Allowance
exhaustion rate. Exhaustion rates indicate the time (expressed in years) taken
to use the beginning-of-year Allowance in the form of actual charge-offs.
Management believes an exhaustion rate that indicates a reasonable Allowance is
in a range of five to twelve years. The Core Bank's Allowance exhaustion rates
at December 31, 2019 and 2018 were 5.5 years and 8.4 years compared to the
five-year annual average of 7.4 years as of December 31, 2019. Management
believes the Core Bank's Allowance exhaustion rates were within a reasonable
range at December 31, 2019 and 2018.



Based on management's calculation, a Core Bank Allowance of $30 million, or
0.70% of total loans and leases, was an adequate estimate of probable incurred
losses within the loan portfolio as of December 31, 2019 compared to $32
million, or 0.78%, at December 31, 2018. This estimate resulted in Core Banking
Provision of $3.1 million during 2019 compared to $3.6 million in 2018. If the
mix and amount of future charge-off percentages differ significantly from those
assumptions used by management in making its determination, an adjustment to the
Core Bank Allowance and the resulting effect on the income statement could be
material.



The RPG Allowance at December 31, 2019 and 2018 primarily related to loans
originated and held for investment through the RCS segment. RCS generally
originates small-dollar, consumer credit products. In some instances, the Bank
originates these products, sells 90% of the balances within three days of loan
origination, and retains a 10% interest. RCS loans typically earn a higher yield
but also have higher credit risk compared to loans originated through Core
Banking operations, with a significant portion of RCS clients considered
subprime or near-prime borrowers.



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RCS's short-term line-of-credit product represented 26% and 36%  of the RCS
held-for-investment loan portfolio at December 31, 2019 and 2018. For this
product, management conducted an analysis of historical losses and delinquencies
by month of loan origination when determining the Allowance through September
30, 2018.  Subsequent to September 30, 2018, management conducted an analysis of
its line-of-credit product using a method similar to that employed for pooled
loans collectively evaluated, as described above.  This change in method of
analysis did not a have a material impact on the Allowance calculated for RCS's
line-of-credit product as of December 31, 2019 or 2018.  For RCS's other
products, the Allowance is and has been traditionally estimated using a method
similar to that employed for pooled loans collectively evaluated, as described
above.



RPG maintained an Allowance for loan products offered through its RCS segment at
December 31, 2019, including its line-of-credit product and its
healthcare-receivables products.  At December 31, 2019, the Allowance to total
loans estimated for each RCS product ranged from as low as 0.25% for its
healthcare-receivables portfolio to as high as 46.29% for its line-of-credit
portfolio.  A lower reserve percentage was provided for RCS's healthcare
receivables at December 31, 2019, as such receivables have recourse back to the
Company's third-party service providers in the transactions. Based on
management's calculation, an Allowance of $13.4 million, or 11%, of total RPG
loans was an adequate estimate of probable incurred losses within the RPG
portfolio as of December 31, 2019 compared to an Allowance of $13.2 million, or
13%, at December 31, 2018.



RPG's TRS segment offered its EA tax-credit product during the first two months
of 2017, 2018, and 2019. An Allowance for losses on EAs is estimated during the
limited, short-term period the product is offered. EAs are generally repaid
within three weeks of origination. Provisions for loan losses on EAs are
estimated when advances are made, with all provisions made in the first quarter
of each year. No Allowance for EAs existed as of December 31, 2019 and 2018, as
all EAs originated during the first two months of each year had either been paid
off or charged-off by June 30th of each year.



Related to the overall credit losses on EAs, the Bank's ability to control
losses is highly dependent upon its ability to predict the taxpayer's likelihood
to receive the tax refund as claimed on the taxpayer's tax return. Each year,
the Bank's EA approval model is based primarily on the prior-year's tax refund
funding patterns. Because much of the loan volume occurs each year before that
year's tax refund funding patterns can be analyzed and subsequent underwriting
changes made, credit losses during a current year could be higher than
management's predictions if tax refund funding patterns change materially
between years.



In response to changes in the legal, regulatory and competitive environment,
management annually reviews and revises the EA's product parameters. Further
changes in EA product parameters do not ensure positive results and could have
an overall material negative impact on the performance of the EA and therefore
on the Company's financial condition and results of operations.



See additional discussion regarding the EA product under the sections titled:





 ·  Part I Item 1A "Risk Factors"

· Part II Item 8 "Financial Statements and Supplementary Data," Footnote 4 "Loans

and Allowance for Loan and Lease Losses"






RPG recorded a net charge of $22.7 million, $27.8 million, and $23.9 million to
the Provision during 2019, 2018, and 2017, with the Provision for each year
primarily due to net losses on EAs and growth in short-term, consumer loans
originated through the RCS segment. If the number of future charge-offs on EAs
and RCS loans differ significantly from assumptions used by management in making
its determination, an adjustment to the RPG Allowance and the resulting effect
on the income statement could be material.



Goodwill and Other Intangible Assets - Goodwill resulting from business
acquisitions prior to January 1, 2009 represents the excess of the purchase
price over the fair value of the net assets of businesses acquired. Goodwill
resulting from business acquisitions after January 1, 2009 represents the future
economic benefits arising from other assets acquired that are individually
identified and separately recognized. Goodwill and intangible assets acquired in
a business acquisition and determined to have an indefinite useful life are not
amortized but tested for impairment at least annually.



The Company has selected September 30th as the date to perform its annual goodwill impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Bank's balance sheet.





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All goodwill is attributable to the Company's Traditional Banking segment and is
not expected to be deductible for tax purposes. Based on its assessment, the
Company believes its goodwill of $16 million at both December 31, 2019 and 2018
was not impaired and is properly recorded in the consolidated financial.



Other intangible assets consist of CDI assets arising from business acquisitions. CDI assets are initially measured at fair value and then amortized on an accelerated method over their estimated useful lives.

Related to the Company's May 17, 2016 Cornerstone acquisition, the Company maintained $469,000 and $654,000 of CDI assets as of December 31, 2019 and 2018.

The Cornerstone related CDI is scheduled to amortize through 2022.





Mortgage Servicing Rights - Mortgage loans held for sale are generally sold with
the MSRs retained. When mortgage loans are sold with servicing retained,
servicing rights are initially recorded at fair value, with the income statement
effect recorded as a component of net servicing income within Mortgage Banking
income. Fair value is based on market prices for comparable mortgage servicing
contracts, when available or alternatively, is based on a valuation model that
calculates the present value of estimated future net servicing income. All
classes of servicing assets are subsequently measured using the amortization
method, which requires servicing rights to be amortized into Mortgage Banking
income in proportion to, and over the period of, the estimated future net
servicing income of the underlying loans. Amortization of MSRs are initially set
at seven years and subsequently adjusted on a quarterly basis based on the
weighted average remaining life of the underlying loans.



MSRs are evaluated for impairment quarterly based upon the fair value of the
MSRs as compared to carrying amount. Impairment is determined by stratifying
MSRs into groupings based on predominant risk characteristics, such as interest
rate, loan type, loan terms and investor type. Impairment is recognized through
a valuation allowance for an individual grouping, to the extent that fair value
is less than the carrying amount. If the Bank later determines that all or a
portion of the impairment no longer exists for a particular grouping, a
reduction of the valuation allowance is recorded as an increase to income.
Changes in valuation allowances are reported within Mortgage Banking income on
the income statement. The fair value of the MSR portfolio is subject to
significant fluctuations as a result of changes in estimated and actual
prepayment speeds and default rates.



A primary factor influencing the fair value is the estimated life of the
underlying loans serviced. The estimated life of the loans serviced is
significantly influenced by market interest rates. During a period of declining
interest rates, the fair value of the MSRs is expected to decline due to
increased anticipated prepayment speeds within the portfolio. Alternatively,
during a period of rising interest rates, the fair value of MSRs is expected to
increase, as prepayment speeds on the underlying loans would be anticipated to
decline. Based on the estimated fair value at December 31, 2019 and 2018,
management determined there was no impairment within the MSR portfolio.



The Bank's carrying value of its MSR portfolio was $6 million and $5 million at December 31, 2019 and 2018.





Income Tax Accounting - Income tax liabilities or assets are established for the
amount of taxes payable or refundable for the current year. Deferred tax
liabilities and assets are also established for the future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. A DTL or DTA is recognized for the estimated future tax effects
attributable to temporary differences and deductions that can be carried forward
(used) in future years. The valuation of current and deferred income tax
liabilities and assets is considered critical, as it requires management to make
estimates based on provisions of the enacted tax laws. The assessment of tax
liabilities and assets involves the use of estimates, assumptions,
interpretations and judgments concerning certain accounting pronouncements and
federal and state tax codes.



There can be no assurance that future events, such as court decisions or
positions of federal and state taxing authorities, or additional information
concerning the TCJA's impact on the Company's net DTAs, will not differ from
management's current assessment, the impact of which could be significant to the
consolidated results of operations and reported earnings. The Company believes
its tax assets and liabilities are adequate and are properly recorded in the
consolidated financial statements at December 31, 2019 and 2018.



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Investment Securities - Unrealized losses for all investment securities are
reviewed to determine whether the losses are "other-than-temporary." Investment
securities are evaluated for OTTI on at least a quarterly basis and more
frequently when economic or market conditions warrant such an evaluation to
determine whether a decline in value below amortized cost is
other-than-temporary. In conducting this assessment, the Bank evaluates a number
of factors including, but not limited to the following:



· The length of time and the extent to which fair value has been less than the

amortized cost basis;

· The Bank's intent to hold until maturity or sell the debt security prior to

maturity;

· An analysis of whether it is more-likely-than-not that the Bank will be

required to sell the debt security before its anticipated recovery;

· Adverse conditions specifically related to the security, an industry, or a

geographic area;

· The historical and implied volatility of the fair value of the security;

· The payment structure of the security and the likelihood of the issuer being

able to make payments;

· Failure of the issuer to make scheduled interest or principal payments;




 ·  Any rating changes by a rating agency; and

· Recoveries or additional decline in fair value subsequent to the balance sheet


    date.




The term "other-than-temporary" is not intended to indicate that the decline is
permanent, but indicates that the prospects for a near-term recovery of value
are not necessarily favorable, or that there is a general lack of evidence to
support a realizable value equal to or greater than the carrying value of the
investment. Once a decline in value is determined to be other-than-temporary,
the value of the security is reduced and a corresponding charge to earnings is
recognized for the anticipated credit losses.



The Bank held one security with a total carrying value of $4 million at both December 31, 2019 and 2018 for which it recorded OTTI charges in previous years.





Branch Divestiture



In July 2019, the Bank entered into a definitive agreement to sell its four
banking centers located in the Kentucky cities of Owensboro, Elizabethtown, and
Frankfort to Limestone Bank ("Limestone"), a subsidiary of Limestone Bancorp,
Inc. The agreement provided that Limestone acquire loans, with balances of
approximately $128 million as of November 15, 2019 (the "Closing Date"), and
assume deposits with balances of approximately $132 million as of the Closing
Date, associated with the four banking centers.



In addition to the sale of loans and assumption of deposits, Limestone also
acquired substantially all of the fixed assets of these locations, which had a
book value of $1.3 million as of the Closing Date. Based on the Closing Date
deposits, the all-in blended premium for the transaction was 6.1% of the total
deposits transferred. The final calculated premium was based on the trailing
10-day average amount of the deposits as of the Closing Date, as well as the
branch location for the deposits.



                                       50

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OVERVIEW



Total Company net income was $91.7 million and Diluted EPS was $4.39 for 2019,
representing increases of 18% and 17% over similar metrics for 2018. Fiscal year
2019 adjusted net income, which excludes the one-time benefits from the
Company's November 2019 divestiture of its branches in Owensboro, Elizabethtown
and Frankfort, Kentucky, was $84.8 million, a 9% increase over 2018, resulting
in adjusted Diluted EPS of $4.06, adjusted ROA of 1.51%, and adjusted ROE of
11.55%. These adjusted results, which management believes improve comparability
between periods, are considered non-GAAP measures. A reconciliation to
comparable GAAP measures is provided in Table 1 below. Also impacting
comparability, the income tax expense line item for the fiscal year 2018
contained items that positively impacted the Company's overall effective tax
rate in 2018.



Table 1 below presents Republic's financial performance for the years ended
December 31, 2019, 2018, and 2017.  Additionally, Table 1 provides a
reconciliation of financial measures in accordance with U.S. generally accepted
accounting principles ("GAAP") to the Company's adjusted results, which are
non-GAAP measures that exclude certain items related to four branches divested
by the Company in November 2019. Management uses these non-GAAP measures to
evaluate the on-going performance of the Company.  Non-GAAP measures are not
formally defined by GAAP or codified in the federal banking regulations, and
other entities may use calculation methods that differ from those used by the
Company:



Table 1 - Summary




                                                                                    Percent Increase/(Decrease)
Years Ended December 31, (dollars
in thousands, except per share data)           2019         2018        

2017 2019/2018 2018/2017

Income before income tax expense - GAAP $ 113,193 $ 94,263 $ 78,386

               20 %              20 %
Less: One-time benefits from branch
divestiture (a)                                  8,729           -           -               NM                NM
Adjusted income before income tax expense
- Non-GAAP                                   $ 104,464    $ 94,263    $ 78,386               11                20

Net income - GAAP                            $  91,699    $ 77,852    $ 45,632               18                71
Less: One-time benefits from branch
divestiture (b)                                  6,896           -           -               NM                NM
Adjusted net income - Non-GAAP               $  84,803    $ 77,852    $ 45,632                9                71

Diluted EPS of Class A Common Stock -
GAAP                                         $    4.39    $   3.74    $   2.20               17                70
Less: One-time benefits from branch
divestiture (c)                                   0.33           -           -               NM                NM
Adjusted diluted EPS of Class A Common
Stock - Non-GAAP                             $    4.06    $   3.74    $   2.20                9                70

ROA - GAAP                                        1.64 %      1.52 %      0.95 %              8                60
Less: One-time benefits from branch
divestiture (d)                                   0.13           -           -               NM                NM
Adjusted ROA - Non-GAAP                           1.51 %      1.52 %      0.95 %            (1)                60

ROE - GAAP                                       12.49 %     11.67 %      7.26 %              7                61
Less: One-time benefits from branch
divestiture (e)                                   0.94           -           -               NM                NM
Adjusted ROE - Non-GAAP                          11.55 %     11.67 %      7.26 %            (1)                61


--------------------------------------------------------------------------------

(a) Includes a net gain on branch divestiture of $7.8 million and a credit to

Provision expense of $900,000 associated with divested loans. The net gain is

inclusive of $284,000 of expenses associated with the sale.

(b) Reflects (a) tax-effected with a 21% effective tax rate.

(c) Reflects contribution of (b) in calculating GAAP Diluted EPS for the period


      presented.


 (d)  Reflects (b) divided by GAAP average assets for the period presented.


 (e)  Reflects (b) divided by GAAP average equity for the period presented.




                                       51

  Table of Contents

Additional discussion follows in this section of the filing under "Results of Operations."

General highlights by reportable segment for the year ended December 31, 2019 consisted of the following:





Traditional Banking segment



· Traditional Banking pre-tax net income increased $10.3 million or 21%. Net

income within Traditional Banking increased $7.5 million, or 17%, for 2019

compared to 2018. Net income in 2019 benefitted from the $7.8 million pre-tax

net gain the Company attained on the previously discussed sale of four banking

centers, while the comparability of net income between 2019 and 2018 was

negatively impacted by additional federal tax benefits the Company recorded


    during 2018.



· Net interest income increased $7.7 million, or 5%, to $168.1 million during

2019. The Traditional Banking net interest margin remained steady at 3.76% from


    2018 to 2019.



· The Traditional Banking Provision was $2.4 million for 2019 compared to $3.7

million for 2018. The Provision for 2019 benefited from a credit of $900,000

associated with loans divested in the above mentioned branch divestiture.

· Noninterest income increased $8.6 million, or 29% during 2019, driven by the

$7.8 million pre-tax net gain on the Company's branch divestiture.

· Noninterest expense increased $7.2 million, or 5% during 2019.

· Gross Traditional Bank loans, excluding divested loans, increased by $142


    million, or 4% from December 31, 2018 to December 31, 2019.



· Traditional Bank deposits, excluding divested deposits, grew $389 million, or


    12%, from December 31, 2018 to December 31, 2019.



· Total nonperforming Traditional Bank loans to total Traditional Bank loans was


    0.65% at December 31, 2019 compared to 0.45% at December 31, 2018.



· Delinquent Traditional Bank loans to total Traditional Bank loans was 0.36% at

December 31, 2019 compared to 0.25% at December 31, 2018.




Warehouse Lending segment



 ·  Warehouse net income decreased $477,000 million, or 5%, during 2019.



· Warehouse net interest income increased $75,000 and its net interest margin


    decreased 76 basis points from 2018 to 2019.



· The Warehouse Provision was a net expense of $622,000 for 2019 compared to net


    credit of $142,000 for 2018.



· Total committed Warehouse lines increased from $1.1 billion at December 31,


    2018 to $1.2 billion at December 31, 2019.



· Average line usage was 48% during 2018 and 59% during 2019.






Mortgage Banking segment


· Within the Mortgage Banking segment, mortgage banking income increased $4.7


    million, or 97%, during 2019.



· Overall, Republic's originations of secondary market loans totaled $356 million

during 2019 compared to $177 million during the same period in 2018, with the


    Company's gain recognized as a percent of total originations increasing to
    2.48% during 2019 from 2.17% in 2018.


                                       52

  Table of Contents



Tax Refund Solutions segment



· TRS pre-tax net income increased $542,000, or 4%, while TRS net income


    increased $121,000, or 1%, during 2019.



· TRS net interest income increased $2.4 million, or 13%, during 2019.

· The TRS Provision was $11.2 million during 2019, compared to $10.9 million for


    2018.



· Noninterest income was $21.9 million for 2019 compared to $21.6 million for


    2018.



· Net RT revenue increased $1.1 million, or 6%, during 2019.

· Noninterest expense was $16.5 million for 2019 compared to $14.7 million for


    2018.



Republic Credit Solutions segment

· RCS pre-tax net income increased $5.9 million, or 39%, while RCS net income


    increased $4.5 million, or 39%, during 2019.



· RCS net interest income decreased $403,000, or 1%, during 2019.

· The RCS Provision was $11.4 million during 2019 compared to $16.9 million for


    2018.



· Noninterest income decreased $1.6 million, or 24%, during 2019.

· Noninterest expense decreased $2.4 million, or 48%, during 2019.

· Total nonperforming RCS loans to total RCS loans was 0.10% at December 31, 2019


    compared to 0.14% at December 31, 2018.



· Delinquent RCS loans to total RCS loans was 7.25% at December 31, 2019 compared


    to 7.97% at December 31, 2018.



General highlights by reportable segment for the year ended December 31, 2018 consisted of the following:





Traditional Banking segment



· Traditional Banking pre-tax net income increased $8.5 million, or 20%, while

net income increased $19.9 million, or 85%, for 2018 compared to 2017. Net

income growth benefitted from a TCJA-driven $11.4 million decrease in income


    tax expense.



· Net interest income increased $17.6 million, or 12%, to $160.4 million during

2018. Traditional Banking net interest margin increased 21 basis points to


    3.76%.




· The Traditional Banking Provision was $3.7 million for 2018 compared to $3.9


    million for 2017.




· Noninterest income increased $2.5 million, or 9% during 2018.

· Noninterest expense increased $11.8 million, or 9% during 2018.

· Gross Traditional Bank loans increased by $167 million, or 5% from December 31,


    2017 to December 31, 2018.




 ·  Traditional Bank deposits grew $64 million, or 2%, from December 31, 2017 to
    December 31, 2018.




                                       53

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· Total nonperforming Traditional Bank loans to total Traditional Bank loans was


    0.45% at December 31, 2018 compared to 0.41% at December 31, 2017.



· Delinquent Traditional Bank loans to total Traditional Bank loans was 0.25% at

December 31, 2018 compared to 0.25% at December 31, 2017.




Warehouse Lending segment



· Warehouse pre-tax net income decreased $1.8 million, or 12%, while net income

increased $765,000, or 9% during 2018. The TCJA drove a $2.6 million positive


    swing in income tax expense.



· Warehouse net interest income decreased $1.8 million, or 10%, during 2018.

Warehouse net interest margin decreased 36 basis points from 2017 to 3.17% for


    2018.



· The Warehouse Provision was a credit of $142,000 for 2018 compared to a credit


    of $150,000 for 2017.




· Total committed Warehouse lines remained at $1.1 billion from December 31, 2017


    to December 31, 2018.



· Average line usage was 48% during both 2018 and 2017.






Mortgage Banking segment


· Within the Mortgage Banking segment, mortgage banking income increased

$183,000, or 4%, during 2018.



· Overall, Republic's originations of secondary market loans totaled $177 million

during 2018 compared to $160 million during the same period in 2017, with the

Company's gain recognized as a percent of total originations decreasing to


    2.17% during 2018 from 2.48% in 2017.




Tax Refund Solutions segment



· TRS pre-tax net income increased $2.1 million, or 16%, while net income

increased $3.8 million, or 46%, during 2018. The TCJA drove a $1.7 million


    decrease in income tax expense.



· TRS net interest income increased $4.0 million, or 26%, during 2018.

· The TRS Provision was $10.9 million during 2018, compared to $6.5 million for


    2017.



· Noninterest income was $21.6 million for 2018 compared to $18.8 million for


    2017.



· Net RT revenue increased $1.5 million, or 8%, during 2018.

· Noninterest expense was $14.7 million for 2018 compared to $14.5 million for


    2017.



Republic Credit Solution segment

· RCS pre-tax net income increased $6.1 million, or 69%, while net income

increased $7.7 million, or 196%, during 2018. The TCJA drove a $1.5 million


    decrease in income tax expense.



· RCS net interest income increased $7.7 million, or 34%, during 2018.

· The RCS Provision was $16.9 million during 2018 compared to $17.4 million for


    2017.



· Noninterest income decreased $672,000, or 9%, during 2018.




                                       54

  Table of Contents


· Noninterest expense increased $1.4 million, or 41%, during 2018.

· Total nonperforming RCS loans to total RCS loans was 0.14% at December 31, 2018


    compared to 1.40% at December 31, 2017.



· Delinquent RCS loans to total RCS loans was 7.97% at December 31, 2018 compared


    to 8.43% at December 31, 2017.




RESULTS OF OPERATIONS



Net Interest Income



Banking operations are significantly dependent upon net interest income. Net
interest income is the difference between interest income on interest-earning
assets, such as loans and investment securities and the interest expense on
interest-bearing liabilities used to fund those assets, such as interest-bearing
deposits, securities sold under agreements to repurchase and FHLB advances. Net
interest income is impacted by both changes in the amount and composition of
interest-earning assets and interest-bearing liabilities, as well as market
interest rates.



Discussion of 2019 vs. 2018



A large amount of the Company's financial instruments track closely with or are
primarily indexed to either the FFTR, Prime, or LIBOR. These market rates
trended higher from December 2015 through December 2018 but began trending lower
again during 2019 as the FOMC reduced the FFTR by 75 basis points during the
year. The FOMC has provided guidance that additional changes to the FFTR will be
data dependent and it could move higher or lower depending upon market
conditions. Additional increases in short-term interest rates and overall market
rates are generally believed by management to be favorable to the Bank's net
interest income and net interest margin in the near term, while additional
decreases in short-term interest rates and overall market rates are generally
believed by management to be unfavorable to the Bank's net interest income and
net interest margin in the near term. Increases in short-term interest rates,
however, could have a negative impact on net interest income and net interest
margin if the Bank is unable to maintain its deposit balances and the cost of
those deposits at the levels assumed in its interest-rate-risk model. In
addition, a further flattening or inversion of the yield curve, causing the
spread between long-term interest rates and short-term interest rates to
decrease, could negatively impact the Company's net interest income and net
interest margin. Unknown variables, which may impact the Company's net interest
income and net interest margin in the future, include, but are not limited to,
the actual steepness of the yield curve, future demand for the Bank's financial
products and the Bank's overall future liquidity needs.



Total Company net interest income increased $10.1 million, or 4%, during 2019
compared to the same period in 2018. Growth in average loan balances was the
primary driver of the increase in net interest income, with the positive impact
of the loan growth being partially offset by net interest margin contraction.
Total Company net interest margin decreased to 4.46% during 2019 compared to
4.62% in 2018.


The most significant components affecting the total Company's net interest income and net interest margin by reportable segment follow:





Traditional Banking segment



The Traditional Banking segment's net interest income increased $7.7 million, or
5%, during 2019 compared to 2018. The Traditional Banking net interest margin
was 3.76% for 2019 and 2018.


The following factors primarily impacted the Traditional Bank's net interest income and net interest margin during 2019:

· Average Traditional Bank loans outstanding, excluding divested loans, grew $195

million during 2019, an increase of 6%. This growth was largely concentrated in

the commercial loan sector, with average CRE balances growing $68 million, or


    6%, and average C&I balances growing $79 million, or 24%.




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  Table of Contents

· Net interest income was negatively impacted by $558,000 due to the November

2019 branch divestiture as the Bank sold $128 million in loans and $132 million

in deposits as part of the transaction. Overall, net interest income from these

divested branches was $6.1 million during 2018 compared to $5.5 million during


    2019.



· While the net interest margin remained steady overall from 2018 to 2019, it

expanded during the first half of 2019 and began contracting during the second

half of the year, and particularly during the fourth quarter of 2019, as the

FOMC's rate cuts made their largest impacts to the Traditional Bank's balance

sheet. The contraction during the second half of 2019, and particularly during

the fourth quarter, was partially due to decreased value from the Traditional

Bank's noninterest-bearing funding sources. The difference between the

Traditional Banking segment's net interest margin and net interest spread was

10 basis points during the fourth quarter of 2019 compared to 17 basis points

during the fourth quarter of 2018, with the differential representing the

decreased value to the net interest margin of noninterest-bearing deposits and

stockholders' equity. The decrease in this value resulted from a 12 basis-point

decline in the yield on the Traditional Banking segment's interest-earning


    assets from the fourth quarter of 2018 to the fourth quarter of 2019.



· In addition to the decline in the yield of Traditional Bank's interest-earning

assets, the segment was also negatively impacted during the second half of 2019

by the flat, and at times inverted, U.S. Treasury yield curve in which

short-term and long-term U.S. Treasury yields remained similar to each

other. As is generally the case with all banks, the Traditional Bank's asset

yields and liability funding costs are substantially determined by the shape of

the U.S. Treasury yield curve. As a result, the Traditional Bank continued to

experience market-based pressures during the quarter to reduce its new loan

yields, which are generally tied to longer-term rates, more than any decreases

it was able to attain from its incremental funding costs. Management expects

margin compression challenges to remain in the future as long as the overall

U.S. Treasury yield curve remains flat or inverted.

For additional information on the potential future effect of changes in short-term interest rates on Republic's net interest income, see the table titled "Bank Interest Rate Sensitivity at December 31, 2019 and 2018" under "Financial Condition."





Warehouse Lending segment



Net interest income at Warehouse increased $75,000 during 2019 to $15.8 million. The following factors led to the overall changes in the Warehouse segment's net interest income and net interest margin for the year:

· Pricing pressure to the Bank on Warehouse lines of credit resulting from the

negative impact of an inverted yield curve to the Bank's Warehouse clients

primarily drove a 76-basis-point compression in the Warehouse segment's net


    interest margin.



· A sharp decline in long-term fixed mortgage rates increased Warehouse clients'

usage of their Bank lines of credit, driving average outstanding Warehouse


    balances from $496 million during 2018 to $654 million during 2019.




Warehouse Lending net interest income is greatly influenced by the overall
mortgage market and the competitive environment. The Mortgage Bankers
Association's economic forecast released in January 2020 projected mortgage
originations to decrease 7% across the United States from 2019 to 2020. If this
economic forecast turns out to be substantially accurate, management believes
that usage rates among the Bank's Warehouse Lending clients may also decrease.
This predicted decrease in mortgage volume, along with the competitive
environment, may negatively impact the Bank's ability to maintain its existing
Warehouse Lending clients and to attract new mortgage companies to its warehouse
platform, thus making it difficult to increase net interest income overall
within the Warehouse Lending segment.



Tax Refund Solutions segment





With the substantial majority of EA revenue being earned during its offering
period in the first quarter of each fiscal year, net interest income within the
TRS segment increased $2.4 million during 2019 compared to 2018. TRS's EA
product earned $19.1 million in interest income during 2019, a $1.3 million, or
7%, increase from 2018. The higher EA interest income was driven by changes the

                                       56

  Table of Contents

Company made to the EA product features for 2019 along with the client-base's
response to those changes.  For the first quarter 2019 tax season, TRS modified
its EA product offering with the following changes:



· TRS allowed the taxpayer to choose from multiple loan-amount tiers, subject to

underwriting, up to a maximum advance amount of $6,250, a substantial increase

over the maximum of $3,500 the previous year;

· TRS lowered the fee charged to the Tax Providers for the EA; and

· TRS implemented a direct fee to the taxpayer for the EA, with the annual

percentage rate to the taxpayer for his or her portion of the total fee being


    less than 36% for all offering tiers.




Despite the increase in the available EA maximum amount, the average loan amount
for the first quarter of 2019 decreased by 10% compared to the first quarter
2018 tax season, as the taxpayer base generally opted for lower loan amounts
this tax season. While the average amount borrowed per loan decreased during
2019, the average fee per loan increased 6% for the same period, as the combined
Tax Provider and taxpayer fee for 2019 resulted in a higher total average fee
per loan than the lone tax provider fee in 2018.



See additional discussion regarding the EA product under the sections titled:





 ·  Part I Item 1A "Risk Factors"

· Part II Item 8 "Financial Statements and Supplementary Data," Footnote 4 "Loans


    and Allowance for Loan and Lease Losses"



Republic Credit Solutions segment





RCS's net interest income decreased $403,000, or 1%, from 2018 to 2019. The
decrease was driven primarily by a decline in the average balances of RCS's
line-of-credit product. Loan fees on RCS's line-of-credit product recorded as
interest income decreased to $25.6 million during 2019 compared to $26.3 million
during 2018 and accounted for 79% and 82% of all RCS interest income on loans
during the periods.



Future long-term growth in interest income from RCS's line-of-credit product is
restricted by a current on-balance-sheet Board-approved risk limit of $40
million for the Company. As of December 31, 2019, the total outstanding
on-balance-sheet amount, including loans held for sale, related to this product
was $31 million.



Discussion of 2018 vs. 2017



Total Company net interest income increased $27.5 million, or 14%, during 2018
compared to the same period in 2017. Net interest margin expansion was the
primary driver of the increase in net interest income, with loan growth
providing a complement to the net interest margin expansion. Total Company net
interest margin increased to 4.62% during 2018 compared to 4.32% in 2017.



The most significant components affecting the total Company's net interest income and net interest margin by reportable segment follow:





Traditional Banking segment


The Traditional Banking segment's net interest income increased $17.6 million, or 12%, during 2018 compared to 2017. The Traditional Banking net interest margin was 3.76% for 2018, an increase of 21 basis points from 2017.

The following factors primarily drove the increases in the Traditional Bank's net interest income and net interest margin during 2018:

· In general, with market interest rates rising, the Traditional Bank's

interest-earning assets repriced at a faster pace than its interest-bearing

liabilities during 2018, leading to a higher spread for this operating segment.

Altogether the Traditional Bank's net interest spread increased 17 basis points

from 2017 to 2018. Contributing significantly to this overall expansion in net

interest spread was the ability of the Traditional Bank to constrain its

overall funding costs related to its non-maturity deposits, whose costs

increased 17 basis points from 2017 to 2018, compared to a 60-basis-point

increase in the investment portfolio yield and a 20-basis-point increase in the

Traditional Bank loan yield during these same periods.




                                       57

  Table of Contents

· The difference between the Traditional Bank's net interest margin and net

interest spread was 14 basis points during 2018 compared to 10 basis points

during 2017. The differential between the net interest margin and net interest

spread represents the value of the Traditional Bank's noninterest-bearing

deposits and stockholders' equity to its net interest margin. Because of rising

short-term interest rates from December 31, 2017 to December 31, 2018, as

measured by the increase of 100 basis points in the FFTR during this period,

the contribution of the Traditional Bank's noninterest-bearing deposits and

stockholders' equity to the net interest margin increased significantly.

· Average Traditional Bank loans outstanding, excluding loans from the Company's

2012 FDIC-assisted transactions, grew to $3.5 billion during 2018 from $3.2

billion during 2017, an increase of 7%. This growth was largely concentrated in

the commercial loan sector, with average CRE balances growing $121 million, or


    11%, and average C&I balances growing $66 million, or 25%.



· The Traditional Bank's 2012 FDIC-assisted transactions contributed $3.8 million

less in net interest income during 2018 compared to the same period in 2017, as

two large payoffs during 2017 contributed approximately $3.5 million of

accretion to net interest income. Substantially all of the accretable discount


    on the acquired loans had been recognized by December 31, 2017.




Warehouse Lending segment



Warehouse's net interest income decreased $1.8 million, or 10%, for 2018
compared to the same period in 2017. An internal change in the way the Company
assigns cost of funds to its Warehouse segment through its FTP methodology
resulted in the Warehouse segment's fluctuation in net interest income.
Effective January 1, 2018, the Company changed its Warehouse FTP methodology to
be more consistent with that used for other Core Bank loan products with similar
pricing and duration characteristics. This change had a $1.3 million negative
comparable impact on the Warehouse net interest income for 2018 and a
corresponding positive comparable impact of $1.3 million to the Traditional
Bank's net interest income.



Total Warehouse line commitments remained at $1.1 billion from December 31, 2017
to December 31, 2018. Average line usage on Warehouse commitments was 48% during
both 2018 and 2017.


Tax Refund Solutions segment





Net interest income within the TRS segment increased $4.0 million during 2018
compared to 2017. TRS's EA product earned $17.8 million in interest income
during 2018, a $3.6 million, or 25%, increase from the same period in 2017. The
higher EA income was driven by an increase in EA origination volume, as the
Company originated $430 million in EAs during 2018 compared to $329 million
during the 2017. The increase in EA origination volume during 2018 resulted
primarily from an increase in the maximum EA advance amount.



Republic Credit Solutions segment





RCS's net interest income increased $7.7 million, or 34%, from 2017 to 2018. The
increase was driven primarily by an increase in fee income from RCS's
line-of-credit product. Loan fees on RCS's line-of-credit product recorded as
interest income increased to $26.3 million during 2018 compared to $20.2 million
during 2017 and accounted for 82% and 88% of all RCS interest income on loans
during the periods.



                                       58

  Table of Contents

Table 2 - Total Company Average Balance Sheets and Interest Rates






                                                                                       Years Ended December 31,
                                                         2019                                    2018                                    2017
                                            Average                   Average       Average                   Average       Average                   Average
(dollars in thousands)                      Balance      Interest      Rate         Balance      Interest      Rate         Balance      Interest      Rate

ASSETS

Interest-earning assets:
Federal funds sold and other
interest-earning deposits                 $   260,131    $   5,781

2.22 % $ 255,708 $ 4,752 1.86 % $ 188,427 $ 2,126

     1.13 %
Investment securities, including
FHLB stock (1)                                564,631       15,038       

2.66 542,258 13,808 2.55 574,027 11,070

1.93


TRS Easy Advance loans (2)                     33,931       19,114      56.33          31,112       17,832      57.32          19,596       14,220      72.57
Other RPG loans (3) (6)                       120,831       33,069      27.37          91,923       32,247      35.08          49,475       23,452      47.40
Outstanding Warehouse lines of
credit (4) (6)                                653,865       30,815       

4.71 496,380 25,526 5.14 496,665 22,144

4.46


All other Traditional Bank loans
(5) (6)                                     3,661,720      177,066       

4.84 3,475,503 162,016 4.66 3,265,670 145,766

4.46



Total interest-earning assets               5,295,109      280,883       

5.30 4,892,884 256,181 5.24 4,593,860 218,778

4.76



Allowance for loan and lease losses          (50,624)                                (47,774)                                (39,202)

Noninterest-earning assets:
Noninterest-earning cash and cash
equivalents                                    99,580                                 109,798                                  99,888
Premises and equipment, net                    45,276                                  46,300                                  44,519
Bank owned life insurance                      65,682                                  64,132                                  62,572
Other assets (1)                              122,620                                  65,288                                  64,571
Total assets                              $ 5,577,643                             $ 5,130,628                             $ 4,826,208

LIABILITIES AND STOCKHOLDERS'
EQUITY

Interest-bearing liabilities:
Transaction accounts                      $ 1,141,084    $   5,626       0.49 %   $ 1,120,633    $   4,341       0.39 %   $ 1,095,276    $   2,448       0.22 %
Money market accounts                         772,854        7,477       0.97         639,560        4,026       0.63         554,336        1,586       0.29
Time deposits                                 409,301        8,254       2.02         348,670        5,699       1.63         266,332        3,166   

1.19


Reciprocal money market and time
deposits                                      207,126        2,739       1.32         301,291        2,289       0.76         235,127        1,072       0.46
Brokered deposits                             225,581        5,039       2.23          35,231          662       1.88         116,592        1,530       1.31

Total interest-bearing deposits             2,755,946       29,135       

1.06 2,445,385 17,017 0.70 2,267,663 9,802

0.43



Securities sold under agreements to
repurchase and other short-term
borrowings                                    236,883        1,211       

0.51 225,145 1,125 0.50 219,515 502

0.23


Federal Home Loan Bank advances               595,613       12,791       2.15         557,090       10,473       1.88         563,552        8,860       1.57
Subordinated note                              41,240        1,620       3.93          41,240        1,508       3.66          41,240        1,094       2.65

Total interest-bearing liabilities 3,629,682 44,757 1.23 3,268,860 30,123 0.92 3,091,970 20,258

0.66



Noninterest-bearing liabilities and
Stockholders' equity:
Noninterest-bearing deposits                1,120,608                               1,147,432                               1,073,181
Other liabilities                              93,072                                  47,357                                  32,728
Stockholders' equity                          734,281                                 666,979                                 628,329
Total liabilities and stockholders'
equity                                    $ 5,577,643                             $ 5,130,628                             $ 4,826,208

Net interest income                                      $ 236,126                               $ 226,058                               $ 198,520

Net interest spread                                                      4.07 %                                  4.32 %                                  4.10 %

Net interest margin                                                      4.46 %                                  4.62 %                                  4.32 %


--------------------------------------------------------------------------------

(1) For the purpose of this calculation, the fair market value adjustment on

investment securities resulting from ASC Topic 320, Investments - Debt and

Equity Securities, is included as a component of other assets.

(2) Interest income for Easy Advances is composed entirely of loan fees.

(3) Interest income includes loan fees of $27.0 million, $27.2 million and $20.8


      million for 2019, 2018, and 2017.


 (4)  Interest income includes loan fees of $2.9 million, $3.0 million and $3.2
      million for 2019, 2018, and 2017.


 (5)  Interest income includes loan fees of $5.4 million, $5.7 million and $7.9
      million for 2019, 2018, and 2017.

(6) Average balances for loans include the principal balance of nonaccrual loans


      and loans held for sale, and are inclusive of all loan premiums, discounts,
      fees and costs.


                                       59

  Table of Contents

Table 3 illustrates the extent to which changes in interest rates and changes in
the volume of interest-earning assets and interest-bearing liabilities impacted
Republic's interest income and interest expense during the periods indicated.
Information is provided in each category with respect to (i) changes
attributable to changes in volume (changes in volume multiplied by prior rate),
(ii) changes attributable to changes in rate (changes in rate multiplied by
prior volume) and (iii) net change. The changes attributable to the combined
impact of volume and rate have been allocated proportionately to the changes due
to volume and the changes due to rate.



Table 3 - Total Company Volume/Rate Variance Analysis






                                                    Year Ended December 31, 2019                          Year Ended December 31, 2018
                                                            Compared to                                           Compared to
                                                    Year Ended December 31, 2018                          Year Ended December 31, 2017
                                          Total Net         Increase / (Decrease) Due to        Total Net         Increase / (Decrease) Due to
(in thousands)                              Change           Volume               Rate            Change           Volume               Rate

Interest income:

Federal funds sold and other
interest-earning deposits                $      1,029    $           84      $          945    $      2,626    $          934      $        1,692
Investment securities, including
FHLB stock                                      1,230               582                 648           2,738             (642)               3,380
TRS Easy Advance loans*                         1,282           (1,817)               3,099           3,612             7,063             (3,451)
Other RPG loans                                   822             8,829             (8,007)           8,795            16,107             (7,312)
Outstanding Warehouse lines of
credit                                          5,289             7,563             (2,274)           3,382              (13)               3,395
All other Traditional Bank loans               15,050             8,872               6,178          16,250             9,612               6,638
Net change in interest income                  24,702            24,113                 589          37,403            33,061               4,342

Interest expense:



Transaction accounts                            1,285                80               1,205           1,893                58               1,835
Money market accounts                           3,451               965               2,486           2,440               277               2,163
Time deposits                                   2,555             1,088               1,467           2,533             1,145               1,388
Reciprocal money market and time
deposits                                          450             (872)               1,322           1,217               362                 855
Brokered deposits                               4,377             4,229                 148           (868)           (1,353)                 485
Securities sold under agreements to
repurchase and other short-term
borrowings                                         86                60                  26             623                13                 610
Federal Home Loan Bank advances                 2,318               758               1,560           1,613             (103)               1,716
Subordinated note                                 112                 -                 112             414                 -                 414
Net change in interest expense                 14,634             6,308               8,326           9,865               399               9,466

Net change in net interest income $ 10,068 $ 17,805

$ (7,737) $ 27,538 $ 32,662 $ (5,124)

--------------------------------------------------------------------------------

*Volume for Easy Advances is based on total loans originated during the period presented.





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Provision for Loan and Lease Losses





Discussion of 2019 vs. 2018


The Company recorded a Provision of $25.8 million during 2019, compared to $31.4 million in 2018. The most significant components comprising the Company's Provision by reportable segment follow:





Traditional Banking segment


The Traditional Banking Provision during 2019 was $2.4 million, compared to $3.7 million in 2018. An analysis of the Provision for 2019 compared to 2018 follows:

· Related to the Bank's pass-rated and non-rated credits, the Bank recorded net

charges of $562,000 and $3.1 million to the Provision for 2019 and 2018. While

loan growth primarily drove the net charge to the Provision in both

periods, the Provision in 2019 included the impact of a $900,000 credit upon


    the final settlement of the Company's branch divestiture.



· The Bank recorded net charges to the Provision of $2.2 million and $643,000 for

2019 and 2018 for activity related to loans rated Substandard and Special


    Mention. Net charges totaling $2.8 million related to two commercial
    relationships drove the 2019 Provision.




As a percentage of total loans, the Traditional Banking Allowance was 0.78% from
December 31, 2019 compared to 0.85% at December 31, 2018. The Company believes,
based on information presently available, that it has adequately provided for
Traditional Bank loan losses at December 31, 2019.



See the sections titled "Allowance for Loan and Lease Losses" and "Asset Quality" in this section of the filing under "Financial Condition" for additional discussion regarding the Provision and the Bank's delinquent, nonperforming, impaired, and TDR loans.





Warehouse Lending segment



The Warehouse Provision was a net charge of $622,000 for 2019 compared to a net
credit of $142,000 for 2018.  Provision expense for both 2019 and 2018 reflects
the changes in general reserves for fluctuations in outstanding balances during
the periods. Outstanding Warehouse balances increased $249 million during 2019
and decreased $57 million during 2018.



As a percentage of total Warehouse outstanding balances, the Warehouse Allowance
was 0.25% at December 31, 2019 and 2018. The Company believes, based on
information presently available, that it has adequately provided for Warehouse
loan losses at December 31, 2019.



Tax Refund Solutions segment



TRS recorded a net charge to the Provision of $11.2 million during 2019 compared
to a net charge of $10.9 million in 2018. An increase in net loss on EA loans
resulting from a higher EA loss rate drove the increased TRS Provision. TRS
originated $389 million of EAs during 2019 compared to $430 million in 2018. The
Company's net loss on EAs to total EA originations for 2019 increased 24 basis
points from 2018 to 2.74%. Each 0.10% in estimated loan loss reserves for EAs
during 2019 equates to approximately $389,000 in Provision expense, while each
0.10% during 2018 equated to approximately $430,000.



As of December 31, 2019 and 2018, all unpaid EAs originated during each year had been charged-off.

See additional detail regarding the EA product under Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplemental Data."





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Republic Credit Solutions segment





RCS recorded a Provision of $11.4 million during 2019, a decrease of $5.4
million compared to same period in 2018. Approximately $2.7 million of this
decrease was related to the RCS's credit-card product as the Company
discontinued the product in December 2018 and had no Provision expense during
2019. Provision expense for RCS's line of credit product decreased $2.7 million
during 2019 primarily as a result of a decrease in outstanding balances. While
RCS loans generally return higher yields, they also present a greater credit
risk than Traditional Banking loan products. As a percentage of total RCS loans,
the RCS Allowance was 12.45% and 14.70% at December 31, 2019 and 2018. The
Company believes, based on information presently available, that it has
adequately provided for RCS loan losses at December 31, 2019.



The following table presents RCS Provision by product:

Table 4 - RCS Provision by Product






                                                                   Percent Increase/(Decrease)
Years Ended December 31,
(in thousands)                 2019          2018         2017      2019/2018      2018/2017
Product:
Line of credit              $   11,388   $   14,100   $   15,112           (19) %        (7) %
Credit card                          -        2,728        2,233          (100)           22
Hospital receivables                55           53           51              4            4
Total                       $   11,443   $   16,881   $   17,396           (32)          (3)




Discussion of 2018 vs. 2017


The Company recorded a Provision of $31.4 million during 2018, compared to $27.7 million in 2017. The most significant components comprising the Company's Provision by reportable segment follow:





Traditional Banking segment


The Traditional Banking Provision during 2018 was $3.7 million, compared to $3.9 million in 2017. An analysis of the Provision for 2018 compared to 2017 follows:

· Related to the Bank's pass-rated and non-rated credits, the Bank recorded net

charges of $3.1 million and $3.7 million to the Provision for 2018 and 2017.

Loan growth primarily drove the net charge to the Provision in both periods.

· The Bank recorded net charges to the Provision of $643,000 and $65,000 for 2018

and 2017 for activity related to loans rated Substandard and Special Mention.

Charges of $631,000 related to three residential real estate relationships


    drove the 2018 Provision.




As a percentage of total loans, the Traditional Banking Allowance remained at
0.85% from December 31, 2017 to December 31, 2018. The Company believes, based
on information presently available, that it has adequately provided for
Traditional Bank loan losses at December 31, 2018.



Warehouse Lending segment



The Warehouse Provision was a net credit of $142,000 for 2018 compared to a net
credit of $150,000 for 2017. Provision expense for both 2018 and 2017 reflects
general reserves for changes in outstanding balances during the periods.
Outstanding Warehouse balances decreased $57 million during 2018 and $60 million
during 2017.



As a percentage of total Warehouse outstanding balances, the Warehouse Allowance
was 0.25% at December 31, 2018 and 2017. The Company believes, based on
information presently available, that it has adequately provided for Warehouse
loan losses at December 31, 2018.



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Tax Refund Solutions segment



TRS recorded a net charge to the Provision of $10.9 million during 2018 compared
to a net charge of $6.5 million in 2017. An increase in net loss on EA loans
resulting from both a higher volume of EA originations and a higher EA loss rate
drove the increased TRS Provision. TRS originated $430 million of EAs during
2018 compared to $329 million in 2017. The Company's net loss on EAs to total EA
originations for 2018 increased 43 basis points from 2017 to 2.50%. Each 0.10%
in estimated loan loss reserves for EAs during 2018 equates to approximately
$430,000 in Provision expense, while each 0.10% during 2017 equated to
approximately $329,000.



As of December 31, 2018 and 2017, all unpaid EAs originated during each year had
been charged-off. The Company believes, based on information presently
available, that it has adequately provided for TRS loan losses at December 31,
2018.


Republic Credit Solutions segment





RCS recorded a Provision of $16.9 million during 2018, a decrease of $515,000
compared to same period in 2017. A $1.0 million reduction in Provision related
to RCS's line-of-credit product was partially offset by a $495,000 increase in
Provision related to RCS's credit-card product. The lower Provision for RCS's
line-of-credit product resulted from a seasoning of the portfolio. An increase
in net charge-offs from 2017 to 2018 primarily drove the increase in Provision
related to the credit-card product.



During the second quarter of 2018, the Bank and its third-party
marketer/servicer discontinued the marketing of RCS's credit-card product to
potential new clients as the two parties deliberated the future direction of the
program. During the third quarter of 2018, the Bank and its third-party
marketer/servicer reached an agreement in concept to sell 100% of the existing
portfolio to an unrelated third party. As a result, the Bank reclassified its
10% interest into a held-for-sale category and charged the entire RCS
credit-card portfolio down to its estimated net realizable value. Concurrent
with this reclassification, the Company relieved all Allowance connected to this
product against the RCS Provision. During the fourth quarter of 2018, the Bank
and its third-party marketer/servicer finalized the agreement to sell 100% of
its existing portfolio, with the final settlement occurring in January 2019.



While RCS loans generally return higher yields, they also present a greater credit risk than Traditional Banking loan products. As a percentage of total RCS loans, the RCS Allowance was 14.70% and 18.85% at December 31, 2018 and 2017.





Noninterest Income



Table 5 - Analysis of Noninterest Income






                                                                                          Percent Increase/(Decrease)

Years Ended December 31, (dollars in thousands) 2019 2018

2017 2019/2018 2018/2017



Service charges on deposit accounts                $ 14,197    $ 14,273    $  13,357              (1) %                7 %
Net refund transfer fees                             21,158      20,029       18,500                6                  8
Mortgage banking income                               9,499       4,825        4,642               97                  4
Interchange fee income                               11,859      11,159        9,881                6                 13
Program fees                                          4,712       6,225        5,824             (24)                  7
Increase in cash surrender value of bank owned
life insurance                                        1,550       1,527        1,562                2                (2)
Net losses on debt securities                             -           -        (136)               NM                100
Net gains on other real estate owned                    540         729          676             (26)                  8
Net gain on branch divestiture                        7,829           -            -               NM                 NM
Other                                                 3,664       4,658        4,108             (21)                 13
Total noninterest income                           $ 75,008    $ 63,425    $  58,414               18                  9

--------------------------------------------------------------------------------


NM - Not meaningful



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Discussion of 2019 vs. 2018


Total Company noninterest income increased $11.6 million, or 18%, for 2019 compared to 2018. The following were the most significant components comprising the total Company's noninterest income by reportable segment:





Traditional Banking segment


Traditional Banking noninterest income increased $8.6 million, or 29%, for 2019 compared to 2018. The most significant categories affecting the change in noninterest income for 2018 follow:

· Traditional Bank noninterest income for 2019 includes a pre-tax $7.8 million


    net gain resulting from the final settlement of the Company's branch
    divestiture during November 2019.



· Service charges on deposit accounts remained at $14.2 million from 2018 to

2019. The Bank earns a substantial majority of its fee income related to its

overdraft service program from the per item fee it assesses its customers for

each insufficient funds check or electronic debit presented for payment. The

total per item fees, net of refunds, included in service charges on deposits

during 2019 and 2018 were $8.8 million and $8.7 million. The total daily

overdraft charges, net of refunds, included in interest income during 2019 and

2018 were $2.3 million and $2.1 million. A $2 per day increase in daily

overdraft charges initiated in July 2018 primarily drove the Bank's increase in


    daily overdraft charges.



· Interchange income increased $732,000, or 7%, due to a 4% increase in the

number of active debit cards along with an increase in usage on the Company's


    existing debit cards.




Mortgage Banking segment



Within the Mortgage Banking segment, mortgage banking income increased $4.7
million, or 97%, during 2019 compared to 2018. Overall, Republic's originations
of secondary market loans totaled $356 million during 2019 compared to $177
million during 2018. The ratio of net gain on sale of mortgage loans originated
for sale was 2.48% and 2.17% during 2019 and 2018.



Tax Refund Solutions segment



Within the TRS segment, noninterest income increased $302,000, or 1%, during
2019 compared to 2018 resulting from a $1.1 million, or 6%, increase in net RT
revenue that was almost entirely offset by the lack of a one-time $1.0 million
nonrefundable capital commitment fee recorded during 2018. A nominal increase in
RT pricing and a shift in the RT mix among the various Tax Providers primarily
drove the rise in net RT revenues.

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Republic Credit Solutions segment

Within the RCS segment, noninterest income decreased $1.6 million, or 24%, during 2019 compared to 2018. A $1.4 million decrease in program fees related to the Company's discontinuance of RCS's credit card product drove the overall decline in noninterest income for the year.

The following table presents RCS program fees by product:

Table 6 - RCS Program Fees by Product






                                                                   Percent Increase/(Decrease)
Years Ended December 31,
(in thousands)                 2019          2018         2017      2019/2018      2018/2017
Product:
Line of credit              $    4,392   $    4,486   $    3,854            (2) %         16 %
Credit card                          -        1,703        1,376          (100)           24
Hospital receivables               232          144           26             61          454
Installment loans*               (349)        (403)          392           (13)        (203)
Total                       $    4,275   $    5,930   $    5,648           (28)            5

--------------------------------------------------------------------------------

*The Company has elected the fair value option for this product, with mark-to-market adjustments recorded as a component of program fees.





Discussion of 2018 vs. 2017


Total Company noninterest income increased $5.0 million, or 9%, for 2018 compared to 2017. The following were the most significant components comprising the total Company's noninterest income by reportable segment:





Traditional Banking segment


Traditional Banking noninterest income increased $2.5 million, or 9%, for 2018 compared to 2017. The most significant categories affecting the change in noninterest income for 2018 follow:

· Service charges on deposit accounts increased $874,000, or 7%, to $14.2 million

during 2018 compared to $13.4 million during 2017 driven by an 8% growth in the

Company's transactional account base during 2018. The Bank earns a substantial

majority of its fee income related to its overdraft service program from the

per item fee it assesses its customers for each insufficient funds check or

electronic debit presented for payment. The total per item fees, net of

refunds, included in service charges on deposits during 2018 and 2017 were $8.7

million and $8.1 million. The total daily overdraft charges, net of refunds,

included in interest income during 2018 and 2017 were $2.1 million and $1.8

million. A $2 per day increase in daily overdraft charges initiated in July


    2018 primarily drove the Bank's increase in daily overdraft charges.



· Interchange income increased $1.3 million, or 13%, due to a 9% increase in the

number of active debit cards along with an increase in usage on the Company's


    existing debit cards.




Mortgage Banking segment



Within the Mortgage Banking segment, mortgage banking income increased $183,000,
or 4%, during 2018 compared to 2017. Overall, Republic's originations of
secondary market loans totaled $177 million during 2018 compared to $160 million
during 2017. The ratio of net gain on sale of mortgage loans originated for sale
was 2.17% and 2.48% during 2018 and 2017.



Tax Refund Solutions segment



Within the TRS segment, noninterest income increased $2.7 million, or 14%,
during 2018 compared to 2017. Net RT revenue increased $1.5 million, or 8%,
compared to 2017, consistent with a 7% increase in the number of RTs funded when
comparing the two periods. Additionally, TRS received and recorded a $1.0
million nonrefundable capital commitment fee during 2018. The fee was paid by a
third party upon the Company's completion of its contractual obligations to
build the infrastructure and disburse funds for a new collaborative credit
product offered through the Bank to the third party's customers.

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Republic Credit Solutions segment

Within the RCS segment, noninterest income decreased $672,000, or 9%, during 2018 compared to 2017. The following primarily drove the decrease:

· Within other income, RCS recorded a $486,000 mark-to-market charge to its


    held-for-sale subprime credit card portfolio during 2018.



· Within other income, RCS recorded a $425,000 first-year-guarantee payment


    during 2017.



· Offsetting the decreases above, program fees increased $282,000 during 2018.

The increase in program fees resulted from an increase in fees associated with

RCS's line-of-credit and credit-card products partially offset by a decrease in

fees associated with RCS's installment loan product. Program fees are the

largest component of RCS's noninterest income and primarily represent net gains

from the sale of consumer loans. RCS sold $782 million of consumer loans in


    2018 compared to $661 million in 2017.




The decrease in program fees associated with RCS's installment loan product
resulted from the suspension of loan originations and sales through this program
during the second quarter of 2018. Concurrent with the suspension of this
program, the Bank reclassified approximately $2.2 million of these loans from
"held for sale" on the balance sheet to "held for investment" and recorded a
$427,000 charge to its mark-to-market fair value adjustment for these loans.
Mark-to-market adjustments for this product are recorded as a component of
program fees.



Noninterest Expense


Table 7 - Analysis of Noninterest Expense






                                                                                             Percent Increase/(Decrease)

Years Ended December 31, (dollars in thousands) 2019 2018

2017 2019/2018 2018/2017



Salaries and employee benefits                     $   99,181    $  91,189    $  82,233                9 %               11 %
Occupancy and equipment, net                           25,868       24,883       24,019                4                  4
Communication and transportation                        4,447        4,785        4,711              (7)                  2
Marketing and development                               5,023        4,432        5,188               13               (15)
FDIC insurance expense                                    743        1,494        1,378             (50)                  8
Bank franchise tax expense                              5,293        4,951        4,626                7                  7
Data processing                                         9,189        9,613        7,748              (4)                 24
Interchange related expense                             4,870        4,480        3,988                9                 12
Supplies                                                1,693        1,444        1,594               17                (9)
Other real estate owned and other repossession
expense                                                   326           94          388              247               (76)
Legal and professional fees                             3,357        3,459        2,410              (3)                 44
Impairment of premises held for sale                      256          482        1,175             (47)               (59)
Other                                                  11,937       12,546       11,386              (5)                 10
Total noninterest expense                          $  172,183    $ 163,852    $ 150,844                5                  9




Discussion of 2019 vs. 2018


Total Company noninterest expense increased $8.3 million, or 5%, during 2019 compared to 2018. The most significant components comprising the change in noninterest expense by reportable segment follow:





Traditional Banking segment


For 2019 compared to 2018, Traditional Banking noninterest expense increased $7.2 million, or 5%. The following were the most significant categories affecting the change in noninterest expense:

· Salaries and benefits expense increased $6.6 million, or 9%, driven by annual

merit increases and the costs for 29 additional Traditional Bank FTE employees


    from December 31, 2018 to December 31, 2019.


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  Table of Contents



· The Traditional Bank's noninterest expense during 2019 was positively impacted

by a $790,000 reduction in FDIC insurance costs, as the Bank was able to apply

its Small Bank Assessment Credits against two of its quarterly FDIC insurance

premium payments. As of December 31, 2019, the Bank has just over one quarter's


    worth of credits it can apply to future FDIC insurance premiums.



Republic Credit Solutions segment





RCS noninterest expense decreased $2.4 million, or 48%, during 2019 compared to
2018. Approximately $1.3 million of this decrease was due to the discontinuance
of the RCS credit card product in December of 2018. The remaining fluctuation
was the result of the recording of a $700,000 contingent legal reserve during
2018 that was reversed during the fourth quarter of 2019 due to a positive
settlement of the matter.



Discussion of 2018 vs. 2017


Total Company noninterest expense increased $13.0 million, or 9%, during 2018 compared to 2017. The most significant components comprising the change in noninterest expense by reportable segment follow:





Traditional Banking segment


For 2018 compared to 2017, Traditional Banking noninterest expense increased $11.8 million, or 9%. The following were the most significant categories affecting the change in noninterest expense:

· Salaries and benefits expense increased $9.2 million, or 14%, driven by the


    following:


 o  Annual merit increases.


o An increase of approximately 53 Traditional Bank FTE employees over the

previous 12 months to support growth.

o An $814,000 increase in healthcare benefits.

o A $1.4 million increase in incentive compensation, as the Company achieved some

of its more aggressive budgeted targets for the year, resulting in higher


    incentive payouts.



· New and upgraded technology implemented in the previous 12 months to support

several Traditional Bank key strategic initiatives caused data processing

expenses to increase $1.1 million, or 17%. Such initiatives include improving

the Company's client relationship management system, its online banking

functionality, and the overall security of client information and assets.

· A 12% increase in depreciation expense associated with banking center

renovations over the previous year drove a $1.2 million, or 5%, increase in


    occupancy expense.



· Additional consulting concerning the Company's cost segregation and R&D studies


    primarily drove a $648,000 increase in legal and professional fees.



· Offsetting the increases above was a decrease of $693,000 in impairment of

premises held for sale. During 2017, the Traditional Bank recorded a $907,000

nonrecurring impairment charge for a property the Company sold in December


    2018.



· A reduction in marketing spend for the Traditional Bank's separately branded

digital banking products drove a $686,000 decrease in marketing expense.

Republic Credit Solutions segment





For 2018 compared to 2017, RCS noninterest expense increased $1.4 million, or
41%, during 2018 compared to 2017. The increase was primarily driven by higher
legal and professional fees resulting from corporate income-tax consultation
matters and contingent legal reserves.



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Income Tax Expense



Discussion of 2019 vs. 2018


The Company's effective tax rate increased to 19% during 2019 from 17% during 2018, with discrete income tax benefits associated with the TCJA being the primary driver of the lower 2018 effective tax rate.

See additional detail regarding the Company's Income Tax Expense under Footnote 19 "Income Taxes" of Part II Item 8 "Financial Statements and Supplemental Data."





Discussion of 2018 vs. 2017



On December 22, 2017, the TCJA lowered the federal corporate tax rate from 35%
to 21%, effective January 1, 2018. While the Company benefitted during 2018 from
a 14% lower federal corporate tax rate, the TCJA negatively impacted 2017
because the Company recorded a $6.3 million charge to income tax expense
representing the decrease in value of its net DTA upon enactment of the TCJA.



The most significant components comprising the change in income tax expense by reportable segment follow:





Traditional Banking segment



The Traditional Bank's effective tax rate was 14% in 2018 and 44% in 2017.
During 2018, the Traditional Bank's effective tax rate benefitted from the lower
federal corporate tax rate, the Company's cost segregation study, and the
Company's automatic change in tax-accounting method. During 2017, the
TCJA-driven charge tied to the Traditional Banking segment primarily represents
the decrease in value of a DTA associated with the Traditional Banking segment's
Allowance.


Tax Refund Solutions segment





TRS's effective tax rate was 20% in 2018 and 36% in 2017. During 2018, TRS's
effective tax rate benefitted from the lower federal corporate tax rate and the
Company's R&D federal tax credits.



Republic Credit Services segment





RCS's effective tax rate was 23% in 2018 and 56% in 2017. During 2018, RCS's
effective tax rate benefitted from the lower federal corporate tax rate and the
Company's R&D federal tax credits. During 2017, the TCJA-driven charge tied to
RCS represents the decrease in value of a DTA associated with the RCS segment's
Allowance.



FINANCIAL CONDITION



Cash and Cash Equivalents



Cash and cash equivalents include cash, deposits with other financial
institutions with original maturities less than 90 days and federal funds sold.
Republic had $385 million in cash and cash equivalents at December 31, 2019
compared to $351 million at December 31, 2018. During 2018 and 2019, the Bank
maintained a relatively high cash balance on its balance sheet for liquidity
purposes.


For cash held at the FRB, the Bank earns a yield on amounts more than required reserves. This yield decreased from 2.40% at January 1, 2019 to 1.55% at December 31, 2019. For cash held within the Bank's banking center and ATM networks, the Bank does not earn interest.





The Company's Captive maintains cash reserves to cover insurable claims. Captive
cash reserves totaled approximately $3 million and $3 million at December 31,
2019 and 2018.



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Investment Securities

Table 8 - Investment Securities Portfolio






December 31, (in thousands)              2019         2018         2017         2016         2015

Available-for-sale debt securities
(fair value):
U.S. Treasury securities and U.S.
Government agencies                    $ 134,640    $ 216,873    $ 307,592    $ 294,544    $ 286,479
Private label mortgage backed
security                                   3,495        3,712        4,449        4,777        5,132
Mortgage backed securities -
residential                              255,847      169,209      106,374       73,004       92,268
Collateralized mortgage obligations       63,371       72,811       87,163       87,654      113,668
Corporate bonds                           10,002        9,058       15,125       15,158       14,922
Trust preferred security                   4,000        4,075        3,600        3,200        3,405
Total available-for-sale debt
securities                               471,355      475,738      524,303      478,337      515,874

Held-to-maturity debt securities
(carrying value):
U.S. Treasury securities and U.S.
Government agencies                            -            -            -          506          515
Mortgage backed securities -
residential                                  104          132          151          158           53

Collateralized mortgage obligations 16,970 19,544 23,437

      27,142       33,159
Corporate bonds                           44,995       45,088       40,175       25,058        5,000
Obligations of state and political
subdivisions                                 462          463          464            -            -
Total held-to-maturity debt
securities                                62,531       65,227       64,227       52,864       38,727

Equity securities with a readily
determinable fair value (fair
value):
Freddie Mac preferred stock                  714          410          473          483          173
Community Reinvestment Act mutual
fund                                       2,474        2,396        2,455        2,455        1,011
Total equity securities with a
readily determinable fair value            3,188        2,806        2,928        2,938        1,184

Total investment securities            $ 537,074    $ 543,771    $ 591,458    $ 534,139    $ 555,785




AFS debt securities primarily consists of U.S. Treasury securities and U.S.
Government agency obligations, including agency MBS and agency CMOs. The agency
MBSs primarily consist of hybrid mortgage investment securities, as well as
other adjustable rate mortgage investment securities, underwritten and
guaranteed by the GNMA, the FHLMC and the FNMA. Agency CMOs held in the
investment portfolio are substantially all floating rate securities that adjust
monthly. The Bank uses a portion of the investment securities portfolio as
collateral to Bank clients for SSUARs. The remaining eligible securities that
are not pledged to secure client SSUARs may be pledged to the FHLB as collateral
for the Bank's borrowing line.



During 2019, the Bank purchased $244 million in long-term investment debt
securities, allocated among $132 million in MBSs, $47 million in U.S. government
agencies, and $65million in U.S. Treasuries. The mortgage-backed securities that
were purchased had an expected weighted-average yield of approximately 2.15% and
a weighted average expected life of 3.8 years. The U.S. Government agencies
purchased had an expected weighted average yield of approximately 1.90% and a
weighted average life of 2.3 years.



From 2013 to 2018, the Bank purchased various floating-rate corporate bonds.
These bonds were rated "investment grade" by accredited rating agencies as of
their respective purchase dates. The total fair value of the Bank's corporate
bonds represented 10% and 10% of the Bank's investment portfolio as of December
31, 2019 and 2018. During 2018, one of these bonds was downgraded to BBB+
(S&P/Fitch), driving a significant decrease in the bond's market value. As of
December 31, 2019, this bond had fully recovered its lost value and reflected an
unrealized gain of $2,000.



Strategies for the investment securities portfolio are influenced by economic
and market conditions, loan demand, deposit mix, and liquidity needs. For the
past several years, the Bank has continued to utilize a general strategy within
the investment portfolio of purchasing securities with shorter-term durations.
The Bank has used this general strategy for liquidity purposes and as an
interest rate risk management tool in what has been a long period of
historically low interest rates. Management believes the Bank will likely
continue with this general strategy into the foreseeable future as market
interest rates are expected to continue to rise in 2019.



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Table 9 - Mortgage Backed Securities






December 31, (in thousands)              2019         2018         2017         2016         2015

Private label mortgage backed
security                               $   3,495    $   3,712    $   4,449    $   4,777    $   5,132
Mortgage backed securities -
residential                              255,957      169,349      106,535       73,174       92,327
Collateralized mortgage obligations       80,414       92,487      110,819      114,922      147,291
Total fair value of mortgage backed
securities                             $ 339,866    $ 265,548    $ 221,803    $ 192,873    $ 244,750

Table 10 - Available-for-Sale Debt Securities






                                                                                 Weighted
                                                                    Weighted      Average
                                        Amortized        Fair       Average     Maturity in
December 31, 2019 (dollars in
thousands)                                 Cost         Value        Yield  

Years

U.S. Treasury securities and U.S.
Government agencies:
Due in one year or less                 $   34,495    $   34,493        1.60 %         0.97
Due from one year to five years            100,270       100,147        1.68           2.34
Total U.S. Treasury securities and
U.S. Government agencies                   134,765       134,640        1.66           1.99
Corporate bonds:
Due from one year to five years             10,000        10,002        3.00           3.29
Total Corporate bonds                       10,000        10,002        3.00           3.29
Trust preferred security, due beyond
ten years                                    3,575         4,000        6.72          17.43
Private label mortgage backed
security                                     2,210         3,495        7.96          13.59
Total mortgage backed securities -
residential                                253,288       255,847        2.54          13.43
Total collateralized mortgage
obligations                                 63,284        63,371        2.42          20.81
Total available-for-sale debt
securities                              $  467,122    $  471,355        2.34          10.75



Table 11 - Held-to-Maturity Debt Securities






                                                                               Weighted
                                                                  Weighted      Average
                                        Carrying       Fair       Average     Maturity in
December 31, 2019 (dollars in
thousands)                                Value        Value       Yield         Years

Corporate bonds:
Due from one year or less                $  5,000     $  5,014        3.16 %         0.37
Due from one year to five years            35,048       35,528        3.30  

3.43


Due from five years to ten years            4,947        4,997        2.85  

6.10


Total corporate bonds                      44,995       45,539        3.24  

3.38


Obligations of state and political
subdivisions:
Due from one year or less                     105          105        2.43  

0.59


Due from one year to five years               357          359        2.74  

2.63


Total obligations of state and
political subdivisions                        462          464        2.67  

2.17


Total mortgage backed securities -
residential                                   104          110        4.68          15.04
Total collateralized mortgage
obligations                                16,970       17,043        2.52          19.81
Total held-to-maturity debt
securities                              $  62,531    $  63,156        3.04           7.88




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Loan Portfolio


Table 12 - Loan Portfolio Composition






December 31, (in thousands)              2019           2018           2017           2016           2015

Traditional Banking:
Residential real estate:
Owner occupied                        $   949,568    $ 1,001,832    $ 1,038,357    $ 1,149,176    $ 1,331,278
Nonowner occupied                         258,803        242,846        205,081        156,605        116,294
Commercial real estate                  1,303,000      1,248,940      1,207,293      1,060,496        860,561
Construction & land development           159,702        175,178        150,065        119,650         66,500
Commercial & industrial                   477,236        430,355        341,692        259,026        229,307
Lease financing receivables                14,040         15,031         16,580         13,614          8,905
Home equity                               293,186        332,548        347,655        341,285        289,194
Consumer:
Credit cards                               17,836         19,095         16,078         13,414         11,068
Overdrafts                                  1,522          1,102            974            803            685
Automobile loans                           52,923         63,475         65,650         52,579          6,473
Other consumer                             68,115         46,642         20,501         19,744         11,998
Total Traditional Banking               3,595,931      3,577,044      3,409,926      3,186,392      2,932,263
Warehouse lines of credit*                717,458        468,695        525,572        585,439        386,729
Total Core Banking                      4,313,389      4,045,739      3,935,498      3,771,831      3,318,992

Republic Processing Group*:
Tax Refund Solutions:
Easy Advances                                   -              -              -              -              -
Other TRS loans                            14,365         13,744         11,648          6,695            414
Republic Credit Solutions                 105,397         88,744         66,888         32,252          7,204
Total Republic Processing Group           119,762        102,488         

78,536 38,947 7,618



Total loans**                           4,433,151      4,148,227      4,014,034      3,810,778      3,326,610
Allowance for loan and lease losses      (43,351)       (44,675)       (42,769)       (32,920)       (27,491)

Total loans, net                      $ 4,389,800    $ 4,103,552    $ 3,971,265    $ 3,777,858    $ 3,299,119

--------------------------------------------------------------------------------

* Identifies loans to borrowers located primarily outside of the Bank's market footprint.

** Total loans are presented inclusive of premiums, discounts and net loan origination fees and costs.

Gross loans increased by $285 million, or 7%, during 2019 to $4.4 billion at December 31, 2019. The most significant components comprising the change in loans by reportable segment follow:





Traditional Banking segment



Traditional Banking loans increased $19 million, or 1%, during 2019 despite the
sale of $128 million of loans associated with the Company's branch divestiture
during November 2019. Growth was primarily concentrated in commercial-purpose
loans, which is the Company's primary sales focus for on-balance sheet loan
growth. C&I, CRE, and nonowner-occupied residential real estate portfolios
experienced growth of $47 million, $54 million, and $16 million, respectively,
during 2019. Additionally, a $28 million increase in loans collateralized by
consumer aircraft drove a $17 million increase in other consumer loans during
2019.



The Bank's owner-occupied, residential real estate loans declined $52 million in
total. These category fluctuations were generally in-line with the Company's
overall long-term loan growth strategy, which is to reduce the Bank's reliance
on residential real estate loans for balance sheet growth and to rely more on
commercial-purpose loans for future growth. While the Company does currently
intend to reduce its reliance on owner-occupied residential real estate loans
for future balance sheet growth, it also continues to make plans to

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expand its agency-eligible volume of first mortgage residential real estate loans, which it intends to sell into the secondary market in order to generate fee income.





Warehouse Lending segment



Outstanding Warehouse loans increased $249 million from December 31, 2018 to
December 31, 2019. Due to the volatility and seasonality of the mortgage market,
it is difficult to project future outstanding balances of Warehouse lines of
credit. As was the case in 2019, the growth of the Bank's Warehouse Lending
business greatly depends on the overall mortgage market and typically follows
industry trends. Since its entrance into this business in 2011, the Bank has
experienced volatility in the Warehouse portfolio consistent with overall demand
for mortgage products. Weighted average quarterly usage rates on the Bank's
Warehouse lines have ranged from a low of 31% during the fourth quarter of 2013
to a high of 71% during the fourth quarter of 2019. On an annual basis, weighted
average usage rates on the Bank's Warehouse lines have ranged from a low of 40%
during 2013 to a high of 59% during 2019.



Republic Credit Solutions segment

RCS loans increased $17 million from December 31, 2018 to December 31, 2019 driven primarily by the addition of $22 million in hospital receivables partially offset by a $4 million decrease in balances for RCS's line-of-credit product during 2019.

The table below illustrates the Bank's fixed and variable rate loan maturities:

Table 13 - Selected Loan Distribution






                                                                         Over One
                                                         One Year        Through           Over
December 31, 2019 (in thousands)          Total          Or Less        Five Years      Five Years

Fixed rate loan maturities:

Residential real estate                $    460,314    $     37,695    $     19,057    $    403,562
Commercial real estate                      489,599          21,111         107,838         360,650
Construction & land development              48,655          11,695          16,028          20,932
Commercial & industrial                     214,469          41,688         117,666          55,115
Lease financing receivables                  14,040           1,078          12,288             674
Warehouse lines of credit                         -               -               -               -
Home equity                                      82               -               -              82
Consumer                                    174,936          61,749          38,321          74,866
Total fixed rate loans                 $  1,402,095    $    175,016    $    311,198    $    915,881

Variable rate loan maturities:



Residential real estate                $    748,057    $      4,519    $     11,298    $    732,240
Commercial real estate                      813,401          38,263         149,105         626,033
Construction & land development             111,047          29,432          32,558          49,057
Commercial & industrial                     277,132         101,324         101,507          74,301
Lease financing receivables                       -               -               -               -
Warehouse lines of credit                   717,458         717,458               -               -
Home equity                                 293,104          22,039          43,282         227,783
Consumer                                     70,857          17,888               -          52,969
Total variable rate loans              $  3,031,056    $    930,923    $    337,750    $  1,762,383

Total:

Residential real estate                $  1,208,371    $     42,214    $     30,355    $  1,135,802
Commercial real estate                    1,303,000          59,374         256,943         986,683
Construction & land development             159,702          41,127          48,586          69,989
Commercial & industrial                     491,601         143,012         219,173         129,416
Lease financing receivables                  14,040           1,078          12,288             674
Warehouse lines of credit                   717,458         717,458               -               -
Home equity                                 293,186          22,039          43,282         227,865
Consumer                                    245,793          79,637          38,321         127,835
Total loans                            $  4,433,151    $  1,105,939    $    648,948    $  2,678,264

Loans at maturity interval to
overall total loans                             100 %            25 %            15 %            60 %




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Allowance for Loan and Lease Losses





The Bank maintains an Allowance for probable incurred credit losses inherent in
the Bank's loan portfolio, which includes overdrawn deposit accounts. Management
evaluates the adequacy of the Allowance monthly and presents and discusses the
analysis with the Audit Committee and the Board of Directors quarterly.



The Bank's Allowance decreased from $45 million at December 31, 2018 to $43
million at December 31, 2019, driven partially by payoffs of a portion of the
Bank's TDRs and partially by improved loss history on the Traditional Banking
segment's residential real estate and home equity portfolios. As a percent of
total loans, the total Bank's Allowance decreased to 0.98% at December 31, 2019
compared to 1.08% at December 31, 2018.  An analysis of the Allowance by
reportable segment follows:



Traditional Banking segment



The Allowance at the Traditional Banking segment decreased $2 million to  $28
million from December 31, 2018 to December 31, 2019.  The Allowance to total
Traditional Bank loans decreased from 0.85% at December 31, 2018 to 0.78% at
December 31, 2019, resulting primarily from improved loss history on the
Traditional Banking segment's residential real estate and home equity loan
portfolios.



Warehouse Lending segment



The Allowance on loans originated through the Company's Warehouse segment
increased to $1.8 million at December 31, 2019 from $1.2 million at December 31,
2018, with the Allowance to total outstanding Warehouse balances remaining at
0.25% at both period ends.  The increase in the Allowance for the Warehouse
Lending segment was entirely related to the increase in the overall loan
portfolio.



Republic Credit Solutions segment





The Allowance on loans originated through the Company's RCS segment remained at
$13 million from December 31, 2018 to December 31, 2019.  The Allowance to total
RCS loans decreased to 12.45% at December 31, 2019 from 14.70% at December 31,
2018 due to a higher concentration of lower-risk healthcare receivables within
the RCS loan portfolio at December 31, 2019.



RCS maintained an Allowance for its loan products offered at December 31, 2019, including its line-of-credit product and its healthcare-receivables products.


 At December 31, 2019, the Allowance to total loans estimated for each RCS
product ranged from as low as 0.25% for its healthcare-receivables portfolio to
as high as 46% for its line-of-credit portfolio.  The lower reserve percentage
of 0.25% was provided for RCS's healthcare receivables at December 31, 2019, as
such receivables have recourse back to a third-party provider.



For additional discussion regarding Republic's methodology for determining the
adequacy of the Allowance, see the section titled "Critical Accounting Policies
and Estimates" in this section of the filing.



See additional detail regarding Republic Credit Solution's loan products under Item 1 "Business."





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Table 14 - Summary of Loan and Lease Loss Experience






Years Ended December 31,
(dollars in thousands)                2019          2018          2017          2016         2015

Allowance at beginning of period $ 44,675 $ 42,769 $ 32,920

 $   27,491    $  24,410

Charge-offs:

Traditional Banking:
Residential real estate                 (683)       (1,187)         (330)         (416)        (748)
Commercial real estate                (1,407)           (7)             -         (514)        (546)
Construction & land development             -             -             -          (44)            -
Commercial & industrial               (1,505)         (200)         (189)         (330)         (56)
Home equity                              (64)         (115)         (222)         (351)        (466)
Consumer                              (2,054)       (2,099)       (2,042)       (1,727)      (1,185)
Total Traditional Banking             (5,713)       (3,608)       (2,783)       (3,382)      (3,001)
Warehouse lines of credit                   -             -             -             -            -
Total Core Banking                    (5,713)       (3,608)       (2,783)       (3,382)      (3,001)

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                        (13,425)      (12,478)       (8,121)       (3,474)            -
Other TRS loans                         (692)          (74)             -             -            -
Republic Credit Solutions            (12,566)      (17,692)      (10,659)       (5,000)        (971)
Total Republic Processing Group      (26,683)      (30,244)      (18,780)       (8,474)        (971)
Total charge-offs                    (32,396)      (33,852)      (21,563)      (11,856)      (3,972)

Recoveries:

Traditional Banking:
Residential real estate                   414           285           272           429          318
Commercial real estate                      4           131           139           152           98
Construction & land development             -            30             6            78            -
Commercial & industrial                     9            51            34           127           62
Home equity                                72           311           182           151          148
Consumer                                  628           604           596           636          736
Total Traditional Banking               1,127         1,412         1,229         1,573        1,362
Warehouse lines of credit                   -             -             -             -            -
Total Core Banking                      1,127         1,412         1,229         1,573        1,362

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                           2,782         1,718         1,332           426            -
Other TRS loans                           213            10           241           301          278
Republic Credit Solutions               1,192         1,250           906           492           17

Total Republic Processing Group 4,187 2,978 2,479


      1,219          295

Total recoveries                        5,314         4,390         3,708         2,792        1,657

Net loan charge-offs                 (27,082)      (29,462)      (17,855)       (9,064)      (2,315)

Provision - Core Banking                3,066         3,568         3,773         3,945        3,065
Provision - RPG                        22,692        27,800        23,931        10,548        2,331
Total Provision                        25,758        31,368        27,704        14,493        5,396
Allowance at end of period         $   43,351    $   44,675    $   42,769    $   32,920    $  27,491

Credit Quality Ratios - Total
Company:

Allowance to total loans                 0.98 %        1.08 %        1.07 %        0.86 %       0.83 %
Allowance to nonperforming loans          185           277           284           205          125
Net loan charge-offs to average
loans                                    0.61          0.72          0.47          0.25         0.07

Credit Quality Ratios - Core
Banking:

Allowance to total loans                 0.70 %        0.78 %        0.77 %        0.74 %       0.78 %
Allowance to nonperforming loans          129           197           213           175          118
Net loan charge-offs to average
loans                                    0.11          0.06          0.04          0.05         0.05




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The following table sets forth management's allocation of the Allowance by loan
class. The Allowance allocation is based on management's assessment of economic
conditions, historical loss experience, loan volume, past due and nonaccrual
loans and various other qualitative factors. Since these factors and
management's assumptions are subject to change, the allocation is not
necessarily indicative of future loan portfolio performance or future Allowance
allocation.



Table 15 - Management's Allocation of the Allowance for Loan and Lease Losses




                                                       2019                             2018                            2017                            2016                            2015
                                                            Percent of                       Percent of                      Percent of                      Percent of                      Percent of
                                                             Loans to                         Loans to                        Loans to                        Loans to                        Loans to
                                                              Total                            Total                           Total                           Total                           Total
December 31,  (in thousands)                  Allowance       Loans*           Allowance       Loans*          Allowance       Loans*          Allowance       Loans*          Allowance       Loans*

Traditional Banking:
Residential real estate:
Owner occupied                               $     4,729            22 %      $     6,035            26 %     $     6,474            25 %     $     7,531            31 %     $     8,924            41 %
Nonowner occupied                                  1,737             6              1,662             6             1,396             5             1,139             4             1,052             3
Commercial real estate                            10,486            29             10,030            30             9,043            30             8,078            28             7,672            26
Construction & land development                    2,152             4              2,555             4             2,364             4             1,850             3             1,303             2
Commercial & industrial                            2,882            11              2,873            10             2,198             9             1,511             7             1,455             7
Lease financing receivables                          147             -                158             -               174             -               136             -                89             -
Home equity                                        2,721             7              3,477             8             3,754             9             3,757             9             2,996             9
Consumer:
Credit cards                                       1,020             -              1,140             -               607             -               490             -               448             -
Overdrafts                                         1,169             -              1,102             -               974             -               675             -               351             -
Automobile loans                                     612             1                724             2               687             2               526             1                56             -
Other consumer                                       550             2                591             1             1,162             1               771             1               479             -
Total Traditional Banking                         28,205            82             30,347            87            28,833            85            26,464            84            24,825            88
Warehouse lines of credit                          1,794            16              1,172            11             1,314            13             1,464            15               967            12
Total Core Banking                                29,999            98             31,519            98            30,147            98            27,928            99            25,792           100

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                                          -             -                  -             -                 -             -                 -             -                 -             -
Other TRS loans                                      234             -                107             -                12             -                25             -                 -             -
Republic Credit Solutions                         13,118             2             13,049             2            12,610             2             4,967             1             1,699             -
Total Republic Processing Group                   13,352             2             13,156             2            12,622             2             4,992             1             1,699             -
Total                                        $    43,351           100        $    44,675           100       $    42,769           100       $    32,920           100       $    27,491           100


--------------------------------------------------------------------------------

*See Table 12 in this section of the filing for loan portfolio balances. Values of less than 50 basis points are rounded down to zero.

Management believes, based on information presently available, that it has adequately provided for loan and lease losses at December 31, 2019.





For additional discussion regarding Republic's methodology for determining the
adequacy of the Allowance, see the section titled "Critical Accounting Policies
and Estimates" in this section of the filing.

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Asset Quality


Classified and Special Mention Loans





The Bank applies credit quality indicators, or "ratings," to individual loans
based on internal Bank policies. Such internal policies are informed by
regulatory standards. Loans rated "Loss," "Doubtful," "Substandard," and PCI-Sub
are considered "Classified." Loans rated "Special Mention" or PCI-1 are
considered Special Mention. The Bank's Classified and Special Mention loans
increased $13 million during 2019, primarily due to the addition of five
Substandard relationships, each with a  balance greater than $1.0 million.



See Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplementary Data" for additional discussion regarding Classified and Special mention loans.

Table 16 - Classified and Special Mention Loans






Years Ended December 31, (in
thousands)                               2019        2018        2017        2016        2015

Loss                                   $      -    $      -    $      -    $      -    $      -
Doubtful                                      -           -           -           -           -
Substandard                              33,297      19,860      21,202      21,412      27,833
Purchased Credit Impaired -
Substandard                               1,289       1,559       1,771       2,366           -
Total Classified Loans                   34,586      21,419      22,973      23,778      27,833

Special Mention                          21,754      21,205      23,813      30,702      31,312
Purchased Credit Impaired - Group 1         797       1,121       1,833       7,908      12,543
Total Special Mention Loans              22,551      22,326      25,646      38,610      43,855

Total Classified and Special
Mention Loans                          $ 57,137    $ 43,745    $ 48,619    $ 62,388    $ 71,688




Nonperforming Loans



Nonperforming loans include loans on nonaccrual status and loans past due
90-days-or-more and still accruing. Impaired loans that are not placed on
nonaccrual status are not included as nonperforming loans. The nonperforming
loan category included TDRs totaling approximately $10 million and  $8 million
at December 31, 2019 and 2018.  Generally, all nonperforming loans are
considered impaired.



Nonperforming loans to total loans increased to 0.53% at December 31, 2019 from
0.39% at December 31, 2018, as the total balance of nonperforming loans
increased by $7 million, or 46%, while total loans increased $285 million, or 7%
during 2019.



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Table 17 - Nonperforming Loans and Nonperforming Assets Summary






Years Ended December 31, (in
thousands)                              2019        2018        2017        2016        2015

Loans on nonaccrual status*           $ 23,332    $ 15,993    $ 14,118    $ 15,892    $ 21,712
Loans past due 90-days-or-more
and still on accrual**                     157         145         956         167         224
Total nonperforming loans               23,489      16,138      15,074      16,059      21,936
Other real estate owned                    113         160         115       1,391       1,220
Total nonperforming assets            $ 23,602    $ 16,298    $ 15,189    $ 17,450    $ 23,156

Credit Quality Ratios - Total
Company:
Nonperforming loans to total
loans                                     0.53 %      0.39 %      0.38 %      0.42 %      0.66 %
Nonperforming assets to total
loans (including OREO)                    0.53        0.39        0.38        0.46        0.70
Nonperforming assets to total
assets                                    0.42        0.31        0.30      

0.36 0.55



Credit Quality Ratios - Core
Bank:
Nonperforming loans to total
loans                                     0.54 %      0.40 %      0.36 %      0.42 %      0.66 %
Nonperforming assets to total
loans (including OREO)                    0.54        0.40        0.36        0.46        0.70
Nonperforming assets to total
assets                                    0.43        0.32        0.28      

0.36 0.55

--------------------------------------------------------------------------------


*Loans on nonaccrual status include impaired loans. See Footnote 4 "Loans and
Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and
Supplementary Data" for additional discussion regarding impaired loans.

** Loans past due 90-days-or-more and still accruing consist of PCI loans and smaller-balance consumer loans.

Approximately $15 million, or 63%, of the Bank's total nonperforming loans at December 31, 2019, compared to $13 million, or 80%, as of December 31, 2018,


 were concentrated in the residential real estate and HELOC categories, with the
underlying collateral predominantly located in the Bank's primary market area of
Kentucky.



Approximately $7 million, or 30%, of the Bank's total nonperforming loans at
December 31, 2019, compared to $2 million, or 14%, at December 31, 2018 were
concentrated in the CRE and C&D portfolios. While CRE is the primary collateral
for such loans, the Bank also obtains in many cases, at the time of origination,
personal guarantees from the principal borrowers and/or secured liens on the
guarantors' primary residences.



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Table 18 - Nonperforming Loan Composition






                                          2019                         2018                         2017                         2016                         2015
                                              Percent of                   Percent of                   Percent of                   Percent of                   Percent of
                                                Total                        Total                        Total                        Total                        Total
Years Ended December 31,
(in thousands)                   Balance      Loan Class      Balance      Loan Class      Balance      Loan Class      Balance      Loan Class      Balance      Loan Class

Traditional Banking:
Residential real estate:
Owner occupied                    $ 12,220      1.29   %       $ 11,182      1.12 %         $  9,230      0.89 %         $ 10,955      0.96 %         $ 13,197      0.99 %
Nonowner occupied                      623      0.24                669      0.28                257      0.13                852      0.54                935      0.80
Commercial real estate               6,865      0.53              2,318      0.19              3,247      0.27              2,725      0.26              4,165      0.50
Construction & land
development                            143      0.09                  -         -                 67      0.04                 77      0.06              1,589      2.39
Commercial & industrial              1,424      0.30                630      0.15                  -         -                154      0.06                194      0.08
Lease financing receivables              -         -                  -         -                  -         -                  -         -                  -         -
Home equity                          1,865      0.64              1,095      0.33              1,217      0.35              1,069      0.31              1,793      0.62
Consumer:
Credit cards                             -         -                  -         -                  -         -                  -         -                  -         -
Overdrafts                               -         -                  -         -                  -         -                  -         -                  -         -
Automobile loans                       179      0.34                 75      0.12                 68      0.10                  -         -                  -         -
Other consumer                          13      0.02                 37      0.08                 51      0.25                145      0.73                 63      0.53
Total Traditional Banking           23,332      0.65             16,006      0.45             14,137      0.41             15,977      0.50             21,936      0.75
Warehouse lines of credit                -         -                  -         -                  -         -                  -         -                  -         -
Total Core Banking                  23,332      0.54             16,006      0.40             14,137      0.36             15,977      0.42             

21,936 0.66

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                            -         -                  -         -                  -         -                  -         -                  -         -
Other TRS loans                         53      0.37                  4      0.03                  -         -                  -         -                  -         -
Republic Credit Solutions              104      0.10                128      0.14                937      1.40                 82      0.25                  -         -
Total Republic Processing
Group                                  157      0.13                132      0.13                937      1.19                 82      0.21             

- -



Total nonperforming loans         $ 23,489      0.53           $ 16,138      0.39           $ 15,074      0.38           $ 16,059      0.42           $ 21,936      0.66




Table 19 - Stratification of Nonperforming Loans






                                                  Number of Nonperforming 

Loans and Recorded Investment


                                                                  Balance
December 31, 2019                           Balance              >$100 &              Balance                 Total
(dollars in thousands)              No.     <= $100       No.     <= $500       No.     >$500        No.     Balance

Traditional Banking:
Residential real estate:
Owner occupied                       137    $  5,005       24    $   4,525        3    $   2,690       164    $ 12,220
Nonowner occupied                      3          84        -            -        1          539         4         623
Commercial real estate                 2          45        2          609        4        6,211         8       6,865
Construction & land development        -           -        1          143        -            -         1         143
Commercial & industrial                -           -        2          397        1        1,027         3       1,424
Lease financing receivables            -           -        -            -        -            -         -           -
Home equity                           23         795        5        1,070        -            -        28       1,865
Consumer:
Credit cards                           -           -        -            -        -            -         -           -
Overdrafts                             -           -        -            -        -            -         -           -
Automobile loans                      13         179        -            -        -            -        13         179
Other consumer                         7          13        -            -        -            -         7          13
Total Traditional Banking            185       6,121       34        6,744        9       10,467       228      23,332
Warehouse lines of credit              -           -        -            -        -            -         -           -
Total Core Banking                   185       6,121       34        6,744  

9 10,467 228 23,332

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                          -           -        -            -        -            -         -           -
Other TRS loans                       NM          53        -            -        -            -        NM          53
Republic Credit Solutions             NM         104        -            -        -            -        NM         104
Total Republic Processing Group       NM         157        -            -        -            -        NM         157

Total                                185    $  6,278       34    $   6,744        9    $  10,467       228    $ 23,489

--------------------------------------------------------------------------------

NM - Not meaningful. Loans from Republic Processing Group are generally small dollar homogenous consumer loans.



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                                                  Number of Nonperforming

Loans and Recorded Investment


                                                                  Balance
December 31, 2018                           Balance              >$100 &               Balance                 Total
(dollars in thousands)              No.     <= $100       No.     <= $500       No.      >$500        No.     Balance

Traditional Banking:
Residential real estate:
Owner occupied                       108    $  4,859       12    $   2,783        3    $    3,540       123    $ 11,182
Nonowner occupied                      4         169        -            -        1           500         5         669
Commercial real estate                 5         201        1          397        2         1,720         8       2,318
Construction & land development        -           -        -            -        -             -         -           -
Commercial & industrial                2          59        2          571        -             -         4         630
Lease financing receivables            -           -        -            -        -             -         -           -
Home equity                           19         417        4          678        -             -        23       1,095
Consumer:
Credit cards                           -           -        -            -        -             -         -           -
Overdrafts                             -           -        -            -        -             -         -           -
Automobile loans                       5          75        -            -        -             -         5          75
Other consumer                        14          37        -            -        -             -        14          37
Total Traditional Banking            157       5,817       19        4,429        6         5,760       182      16,006
Warehouse lines of credit              -           -        -            -        -             -         -           -
Total Core Banking                   157       5,817       19        4,429  

6 5,760 182 16,006

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                          -           -        -            -        -             -         -           -
Other TRS loans                       NM           4        -            -        -             -        NM           4
Republic Credit Solutions             NM         128        -            -        -             -        NM         128
Total Republic Processing Group       NM         132        -            -        -             -        NM         132

Total                                157    $  5,949       19    $   4,429        6    $    5,760       182    $ 16,138

--------------------------------------------------------------------------------

NM - Not meaningful. Loans from Republic Processing Group are generally small dollar homogenous consumer loans.

Interest income that would have been recorded if nonaccrual loans were on a current basis in accordance with their original terms was $1.5 million, $852,000 and $734,000 in 2019, 2018, and 2017.

Based on the Bank's review as of December 31, 2019, management believes that its reserves are adequate to absorb probable losses on all nonperforming credits.

Table 20 - Rollforward of Nonperforming Loan








Years Ended December 31, (in
thousands)                              2019         2018         2017         2016         2015

Nonperforming loans at the
beginning of the period               $  16,138    $  15,074    $  16,059    $  21,936    $  23,659
Loans added to nonperforming status
during the period that remained
nonperforming at the end of the
period                                   13,806        8,129        7,204        3,784        7,861
Loans removed from nonperforming
status during the period that were
nonperforming at the beginning of
the period (see table below)            (4,242)      (5,079)      (8,196)      (8,086)      (8,505)
Principal balance paydowns of loans
nonperforming at both period ends       (2,225)      (1,175)        (782)      (1,742)      (1,079)
Net change in principal balance of
other loans nonperforming at both
period ends*                                 12        (811)          789          167            -

Nonperforming loans at the end of
the period                            $  23,489    $  16,138    $  15,074

$ 16,059 $ 21,936

--------------------------------------------------------------------------------

*Includes relatively small consumer portfolios, e.g., RCS loans.





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Table 21 - Detail of Loans Removed from Nonperforming Status








Years Ended December 31, (in
thousands)                              2019         2018         2017         2016         2015

Loans charged off                     $   (339)    $    (46)    $   (287)    $   (329)    $   (210)
Loans transferred to OREO               (1,174)        (569)        (574)      (2,986)      (2,034)
Loans refinanced at other
institutions                            (2,610)      (4,043)      (3,841)      (4,771)      (4,026)
Loans returned to accrual status          (119)        (421)      (3,494)   

- (2,235)



Total loans removed from
nonperforming status during the
period that were nonperforming at
the beginning of the period           $ (4,242)    $ (5,079)    $ (8,196)    $ (8,086)    $ (8,505)




Delinquent Loans



Delinquent loans to total loans increased to 0.47% at December 31, 2019, from
0.38% at December 31, 2018, as the total balance of delinquent loans increased
by $5 million, or 30%. With the exception of smaller-balance consumer loans, all
loans past due 90-days-or-more as of December 31, 2019 and 2018 were on
nonaccrual status.



Core Banking delinquent loans to total loans increased eight basis points to
0.30% during 2019, while RPG delinquent loans to total loans decreased slightly
from 7% at December 31, 2018 to 6% at December 31, 2019.



Table 22 - Delinquent Loan Composition*






                                            2019                      2018                      2017                      2016                     2015
                                                Percent of                Percent of                Percent of               Percent of                Percent of
                                                   Total                     Total                     Total                    Total                     Total
Years Ended December 31, (in
thousands)                          Balance     Loan Class    Balance     Loan Class    Balance     Loan Class   Balance     Loan Class    Balance     Loan Class

Traditional Banking:
Residential real estate:
Owner occupied                       $  4,434       0.47 %     $  5,525

0.61 % $ 4,782 0.46 % $ 4,554 0.40 % $ 6,882

    0.52 %
Nonowner occupied                         539       0.21          1,008       0.42            146       0.07            46       0.03             53    

0.05


Commercial real estate                  3,300       0.25          1,099       0.09          1,727       0.14           425       0.04          1,111    

0.13


Construction & land
development                                 -          -              -          -             67       0.04             -          -          1,500   

2.26


Commercial & industrial                 1,355       0.28             25       0.01             15       0.00           342       0.13            299       0.13
Lease financing receivables                 -          -              -          -              -          -             -          -              -          -
Home equity                             2,918       1.00            784       0.24          1,221       0.35           970       0.28          1,393       0.48
Consumer:
Credit cards                              155       0.87            129       0.68             74       0.46            18       0.13             12       0.11
Overdrafts                                283      18.59            230      20.87            233      23.92           161      20.05            133      19.42
Automobile loans                           49       0.09             28       0.04             60       0.09             -          -              1       0.02
Other consumer                              9       0.01             47       0.10            135       0.66           305       1.54            101       0.84
Total Traditional Banking              13,042       0.36          8,875     

0.25 8,460 0.25 6,821 0.21 11,485

    0.39
Warehouse lines of credit                   -          -              -          -              -          -             -          -              -          -
Total Core Banking                     13,042       0.30          8,875       0.22          8,460       0.21         6,821       0.18         11,485       0.35

Republic Processing Group:
Tax Refund Solutions:
Easy Advances                               -          -              -          -              -          -             -          -              -          -
Other TRS loans                           119       0.83             10       0.07              -          -             -          -              -          -
Republic Credit Solutions               7,643       7.25          7,077       7.97          5,641       8.43         2,137       6.63            246    

3.41


Total Republic Processing
Group                                   7,762       6.48          7,087       6.91          5,641       7.18         2,137       5.49            246       3.23

Total delinquent loans               $ 20,804       0.47       $ 15,962       0.38       $ 14,101       0.35       $ 8,958       0.24       $ 11,731       0.35



--------------------------------------------------------------------------------

*Represents total loans 30-days-or-more past due. Delinquent status may be determined by either the number of days past due or number of payments past due.






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Table 23  - Rollforward of Delinquent Loans



Years Ended December 31, (in thousands) 2019 2018 2017

2016 2015



Delinquent loans at the beginning of the
period                                     $  15,962    $  14,101    $   8,958    $   11,731    $   15,851
Loans added to delinquency status during
the period and remained in delinquency
status at the end of the period                9,947        7,092        7,015         5,399         6,942
Loans removed from delinquency status
during the period that were in
delinquency status at the beginning of
the period (see table below)                 (6,747)      (6,332)      (5,181)      (10,205)      (10,969)
Principal balance paydowns of loans
delinquent at both period ends                 (120)        (334)        (170)          (94)         (207)
Net change in principal balance of other
loans delinquent at both period ends*          1,762        1,435        3,479         2,127           114

Delinquent loans at the end of period $ 20,804 $ 15,962 $ 14,101 $ 8,958 $ 11,731

--------------------------------------------------------------------------------

*Includes relatively small consumer portfolios, e.g., RCS loans.

Table 24 - Detail of Loans Removed from Delinquent Status






Years Ended December 31, (in thousands)         2019         2018         2017          2016          2015

Loans charged off                             $   (453)    $    (50)    $   (114)    $    (150)    $    (302)
Loans transferred to OREO                       (1,370)        (502)        (526)       (2,805)       (2,207)
Loans refinanced at other institutions          (1,988)      (3,523)      (2,529)       (3,926)       (4,072)
Loans paid current                              (2,936)      (2,257)      

(2,012) (3,324) (4,388)



Total loans removed from delinquency
status during the period that were in
delinquency status at the beginning of
the period                                    $ (6,747)    $ (6,332)    $ (5,181)    $ (10,205)    $ (10,969)

Impaired Loans and Troubled Debt Restructurings





The Bank's policy is to charge-off all or that portion of its recorded
investment in a collateral-dependent impaired credit upon a determination that
it is probable the full amount of contractual principal and interest will not be
collected. Impaired loans totaled $50 million at December 31, 2019 compared to
$41 million at December 31, 2018.



A TDR is the situation where, due to a borrower's financial difficulties, the
Bank grants a concession to the borrower that the Bank would not otherwise have
considered. The majority of the Bank's TDRs involve a restructuring of loan
terms such as a temporary reduction in the payment amount to require only
interest and escrow (if required), reducing the loan's interest rate and/or
extending the maturity date of the debt. Nonaccrual loans modified as TDRs
remain on nonaccrual status and continue to be reported as nonperforming loans.
Accruing loans modified as TDRs are evaluated for nonaccrual status based on a
current evaluation of the borrower's financial condition and ability and
willingness to service the modified debt. As of December 31, 2019, the Bank had
$31 million in TDRs, of which $10 million were also on nonaccrual status. As of
December 31, 2018, the Bank had $33 million in TDRs, of which $8 million were
also on nonaccrual status.


Table 25 - Impaired Loan Composition






Years Ended December 31, (in
thousands)                               2019        2018        2017       

2016 2015



Troubled debt restructurings           $ 30,781    $ 32,863    $ 34,637    $ 41,586    $ 49,580
Impaired loans (which are not TDRs)      19,569       8,572      10,979      11,098      16,543
Total recorded investment in
impaired loans                         $ 50,350    $ 41,435    $ 45,616    $ 52,684    $ 66,123

See Footnote 4 "Loans and Allowance for Loan and Lease Losses" of Part II Item 8 "Financial Statements and Supplementary Data" for additional discussion regarding impaired loans and TDRs.





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Other Real Estate Owned


Table 26 - Rollforward of Other Real Estate Owned Activity

Years Ended December 31, (in thousands) 2019 2018 2017

2016 2015



OREO at beginning of period               $     160    $     115    $   1,391    $   1,220    $   11,243
Transfer from loans to OREO                   1,527          662          841        4,778         2,938
Proceeds from sale*                         (2,114)      (1,346)      (2,793)      (4,851)      (12,660)
Net gain on sale                                540          729          831          514           956
Writedowns                                        -            -        (155)        (270)       (1,257)
OREO at end of period                     $     113    $     160    $     115    $   1,391    $    1,220

--------------------------------------------------------------------------------

*Inclusive of non-cash proceeds where the Bank financed the sale of the property.





The fair value of OREO represents the estimated value that management expects to
receive when the property is sold, net of related costs to sell. These estimates
are based on the most recently available real estate appraisals, with certain
adjustments made based on the type of property, age of appraisal, current status
of the property and other relevant factors to estimate the current value of the
property.



Bank Owned Life Insurance



BOLI offers tax advantaged noninterest income to help the Bank offset employee
benefits expenses.  The Company carried $66 million and $65 million of BOLI on
its consolidated balance sheet at December 31, 2019 and 2018.



Table 27 - Rollforward of Bank Owned Life Insurance

Years ended December 31, (in thousands) 2019 2018 2017


     2016        2015

BOLI at beginning of period                $ 64,883    $ 63,356    $ 61,794    $ 52,817    $ 51,415
BOLI acquired                                     -           -           -       7,461           -
Increase in cash surrender value              1,550       1,527       1,562       1,516       1,402
BOLI at end of period                      $ 66,433    $ 64,883    $ 63,356    $ 61,794    $ 52,817




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Deposits


Table 28 - Deposit Composition






Years Ended December 31, (in
thousands)                              2019           2018           2017           2016           2015

Core Bank:
Demand                               $   922,972    $   937,402    $   944,812    $   872,709    $   783,054
Money market accounts                    793,950        717,954        546,998        541,622        501,059
Savings                                  175,588        187,868        182,800        164,410        117,408
Individual retirement accounts
(1)                                       51,548         53,524         47,982         42,642         36,016
Time deposits, $250 and over (1)         104,412         84,104         77,891         37,200         42,775
Other certificates of deposit (1)        248,161        239,324        189,661        140,894        127,878
Reciprocal money market and time
deposits (1)                             189,774        217,153        346,613        221,113        174,653
Brokered deposits (1)                    200,072          9,394         72,718        168,150         69,771
Total Core Bank interest-bearing
deposits                               2,686,477      2,446,723      2,409,475      2,188,740      1,852,614
Total Core Bank
noninterest-bearing deposits             981,164        971,422        988,537        943,329        606,154
Total Core Bank deposits               3,667,641      3,418,145      3,398,012      3,132,069      2,458,768

Republic Processing Group:
Money market accounts                     66,152          5,453          1,641              -              -
Total RPG interest-bearing
deposits                                  66,152          5,453          1,641              -              -

Brokered prepaid card deposits             9,128          4,350          1,509            145          1,540
Other noninterest-bearing
deposits                                  43,087         28,197         31,996         28,478         27,169
Total RPG noninterest-bearing
deposits                                  52,215         32,547         33,505         28,623         28,709
Total RPG deposits                       118,367         38,000         35,146         28,623         28,709

Total deposits                       $ 3,786,008    $ 3,456,145    $ 3,433,158    $ 3,160,692    $ 2,487,477

--------------------------------------------------------------------------------


 (1)  Includes time deposits.




Total Company deposits increased $330 million, or 10%, from December 31, 2018 to
$3.8 billion at December 31, 2019 despite the Bank divesting $132 million in
deposits upon final settlement of its branch divestiture in November 2019.



Core Bank deposits increased approximately $250 million during 2019, with generally brokered deposits of $191 million driving the majority of the increase. In addition, Core Bank money market accounts increased by approximately $76 million, with $40 million of the increase driven by growth in the deposits of MemoryBank, the Bank's national branchless banking platform.





Table 29 - Average Deposits




                                                      2019                       2018                      2017                      2016                      2015
                                               Average      Average       Average      Average      Average      Average      Average      Average      Average      Average
Years ended December 31, (dollars in
thousands)                                     Balance       Rate         

Balance Rate Balance Rate Balance Rate

Balance Rate



Transaction accounts                         $ 1,141,084       0.49 %   $ 

1,120,633 0.39 % $ 1,095,276 0.22 % $ 962,473 0.10 % $ 840,815 0.07 % Money market accounts

                            772,854       0.97         

639,560 0.63 554,336 0.29 546,360 0.20

   485,508       0.16
Time deposits                                    409,301       2.02         

348,670 1.63 266,332 1.19 221,634 1.00

   200,863       0.96
Brokered and reciprocal money market             215,913       1.49         

289,441 0.78 314,788 0.68 289,612 0.43

   132,623       0.21
Brokered and reciprocal certificates of
deposit                                          216,794       2.11         

47,081 1.50 36,931 1.25 38,513 1.45

54,405 1.57 Total average interest-bearing deposits 2,755,946 1.06 2,445,385 0.70 2,267,663 0.43 2,058,592 0.29

      1,714,214       0.26
Total average noninterest-bearing
deposits                                       1,120,608          -       1,147,432          -      1,073,181          -        894,049          -        651,275          -
Total average deposits                       $ 3,876,554       0.75     $ 3,592,817       0.47    $ 3,340,844       0.29    $ 2,952,641       0.21    $ 2,365,489       0.19




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Table 30 - Maturities of Time Deposits Greater than $100,000 at December 31,
2019




                                                                Weighted
                                                                Average
           Maturity (dollars in thousands)         Principal      Rate

           Three months or less                    $   24,290       1.45 %
           Over three months through six months         9,860       1.76
           Over six months through 12 months          112,945       2.11
           Over 12 months                              85,596       2.46
           Total                                   $  232,691       2.15



Securities Sold Under Agreements to Repurchase and Other Short-term Borrowings

SSUARs are collateralized by securities and are treated as financings; accordingly, the securities involved with the agreements are recorded as assets and are held by a safekeeping agent and the obligations to repurchase the securities are reflected as liabilities. All securities underlying the agreements are under the Bank's control.

SSUARs totaled $168 million and $183 million at December 31, 2019 and 2018.

The

substantial majority of SSUARs are indexed to immediately repricing indices such as the FFTR.

Table 31 - Securities Sold Under Agreements to Repurchase






As of and for the Year Ended
December 31,  (dollars in
thousands)                               2019         2018         2017     

2016 2015



Outstanding balance at end of
period                                 $ 167,617    $ 182,990    $ 204,021    $ 173,473    $ 395,433
Weighted average interest rate at
period end                                  0.32 %       0.83 %       0.31 %       0.05 %       0.02 %
Average outstanding balance during
the period                             $ 236,883    $ 225,145    $ 219,515    $ 280,296    $ 379,477
Average interest rate during the
period                                      0.51 %       0.50 %       0.23 %       0.02 %       0.02 %
Maximum outstanding at any month
end                                    $ 276,927    $ 260,147    $ 293,944    $ 367,373    $ 442,981

Federal Home Loan Bank Advances





FHLB advances decreased $60 million, or 7%, from December 31, 2018 to $750
million at December 31, 2019, with the Bank increasing its term advances by $250
million and decreasing its overnight advances by $310 million during
2019. During 2019, the Bank obtained $560 million in additional short-term
advances with a weighted average rate of 1.84% and a weighted average term of
0.13 years, while $310 million of term advances with a weighted average rate of
2.02% matured during the period. The Bank held $200 million in overnight
advances at a rate of 1.63% as of December 31, 2019, compared to $510 million in
overnight advances at a rate of 2.45% at December 31, 2018.



The Bank chose to utilize overnight or short-term advances periodically
throughout 2019 in order to take advantage of the lower borrowing costs
associated with these short-term borrowings. The Bank was able to implement this
strategy due to its projected favorable risk position in the event of rising
interest rates. See the section titled "Asset/Liability Management and Market
Risk" in this section of the filing for additional discussion regarding the
Bank's interest-rate sensitivity.



Overall use of FHLB advances during a given year is dependent upon many factors
including asset growth, deposit growth, current earnings, and expectations of
future interest rates, among others. If a meaningful amount of the Bank's loan
originations in the future have repricing terms longer than five years,
management will likely elect to borrow additional funds to mitigate its risk of
future increases in market interest rates. Whether the Bank ultimately does so,
and how much in advances it extends out, will be dependent upon circumstances at
that time. If the Bank does obtain longer-term FHLB advances for interest rate
risk mitigation, it will have a negative impact on then-current earnings. The
amount of the negative impact will be dependent upon the dollar amount, coupon,
and final maturity of the advances obtained.

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Table 32 - Federal Home Loan Bank Advances






As of and for the Years Ended
December 31,  (dollars in
thousands)                               2019          2018          2017          2016         2015

Outstanding balance at end of
period                                $   750,000    $ 810,000    $   737,500    $ 802,500    $ 699,500
Weighted average interest rate at
period end                                   1.73 %       2.26 %         1.61  %      1.35  %      1.77 %
Average outstanding balance during
the period                            $   595,613    $ 557,090    $   563,552    $ 583,591    $ 599,630
Average interest rate during the
period                                       2.15 %       1.88 %         1.57  %      1.87  %      1.99 %
Maximum outstanding at any month
end                                   $ 1,170,000    $ 967,500    $ 1,002,500    $ 987,500    $ 916,500




Interest Rate Swaps



Interest Rate Swaps Used as Cash Flow Hedges





The Bank entered into two interest rate swap agreements during 2013 as part of
its interest rate risk management strategy. The Bank designated the swaps as
cash flow hedges intended to reduce the variability in cash flows attributable
to either FHLB advances tied to the 3-month LIBOR or the overall changes in cash
flows on certain money market deposit accounts tied to 1-month LIBOR. The
counterparty for both swaps met the Bank's credit standards and the Bank
believes that the credit risk inherent in the swap contracts is not significant.



Non-hedge Interest Rate Swaps





During 2015, the Bank began entering into interest rate swaps to facilitate
client transactions and meet their financing needs. Upon entering into these
instruments, the Bank enters into offsetting positions in order to minimize the
Bank's interest rate risk.  These swaps are derivatives, but are not designated
as hedging instruments, and therefore changes in fair value are reported in
current year earnings.



See Footnote 8 "Interest Rate Swaps" of Part II Item 8 "Financial Statements and
Supplementary Data" for further information regarding the Bank's interest rate
swaps.



Liquidity



The Bank had a loan to deposit ratio (excluding brokered deposits) of 126% at
December 31, 2019 and 120% at December 31, 2018. At December 31, 2019 and
December 31, 2018, the Company had cash and cash equivalents on-hand of $385
million and $351 million. In addition, the Bank had available borrowing capacity
of $259 million and  $254 million from the FHLB at December 31, 2019 and
December 31, 2018. In addition to its borrowing capacity with the FHLB, the
Bank's liquidity resources included unencumbered securities of $304 million and
$300 million as of December 31, 2019 and 2018 and unsecured lines of credit
totaling $125 million available through various other financial institutions as
of December 31, 2019 and 2018.



The Bank maintains sufficient liquidity to fund routine loan demand and routine
deposit withdrawal activity. Liquidity is managed by maintaining sufficient
liquid assets in the form of investment securities. Funding and cash flows can
also be realized by the sale of AFS debt securities, principal paydowns on loans
and mortgage backed securities and proceeds realized from loans held for sale.
The Bank's liquidity is impacted by its ability to sell certain investment
securities, which is limited due to the level of investment securities that are
needed to secure public deposits, securities sold under agreements to
repurchase, FHLB borrowings, and for other purposes, as required by law. At
December 31, 2019 and 2018, these pledged investment securities had a fair value
of $230 million and $241 million. Republic's banking centers and its websites,
www.republicbank.com and www.mymemorybank.com, provide access to retail deposit
markets. These retail deposit products, if offered at attractive rates, have
historically been a source of additional funding when needed. If the Bank were
to lose a significant funding source, such as a few major depositors, or if any
of its lines of credit were canceled, or if the Bank cannot obtain brokered
deposits, the Bank would be compelled to offer market leading deposit interest
rates to meet its funding and liquidity needs.



At December 31, 2019, the Bank had approximately $1.0 billion in deposits from
170 large non-sweep deposit relationships, including reciprocal deposits, where
the individual relationship exceeded $2 million. The 20 largest non-sweep
deposit relationships represented

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approximately $499 million, or 13%, of the Company's total deposit balances at
December 31, 2019. These accounts do not require collateral; therefore, cash
from these accounts can generally be utilized to fund the loan portfolio. If any
of these balances were moved from the Bank, the Bank would likely utilize
overnight borrowing lines in the short-term to replace the balances. On a
longer-term basis, the Bank would likely utilize wholesale-brokered deposits to
replace withdrawn balances, or alternatively, higher-cost internet-sourced
deposits. Based on past experience, utilizing brokered deposits and
internet-sourced deposits, the Bank believes it can quickly obtain these types
of deposits if needed. The overall cost of gathering these types of deposits,
however, could be substantially higher than the Traditional Bank deposits they
replace, potentially decreasing the Bank's earnings.



Due to the its historical success of growing loans and its overall use of
non-core funding sources, the Bank has approached, and periodically during each
quarter, has fallen short of its minimum internal policy limits for liquidity
management, as set forth by the Bank's Board of Directors. As of December 31,
2019, the Bank was in compliance with all Board-approved liquidity policies,
however, the Bank will likely continue to maintain its liquidity levels near the
Bank's Board-approved minimums for the foreseeable future. It is also likely the
Bank, as it manages its liquidity levels in order to maximize its overall
earnings, will continue to fall short of these minimums on occasion in the
future, particularly during the first quarter of each year when short-term Easy
Advance loans are originated.



Capital



Table 33 - Capital



Information pertaining to the Company's capital balances and ratios follows:




December 31, (dollars in
thousands, except per share
data)                                2019         2018         2017         2016         2015

Stockholders' equity               $ 764,244    $ 689,934    $ 632,424    $ 604,406    $ 576,547
Book value per share at
December 31,                           36.49        33.03        30.33        28.97        27.59
Tangible book value per share
at December 31,*                       35.41        31.98        29.27        27.89        26.87
Dividends declared per share -
Class A Common Stock                   1.056        0.968        0.869        0.825        0.781
Dividends declared per share -
Class B Common Stock                   0.960        0.880        0.790        0.750        0.710
Average stockholders' equity to
average total assets                   13.16 %      13.00 %      13.02  %     13.32  %     14.43 %
Total risk-based capital               17.01        16.80        16.04        16.37        20.58
Common equity tier 1 capital           15.29        14.92        14.15        14.59        18.39
Tier 1 risk-based capital              16.11        15.81        15.06        15.55        19.69
Tier 1 leverage capital                13.93        14.11        13.21        13.54        14.82
Dividend payout ratio                     24           26           39           37           46
Dividend yield                          2.26         2.50         2.29         2.09         2.96

--------------------------------------------------------------------------------

*See Footnote 2 of Part II, Item 6 "Selected Financial Data" for additional detail.

Total stockholders' equity increased from $690 million at December 31, 2018 to $764 million at December 31, 2019. The increase in stockholders' equity was primarily attributable to net income earned during 2019 reduced by cash dividends declared and common stock repurchases.

See Part II, Item 5. "Unregistered Sales of Equity Securities and Use of Proceeds" for additional detail regarding stock repurchases and stock buyback programs.





Common Stock -  The Class A Common shares are entitled to cash dividends equal
to 110% of the cash dividend paid per share on Class B Common Stock. Class A
Common shares have one vote per share and Class B Common shares have ten votes
per share. Class B Common shares may be converted, at the option of the holder,
to Class A Common shares on a share for share basis. The Class A Common shares
are not convertible into any other class of Republic's capital stock.



Dividend Restrictions - The Parent Company's principal source of funds for
dividend payments are dividends received from the Bank. Banking regulations
limit the amount of dividends that may be paid to the Parent Company by the Bank
without prior approval of the respective states' banking regulators. Under these
regulations, the amount of dividends that may be paid in any calendar year is
limited to the current year's net profits, combined with the retained net
profits of the preceding two years. At December 31, 2019, the Bank could,
without prior approval, declare dividends of approximately $151 million.



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Regulatory Capital Requirements - The Company and the Bank are subject to
capital regulations in accordance with Basel III, as administered by banking
regulators. Regulatory agencies measure capital adequacy within a framework that
makes capital requirements, in part, dependent on the individual risk profiles
of financial institutions. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on
Republic's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Parent Company and the
Bank must meet specific capital guidelines that involve quantitative measures of
the Company's assets, liabilities and certain off-balance sheet items, as
calculated under regulatory accounting practices. The capital amounts and
classification are also subject to qualitative judgments by the regulators
regarding components, risk weightings and other factors.



Banking regulators have categorized the Bank as well-capitalized. For prompt
corrective action, the regulations in accordance with Basel III define "well
capitalized" as a 10.0% Total Risk-Based Capital ratio, a 6.5% Common Equity
Tier 1 Risk-Based Capital ratio, an 8.0% Tier 1 Risk-Based Capital ratio, and a
5.0% Tier 1 Leverage ratio. Additionally, in order to avoid limitations on
capital distributions, including dividend payments and certain discretionary
bonus payments to executive officers, the Company and Bank must hold a capital
conservation buffer of 2.5% composed of Common Equity Tier 1 Risk-Based Capital
above their minimum risk-based capital requirements.



Republic continues to exceed the regulatory requirements for Total Risk Based
Capital, Common Equity Tier I Risk Based Capital, Tier I Risk Based Capital and
Tier I Leverage Capital. Republic and the Bank intend to maintain a capital
position that meets or exceeds the "well-capitalized" requirements as defined by
the FRB and the FDIC, in addition to the Capital Conservation Buffer. Republic's
average stockholders' equity to average assets ratio was 13.16% at
December 31, 2019 compared to 13.00% at December 31, 2018. Formal measurements
of the capital ratios for Republic and the Bank are performed by the Company at
each quarter end.



In 2005, RBCT, an unconsolidated trust subsidiary of Republic, was formed and
issued $40 million in TPS. The sole asset of RBCT represents the proceeds of the
offering loaned to Republic in exchange for a subordinated note with similar
terms to the TPS. The RBCT TPS are treated as part of Republic's Tier I Capital.



The subordinated note and related interest expense are included in Republic's
consolidated financial statements. The subordinated note paid a fixed interest
rate of 6.015% through September 30, 2015 and adjusted to 3-month LIBOR plus
1.42% on a quarterly basis thereafter. The subordinated note matures on
December 31, 2035 and is redeemable at the Company's option on a quarterly
basis. The Company chose not to redeem the subordinated note on January 1, 2020
and is currently carrying the note at a cost of LIBOR plus 1.42%, or 3.38%.



Off Balance Sheet Items


Summarized credit-related financial instruments, including both commitments to extend credit and letters of credit follows:

Table 34 - Off Balance Sheet Items






                                                                  Maturity by Period
                                                         Greater         Greater
                                                        than one        than three      Greater
                                       Less than         year to        

years to than five December 31, 2019 (in thousands) one year three years five years years Total



Unused warehouse lines of credit      $    436,541    $           -    $          -    $        -    $    436,541
Unused home equity lines of credit          21,774           33,234          84,160       224,027         363,195
Unused loan commitments - other            605,832           79,809          21,019        50,997         757,657
Standby letters of credit                    9,833            1,315             104             -          11,252
FHLB letter of credit                        2,485                -               -             -           2,485

Total off balance sheet items $ 1,076,465 $ 114,358 $ 105,283 $ 275,024 $ 1,571,130






A portion of the unused commitments above are expected to expire or may not be
fully used; therefore the total amount of commitments above does not necessarily
indicate future cash requirements.

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Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a client to a third party. The terms and risk of
loss involved in issuing standby letters of credit are similar to those involved
in issuing loan commitments and extending credit. Commitments outstanding under
standby letters of credit totaled $11 million and $11 million at December 31,
2019 and 2018. In addition to credit risk, the Bank also has liquidity risk
associated with standby letters of credit because funding for these obligations
could be required immediately. The Bank does not deem this risk to be material.



At December 31, 2019, the Bank had a $2 million letter of credit from the FHLB issued on behalf of a Bank client. This letter of credit was used as credit enhancements for client bond offerings and reduced the Bank's available borrowing line at the FHLB. The Bank uses a blanket pledge of eligible real estate loans to secure these letters of credit.

Commitments to extend credit generally consist of unfunded lines of credit. These commitments generally have variable rates of interest.

Aggregate Contractual Obligations





In addition to owned banking facilities, the Bank has entered into long-term
leasing arrangements to support the ongoing activities of the Company. The Bank
also has required future payments for long-term and short-term debt as well as
the maturity of time deposits. The required payments under such commitments
follow:



Table 35 - Aggregate Contractual Obligations






                                                                   Maturity by Period
                                                          Greater         Greater
                                                         than one        than three      Greater
                                        Less than         year to        

years to than five December 31, 2019 (in thousands) one year three years five years years Total



Deposits without a stated maturity*    $  2,304,365    $           -    $          -    $        -    $  2,304,365
Time deposits (including brokered
CDs)*                                       259,526          123,321          66,015             -         448,862
Federal Home Loan Bank advances*            680,796           50,000          20,000             -         750,796
Subordinated note*                                -                -               -        41,240          41,240
Securities sold under agreements to
repurchase*                                 167,617                -               -             -         167,617
Lease commitments                             7,198           11,863           8,995        14,668          42,724
Other commitments**                          15,871            4,673           3,934         1,455          25,933
Total contractual obligations          $  3,435,373    $     189,857    $  

98,944 $ 57,363 $ 3,781,537

--------------------------------------------------------------------------------

*Includes accrued interest.

**Primarily includes dividends declared on common stock, the Bank's SERP, and the Bank's significant long-term vendor contracts.

See Footnote 9 "Deposits" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's deposits.





See Footnote  11 "Federal Home Loan Bank Advances" of Part II Item 8 "Financial
Statements and Supplementary Data" for further information regarding the Bank's
FHLB advances.



See Footnote  12 "Subordinated Note" of Part II Item 8 "Financial Statements and
Supplementary Data" for further information regarding the Bank's subordinated
note.


Securities sold under agreements to repurchase generally have indeterminate maturity periods and are predominantly included in the less than one-year category above.





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Lease commitments represent the total minimum lease payments under non-cancelable operating leases.





See Footnote 6 "Right-of-Use Assets and Operating Lease Liabilities" of Part II
Item 8 "Financial Statements and Supplementary Data" for further information
regarding the Bank's lease commitments.



See Footnote 18 "Benefit Plans" of Part II Item 8 "Financial Statements and Supplementary Data" for further information regarding the Bank's SERP commitments.

Asset/Liability Management and Market Risk





Asset/liability management is designed to ensure safety and soundness, maintain
liquidity, meet regulatory capital standards and achieve acceptable net interest
income based on the Bank's risk tolerance. Interest rate risk is the exposure to
adverse changes in net interest income as a result of market fluctuations in
interest rates. The Bank, on an ongoing basis, monitors interest rate and
liquidity risk in order to implement appropriate funding and balance sheet
strategies. Management considers interest rate risk to be a significant risk to
the Bank's overall earnings and balance sheet.



The interest sensitivity profile of the Bank at any point in time will be impacted by a number of factors. These factors include the mix of interest sensitive assets and liabilities, as well as their relative pricing schedules. It is also influenced by changes in market interest rates, deposit and loan balances and other factors.





The Bank utilizes earnings simulation models as tools to measure interest rate
sensitivity, including both a static and dynamic earnings simulation model. A
static simulation model is based on current exposures and assumes a constant
balance sheet. In contrast, a dynamic simulation model relies on detailed
assumptions regarding changes in existing business lines, new business, and
changes in management and customer behavior. While the Bank runs the static
simulation model as one measure of interest rate risk, historically, the Bank
has utilized a dynamic earnings simulation model as its primary interest rate
risk tool to measure the potential changes in market interest rates and their
subsequent effects on net interest income for a one-year time period. This
dynamic model projects a "Base" case net interest income over the next 12 months
and the effect on net interest income of instantaneous movements in interest
rates between various basis point increments equally across all points on the
yield curve. Many assumptions based on growth expectations and on the historical
behavior of the Bank's deposit and loan rates and their related balances in
relation to changes in interest rates are incorporated into this dynamic model.
These assumptions are inherently uncertain and, as a result, the dynamic model
cannot precisely measure future net interest income or precisely predict the
impact of fluctuations in market interest rates on net interest income. Actual
results will differ from the model's simulated results due to the actual timing,
magnitude and frequency of interest rate changes, the actual timing and
magnitude of changes in loan and deposit balances, as well as the actual changes
in market conditions and the application and timing of various management
strategies as compared to those projected in the various simulated models.
Additionally, actual results could differ materially from the model if interest
rates do not move equally across all points on the yield curve.



As of December 31, 2019, a dynamic simulation model was run for interest rate
changes from "Down 200" basis points to "Up 300" basis points. The following
table illustrates the Bank's projected percent change from its Base net interest
income over the period beginning January 1, 2020 and ending December 31, 2020
based on instantaneous movements in interest rates from Down 200 to Up 300 basis
points equally across all points on the yield curve. The Bank's dynamic earnings
simulation model includes secondary market loans fees and excludes Traditional
Bank loan fees.


Table 36 - Bank Interest Rate Sensitivity at December 31, 2019 and 2018






                                                                        Change in Rates
                                          (200)            (100)            +100             +200             +300
                                      Basis Points     Basis Points    

Basis Points Basis Points Basis Points



% Change from base net interest
income at December 31, 2019                   (9.0) %          (4.3) %            0.9 %            1.6 %            1.9 %
% Change from base net interest
income at December 31, 2018                      NA            (2.9) %            0.9 %            0.3 %          (0.9) %




The Bank's dynamic simulation model run for December 2019 projected a decrease
in the Bank's net interest income for the Down 200 and 100 scenarios. The Up-100
through Up-300 scenarios for December 2019 reflected an increase in net interest
income, with this increase more favorable than the comparable scenarios at
December 2018. December 2019 scenarios were less favorable than December 2018
for the down-rate scenarios. The deterioration in the down-rate scenarios was
generally due to the impact of rate

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decreases that have already occurred during 2019, as the Company now has less
ability to lower its interest-bearing deposit rates in response to future rate
decreases. The primary drivers behind changes in the up-rate scenarios are,
generally, increases in variable rate assets, along with increases in low-beta
deposits and decreases in high-beta deposits. In addition, the most recent
12-month forecast for market interest rates projected intermediate and long-term
rates to be much lower than the December 2018 forecast.



A large amount of the Company's financial instruments track closely with or are
primarily indexed to either the FFTR, Prime, or LIBOR. These market rates
trended higher from December 2015 through December 2018 but began trending lower
again during 2019 as the FOMC reduced the FFTR by 75 basis points during the
year. The FOMC has provided guidance that additional changes to the FFTR will be
data dependent and it could move higher or lower depending upon market
conditions. Additional increases in short-term interest rates and overall market
rates are generally believed by management to be favorable to the Bank's net
interest income and net interest margin in the near term, while additional
decreases in short-term interest rates and overall market rates are generally
believed by management to be unfavorable to the Bank's net interest income and
net interest margin in the near term. Increases in short-term interest rates,
however, could have a negative impact on net interest income and net interest
margin if the Bank is unable to maintain its deposit balances and the cost of
those deposits at the levels assumed in its interest-rate-risk model. In
addition, a further flattening or inversion of the yield curve, causing the
spread between long-term interest rates and short-term interest rates to
decrease, could negatively impact the Company's net interest income and net
interest margin. Unknown variables, which may impact the Company's net interest
income and net interest margin in the future, include, but are not limited to,
the actual steepness of the yield curve, future demand for the Bank's financial
products and the Bank's overall future liquidity needs.





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

See the section titled "Asset/Liability Management and Market Risk" included under Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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