PAGE 1 INFORMATION NOT PERTINENT TO FORM 10-K. /PAGE 1 PAGE 2 INFORMATION NOT PERTINENT TO FORM 10-K. /PAGE 2 PAGE 3 INFORMATION NOT PERTINENT TO FORM 10-K. /PAGE 3 PAGE 4 INFORMATION NOT PERTINENT TO FORM 10-K. /PAGE 4 PAGE 5 SELECTED FINANCIAL DATA The information below under the captions "Operating Data", "Balance Sheet Data" and "Per Share Data" for each of the five years in the period ended December 31, 1993 has been derived from the Consolidated Financial Statements of the Corporation. 				 	 			 1993		 1992	 	 1991	 	 1990 		 1989 	 (dollars in thousands, except ratios and per share data) Operating Data<F1> for the year ended: Total interest income 		$35,311 	$37,707 	$39,151 $39,600	 $37,806 Total interest expense 15,263	 17,887	 22,172	 24,042	 22,732 Net interest income		 20,048 	 19,820	 16,979	 15,558	 15,074 Provision for loan losses	 1,592	 2,387	 1,748	 1,475	 1,446 Other income	 		 3,952	 3,514 	 2,924	 2,824	 2,503 Other expenses	 	 15,124	 14,945	 13,547	 12,586	 12,158 Net income	 		 5,071 	 4,550	 3,615	 3,458	 3,173 Balance Sheet Data at year end: Total assets 			$465,373 	$468,562 	$424,449	 $412,789 	$396,098 Investments		 	 103,349	 112,556	 99,963	 102,244	 96,716 Net loans		 	 315,305	 285,448 	 273,980	 257,634	 247,135 Total deposits	 		 385,639	 401,623	 375,027	 360,601	 347,148 Term debt and capital leases 20,331	 15,506	 6,836	 7,275	 8,043 Stockholders' equity	 42,778	 38,497	 32,414 	 29,567	 27,598 Significant Ratios<F1><F2> Net income to: Average total assets	 1.09%	 1.01%	 0.85%	 0.85% 	 0.82% Average stockholders' equity	 11.9	 	 11.8	 11.7	 	 12.0		 11.9 Average stockholders' equity to average total assets 8.8	 	 7.5	 	 7.3	 	 7.1	 6.9 Average loans to average deposits	 	 78.4	 	 70.2 		 71.4	 	 70.6	 	 73.6 Primary capital to period end total assets 		 10.1		 8.9	 	 8.6	 	 8.2 		 7.9 Dividend payment ratio 29.8 		28.0 		29.2 		28.8 		29.6 Per Share Data<F1><F2><F3> Net income: Primary		 	$3.63	 	$3.42 		$2.99	 	$2.84 		$2.57 Fully diluted<F4> 		 3.59	 	 3.17 		 2.60 		 2.46 		 2.25 Cash dividends paid 	1.04		 0.95	 	 0.87	 	 0.82	 	 0.76 Book value at end of period	 29.41 	27.63 		26.57 		24.60 	22.55 <FN> <F1>	1993 net income and per share information based upon net income after adjustment for cumulative effect of accounting changes. <F2>	Adjusted to reflect a 10% stock dividend issued on April 15, 1993. <F3> Primary shares outstanding 		1993 = 1,398,676	 1992 = 1,331,851	 1991 = 1,208,655	 1990 = 1,220,878	 1989 = 1,231,243 	Fully diluted shares outstanding		 1993 = 1,420,995	 1992 = 1,469,911	 1991 = 1,477,579	 1990 = 1,501,071	 1989 = 1,521,271 <F4>	Fully diluted net income per share is calculated as if the Subordinated Convertible Debentures were converted as of the issue date, with a corresponding increase in net income from the after-tax reduction in interest expense. /PAGE 5 PAGE 6 CONSOLIDATED BALANCE SHEET As of December 31, 1993 and 1992 							 1993			 1992 ASSETS Cash and due from banks (Note 1)		 	$15,275,000	 	$17,427,000 Interest bearing deposits with banks	 		5,998,000 	9,085,000 Federal funds sold 				 	7,050,000 		29,400,000 Investment securities (fair value approximates $108,105,000 and $117,571,000 at December 31, 1993 and 1992, respectively) (Notes 1 and 2)		 	103,349,000	 	112,556,000 Loans (Notes 1, 3 and 11)	 			321,675,000 		291,135,000 Reserve for possible loan losses (Notes 1 and 3)	 (6,370,000)		 (5,687,000) Net loans	 					315,305,000	 	285,448,000 Bank premises and equipment (Notes 1 and 4)	 10,767,000		 8,095,000 Accrued interest	 				3,254,000	 	3,720,000 Prepaid expenses and other assets	 		4,375,000	 	2,831,000 Total assets					 $465,373,000	 $468,562,000 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest bearing			 		$45,105,000 		$45,713,000 Interest bearing		 			340,534,000		 355,910,000 Total deposits	 					385,639,000	 	401,623,000 Short-term borrowings: Federal funds purchased, Federal Home Loan Bank advances, and securities sold under repurchase agreements		 	12,260,000 		9,700,000 Term debt (Note 5)	 				20,331,000 		15,506,000 Accrued expenses and other liabilities		 	4,365,000	 	3,236,000 Total liabilities			 		422,595,000	 	430,065,000 Commitments (Notes 6 and 7) Stockholders' equity (Notes 12, 17 and 18): Common stock, $1.00 par value, 2,000,000 shares authorized, 1,309,491 issued 		 					1,309,000 Capital in excess of par value 						16,575,000 Common stock, no par value, 4,000,000 shares authorized, 1,509,540 issued	 			24,290,000 Retained earnings 	 				20,012,000	 	21,639,000 	 SUBTOTAL 						44,302,000	 	39,523,000 Treasury stock, 55,241 shares in 1993 and 42,925 shares in 1992, at cost		 	(1,524,000)	 (1,026,000) Total stockholders' equity		 	42,778,000 		38,497,000 Total liabilities and stockholders' equity $465,373,000	 $468,562,000 The accompanying notes are an integral part of the financial statements. /PAGE 6 PAGE 7 CONSOLIDATED STATEMENT OF INCOME For the three years ended December 31, 1993 						 1993		 1992		 1991 INTEREST INCOME: Interest and fees on loans		 $26,645,000 	$27,788,000	 $28,853,000 Interest and dividends on: Obligations of U.S. Government and its agencies	 			5,050,000 	5,598,000 	5,345,000 Obligations of states and political subdivisions	 		2,022,000 	2,126,000 	2,151,000 Other interest income	 		1,594,000 	2,195,000 	2,802,000 Total interest income		 35,311,000	 37,707,000 	39,151,000 INTEREST EXPENSE: Interest on deposits	 			13,855,000	 17,186,000 	21,109,000 Interest on short-term borrowings 		203,000 	262,000 	495,000 Interest on term debt	 		1,205,000 	439,000 	568,000 Total interest expense	 		15,263,000	 17,887,000	 22,172,000 Net interest income	 		20,048,000 	19,820,000 	16,979,000 Provision for loan losses	 		1,592,000 	2,387,000 	1,748,000 Net interest income after provision for loan losses		 18,456,000 	17,433,000 	15,231,000 OTHER INCOME: Income from fiduciary activities	 	1,475,000 	1,342,000 	1,304,000 Service charges on deposit accounts 	1,295,000 	964,000 	853,000 Gain on sale of securities 	 		45,000	 	44,000	 	1,000 Other	 				1,137,000 	1,164,000 	766,000 Total other income		 	3,952,000 	3,514,000 	2,924,000 OTHER EXPENSES: Salaries and benefits 				7,429,000 	6,991,000 6,478,000 Net occupancy expense of premises	 	924,000 	834,000 	752,000 Equipment expense 				1,091,000 	1,152,000 	1,079,000 Insurance	 				1,057,000 	1,054,000 	923,000 Stationary and other supplies		 543,000	 534,000	 482,000 Taxes other than income taxes		 565,000 	520,000 	468,000 Amortization of excess of cost over net assets acquired 			 159,000 	159,000 	186,000 Other	 				3,356,000 	3,701,000 	3,179,000 Total other expenses			 15,124,000	 14,945,000	 13,547,000 Income before federal income taxes and cumulative effect of accounting changes			 7,284,000	 6,002,000 	4,608,000 FEDERAL INCOME TAXES (Note 9): Current				 	2,168,000 	1,968,000 	1,062,000 Deferred	 	 			(269,000)	 (516,000) 	(69,000) SUBTOTAL 						1,899,000	 1,452,000 	993,000 Income before cumulative effect of accounting changes	 		5,385,000 	4,550,000 	3,615,000 Cumulative effect of accounting changes, net of applicable taxes (Notes 8 and 9)	 (314,000)	 NET INCOME				 $5,071,000	 $4,550,000 	 $3,615,000 EARNINGS PER SHARE (Note 10): Income before cumulative effect of accounting changes: Primary				 	$3.85	 	$3.42	 	$2.99 Assuming full dilution 			$3.81 		$3.17 		$2.60 Cumulative effect of accounting changes: Primary	 				$0.22 Assuming full dilution	 	 	$0.22 Net income per share: Primary	 			 	$3.63	 	$3.42 		$2.99 Assuming full dilution	 		$3.59	 	$3.17	 	$2.60 Weighted average number of shares outstanding: Primary	 				1,398,676 	1,331,851 	1,208,655 Assuming full dilution	 		1,420,995 1,469,911 	1,477,579 The accompanying notes are an integral part of the financial statements. /PAGE 7 PAGE 8 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY For the three years ended December 31, 1993 Capital in Common Stock	 Excess	 Retained Treasury Shares	 Amount of Par Earnings Stock	 Total Balance, January 1, 1991 1,127,606 $1,128,000 $13,449,000 $15,807,000 $(817,000) $29,567,000 Net income	 				 3,615,000		 3,615,000 Purchase of treasury stock,	 2,000 shares		 				(50,000) (50,000) Conversion of subordinated	debentures to common stock 	 18,647 	19,000	 320,000		 339,000 Cash dividends, at a rate of $0.87	 per share					 	(1,057,000)		 (1,057,000) Balance, December 31, 1991	 		 1,146,253 	1,147,000 	13,769,000 	18,365,000	 (867,000) 32,414,000 Net income	 					 4,550,000 4,550,000 Purchase of treasury stock,	 5,793 shares			 (159,000) (159,000) Conversion of subordinated	debentures to common stock	 163,238 	162,000 	2,806,000				 2,968,000 Cash dividends, at a rate of $0.95 per share	 					(1,276,000)		 (1,276,000) Balance, December 31, 1992		 	1,309,491	 1,309,000 	 16,575,000 	21,639,000	 (1,026,000) 38,497,000 Net income					 	5,071,000		 5,071,000 Purchase of treasury stock,	 12,316 shares						 (498,000) (498,000) Conversion of subordinated	debentures to common stock 	73,532 	74,000 	1,144,000				 1,218,000 10% stock dividend		 126,517	 126,000	 5,062,000 	(5,188,000) Conversion from $1.00 par value to no par value		 22,781,000 	(22,781,000) Cash dividends, at a rate of $1.04 per share					 	(1,510,000)		 (1,510,000) Balance, December 31, 1993		 1,509,540 	$24,290,000	 $0		 $20,012,000 $(1,524,000) $42,778,000	 The accompanying notes are an integral part of the financial statements. /PAGE 8 PAGE 9 CONSOLIDATED STATEMENT OF CASH FLOWS For the three years ended December 31, 1993 					 1993	 1992 	 1991 Cash flows from operating activities: Net income	 			 $5,071,000 $4,550,000 	$3,615,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses	 1,592,000 	2,387,000 	1,748,000 Gain on sale of investments 	(45,000) 	(44,000) 	(1,000) Depreciation and amortization	 1,584,000 	1,746,000 	1,495,000 (Increase) decrease in interest receivable	 	466,000 	(821,000) 	198,000 (Increase) decrease in interest payable 		(275,000) 	391,000 	342,000 Deferred income taxes 		(565,000) 	(516,000) 	(69,000) Deferral of loan origination fees and costs		 	(221,000) 	(172,000) 	(41,000) Accrual for postretirement benefits 	867,000 Other, net 			(698,000) 	2,045,000 	(1,594,000) Net cash provided by operating activities	 	7,776,000 	9,566,000 	5,693,000 Cash flows from investing activities: Net increase in term interest bearing deposits with banks and federal funds sold			 	7,468,000 	5,409,000 	(3,565,000) Purchases of investment securities	 (29,260,000)	 (34,685,000)	 (19,134,000) Proceeds from sales of investment securities	 	4,558,000 	72,000 	1,466,000 Proceeds from maturities of investment securities	 	33,402,000 	21,323,000 	19,342,000 Net increase in loans	 	(31,166,000)		 (13,617,000) 	(17,929,000) Expenditures for premises and equipment 	(3,566,000) 		(2,771,000) 	(1,169,000) Proceeds from sales of other real estate owned		 56,000	 	826,000 		30,000 Net cash applied to investing activities		 (18,508,000)	 	(23,443,000) 	(20,959,000) Cash flows from financing activities: Net increase (decrease) in noninterest-bearing deposits	 	(608,000) 	9,314,000 		(2,028,000) Net increase (decrease) in interest-bearing deposits 		(15,376,000) 		17,282,000 		6,454,000 Net increase (decrease) in short-term borrowings 		2,559,000 		1,785,000 		(4,535,000) Proceeds from long-term debt 		8,000,000	 	12,000,000	 	2,600,000 Payments on long-term debt and capital leases	 	 	(1,956,000) 		(360,000) 		(2,700,000) Cash dividends paid	 	(1,510,000) 		(1,276,000) 	(1,057,000) Purchase of treasury stock	 	(498,000) 		(159,000) 		(50,000) Net cash provided by (applied to) financing activities	 (9,389,000) 		38,586,000 		8,684,000 Net increase (decrease) in cash and cash equivalents 		(20,121,000) 		24,709,000 		(6,582,000) Cash and cash equivalents at beginning of year	 	48,444,000 		23,735,000 		30,317,000 Cash and cash equivalents at end of year		 $28,323,000	 	$48,444,000 	$23,735,000 Supplemental disclosures of cash flow information and non-cash transactions: Interest paid				 $15,538,000 	$18,276,000 	$22,514,000 Income taxes paid			 $2,754,000	 	$1,461,000	 	$1,055,000 Conversion of subordinated debentures to common stock	 	$1,218,000		 $2,968,000	 	$339,000 The accompanying notes are an integral part of the financial statements. /PAGE 9 PAGE 10 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SELECTED ACCOUNTING POLICIES: The following is a summary of significant accounting policies followed in the preparation of the financial statements. Certain amounts in the 1992 and 1991 financial statements have been reclassified to conform to the 1993 presentation. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Peoples Bancorp Inc. (the Corporation) and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated. INCOME RECOGNITION: The principal areas of operation of the Corporation are reported on the accrual basis of accounting. Subsidiary banks suspend the accrual of interest when, in management's opinion, collection of all or a portion of future interest has become doubtful. When deemed uncollectible, previously accrued and unpaid interest on loans placed on nonaccrual status is charged against the allowance for loan losses or reversed from current year's interest income depending on the year the accrued interest was recorded. Interest is included in income to the extent received only if complete principal recovery is reasonably assured. INVESTMENT SECURITIES: Investment securities are stated at cost adjusted for amortization of premium or accretion of discount on the level-yield method. Gain or loss on securities are recorded at the settlement date, which does not differ materially from the trade date, using the specific identification method. At the time of purchase of a security the subsidiary banks determine if the security will be held in the trading or investment account. The determination is based upon the intended use and the bank's intent and ability to hold to maturity. At December 31, 1993 and 1992, the subsidiary banks did not maintain trading accounts. RESERVE FOR POSSIBLE LOAN LOSSES: The provision for possible loan losses for financial reporting purposes is based upon past experience and an evaluation of potential losses in the current loan portfolio. In management's opinion, the provision is considered sufficient to maintain the loan loss reserve at a level adequate to absorb all anticipated losses existing in the loan portfolios at the balance sheet dates. BANK PREMISES AND EQUIPMENT: The cost of Bank premises and equipment is depreciated over the estimated useful lives of the related assets on the straight-line method. Maintenance and repairs are charged to operations as incurred. Additions and betterments are capitalized. The cost of assets sold or retired and the related amounts of accumulated depreciation are eliminated from the accounts in the year of sale or retirement. Any resulting gain or loss is reflected in the consolidated statement of income. OTHER REAL ESTATE: Other real estate owned, included in other assets on the consolidated balance sheet, represents properties acquired by the Corporation's subsidiary banks through customers' loan defaults. Real estate is stated at an amount equal to the loan balance prior to foreclosure plus cost incurred for improvements to the property, but not more than the fair value less estimated costs to sell the property. EXCESS OF COST OVER NET ASSETS ACQUIRED: The excess of cost over net assets of subsidiary banks acquired is being amortized over a ten to twenty-year period using the straight-line and sum-of-the-months digits methods. CONSOLIDATED STATEMENT OF CASH FLOWS: Cash and cash equivalents include cash and amounts due from banks, interest bearing deposits with banks and federal funds sold, all with original maturities of ninety days or less. These balances at December 31, 1993, 1992 and 1991 are as follows: 						1993 	 	1992 	 	1991 Cash and due from banks		 	$15,275,000 	$17,427,000 	$14,632,000 Interest bearing deposits with banks		 5,998,000 	5,117,000 	1,103,000 Federal funds sold	 			7,050,000 	25,900,000 	8,000,000 TOTAL 						$28,323,000	 $48,444,000 	$23,735,000 /PAGE 10 PAGE 11 FAIR VALUES OF FINANCIAL INSTRUMENTS: The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments in accordance with Statement of Financial Accounting Standards No. 107: CASH AND DUE FROM BANKS, INTEREST BEARING DEPOSITS WITH BANKS, AND FEDERAL FUNDS SOLD: The carrying amounts reported in the balance sheet for these captions approximate those assets' fair values. INVESTMENT SECURITIES: Fair values for investment securities are based on quoted market prices, where available. If quoted market price is not available, fair value is estimated using quoted market prices of comparable securities. LOANS: For performing variable rate loans that reprice frequently and performing demand loans, with no significant change in credit risk, fair values are based on carrying values. The fair values for certain mortgage loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair value of other performing loans (e.g., commercial real estate, commercial and consumer loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair value for significant nonperforming loans is based on either the estimated fair value of underlying collateral or estimated cash flows discounted at a rate commensurate with the risk. Assumptions regarding credit risk, cash flows, and discount rates are determined using available market information and specific borrower information. DEPOSITS: The carrying amounts of demand deposits, savings accounts and certain money market deposits approximate fair value. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The carrying value and fair value of interest-bearing deposits were $340,534,000 and $343,977,000, and $355,910,000 and $361,317,000 at December 31, 1993 and 1992, respectively. SHORT-TERM BORROWINGS: The carrying amounts of federal funds purchased, securities sold under repurchase agreements approximate their fair values. TERM DEBT: Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. The carrying amounts of term debt approximate their fair value. LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT: The fair value of commitments is estimated using the fees currently charged to enter into similar agreements taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. 2. INVESTMENTS SECURITIES: The carrying values and estimated fair values of investments are as follows: 							Gross 		 Gross 					Carrying 	Unrealized 	 Unrealized 	Fair 				 	Value 	 	Gains 	 	Losses 	 	Value DECEMBER 31, 1993 Obligations of U.S. Government	 $48,790,000 	$2,244,000 	$(12,000) 	$51,022,000 Obligations of U.S. Government agencies	 	4,809,000 	56,000	 	(3,000) 		4,862,000 Government mortgage-backed securities		 		13,589,000 	149,000	 (17,000) 	13,721,000 Obligations of states and political subdivisions		 26,183,000 	1,648,000	 	 27,831,000 Other bonds and securities		 9,978,000	 701,000	 (10,000)	 10,669,000 TOTALS 					$103,349,000 	$4,798,000 	$(42,000) 	$108,105,000 DECEMBER 31, 1992 Obligations of U.S. Government	 $60,317,000 	$3,034,000 	$(6,000) 	$63,345,000 Obligations of U.S. Government agencies	 	915,000 	43,000				 958,000 Government mortgage-backed securities 				10,163,000 	222,000 	(73,000) 	10,312,000 Obligations of states and political subdivisions 		31,284,000 	1,534,000 	(33,000) 32,785,000 Other bonds and securities	 	9,877,000 	339,000 	(45,000) 	10,171,000 TOTALS 					$112,556,000 	$5,172,000 	$(157,000) 	$117,571,000 /PAGE 11 PAGE 12 The carrying value and estimated fair value of debt securities at December 31, 1993, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 							Carrying 	 	Fair 	 							Value	 		Value Due in one year or less				 $20,004,000		 $20,406,000 Due after one year through five years		 	53,621,000	 	56,538,000 Due after five years through ten years		 	13,367,000	 	14,189,000 Due after ten years		 		 	6,533,000 	 	7,120,000 Government mortgage-backed securities		 9,824,000	 	9,852,000 TOTALS 							$103,349,000	 	$108,105,000 Proceeds from sales of investments in debt securities during 1993, 1992 and 1991 were $4,558,000, $0 and $501,000, respectively. Gross gains of $45,000, $0 and $1,000 were realized during 1993, 1992 and 1991, respectively. As of December 31, 1993 and 1992, investment securities having a par value of $42,985,000 and $55,840,000, respectively were pledged to collateralize government and trust department deposits in accordance with federal and state requirements. The Financial Accounting Standards Board has issued Statement on Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). The requirements of SFAS No. 115 are effective for fiscal years beginning after December 15, 1993. SFAS No. 115 requires that debt and equity securities be classified in three categories and accounted for as follows: 1.	Debt securities that the Corporation has the positive intent to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. 2.	Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as 	trading securities and reported at fair value, with unrealized gains and losses included in earnings. 3.	Debt and equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders' equity. The Corporation will adopt this accounting standard effective January 1, 1994. The effect of this change in accounting principle will result in an unrealized holding gain, net of tax effect, of approximately $485,000, for securities classified as available-for-sale and will be reflected as a separate component of stockholders' equity. It is anticipated the adoption of this accounting standard will have no impact on 1994 earnings. 3. LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES: Loans are comprised of the following at December 31: 							1993 			 1992 	 Carrying Carrying 	 						Value 		 Value Commercial	 					$47,299,000	 	$40,253,000 Real estate, construction			 	3,391,000	 	1,965,000 Real estate, mortgage				 	189,866,000	 	176,119,000 Consumer		 		 		81,119,000	 	72,798,000 							TOTALS $321,675,000 		$291,135,000 /PAGE 12 PAGE 13 Activity in the reserve for loan losses is summarized as follows: 						1993 		1992	 	1991 Balance, beginning of year	 		$5,687,000 	$4,273,000 	$4,068,000 Provision for loan losses	 		1,592,000 	2,387,000	 1,748,000 Reserve of acquired branch					 721,000			 Losses charged to the reserve, net of recoveries of $294,000, $623,000 and $476,000, respectively	 		(909,000) 	(1,694,000) 	(1,561,000) Balance, end of year			 	$6,370,000 	$5,687,000 	$4,273,000 The fair value of net loans at December 31, 1993 and 1992 was $322,670,000 and 294,732,000, respectively. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114). The statement applies to financial statements for fiscal years beginning after December 15, 1994, and requires that certain impaired loans be recorded at either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's market price, or the fair value of the collateral for collateral dependent loans. The effect of adopting this statement is unknown at the present time. 4. BANK PREMISES AND EQUIPMENT: The cost of Bank premises and equipment and the related accumulated depreciation as of December 31, 1993 and 1992 are summarized as follows: 	 					 	1993 		 	1992 Land						 	$1,069,000	 	$1,069,000 Building and premises	 				10,329,000	 	8,264,000 		 Furniture, fixtures and equipment	 	 	6,037,000	 	5,774,000 						SUBTOTAL 	17,435,000 		15,107,000 Accumulated depreciation	 	 		6,668,000 	 	7,012,000 Net book value	 				$10,767,000	 	$8,095,000 Depreciation expense was $906,000, $798,000 and $759,000 for the years ended December 31, 1993, 1992 and 1991, respectively. 5. TERM DEBT: Term debt consisted of the following at December 31: 							1993 			1992 	 							Carrying 		Carrying 	 							Value 			Value Term note payable, at prime (6% at December 31, 1993)	 		 $2,080,000	 	$2,340,000 Convertible Subordinated Debenture, 7-3/4% due May 1, 2006							 1,234,000 		 Federal Home Loan Bank advances, bearing interest at rates ranging from 4.15% to 6.75%	 			18,251,000 		11,932,000 							TOTALS $20,331,000 		$15,506,000 The Term Note payable is due on June 30, 1994, with interest payable quarterly. The Note Agreement is collateralized by all of the common stock of a consolidated subsidiary and places certain restrictive covenants on the Corporation, including the maintenance of tangible net worth equal to the greater of 6% of total assets or $27,922,000, and the incurrence of additional indebtedness. The Subordinated Debentures were convertible at any time prior to maturity at $16.53 per share. The Debentures were redeemable at the option of the Corporation at any time on or after May 1, 1989, at various redemption prices declining to par at May 1, 1996. During 1992 the Corporation redeemed 50% of the outstanding Debentures for 103.1% of the principal amount. During 1993 the Corporation redeemed the remaining debentures at a price of 102.325%. /PAGE 13 PAGE 14 Federal Home Loan Bank (FHLB) advances consist of various borrowings with maturities ranging from 10 to 15 years. The advances are collateralized by the Corporation's real estate mortgage portfolio and all of the FHLB common stock owned by the banking subsidiaries. The most restrictive requirement of the debt agreement requires the Corporation to provide real estate mortgage loans as collateral at an amount not less than 150% of advances outstanding. The aggregate minimum annual retirements of term debt in the next five years are as follows: 1994				 	$3,754,000 1995					 1,772,000 1996				 	1,875,000 1997				 	1,744,000 1998	 				1,675,000 Thereafter		 		9,511,000 TOTAL					$20,331,000 6. COMMITMENTS: The Corporation leases a banking facility and equipment under various agreements with original terms providing for fixed monthly payments over periods ranging from two to ten years. The future minimum rental payments required under operating leases are as follows: Year Ending 							 	Operating December 31, 								 Leases 1994								 	$58,000 1995									 5,000 1996									 6,000 1997									 6,000 1998	 								6,000 Thereafter	 							 14,000 Total minimum lease payments					$105,000 Rent expense amounted to $149,000, $224,000 and $225,000 in 1993, 1992 and 1991, respectively. 7. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: In the normal course of business, the Corporation is party to financial instruments with off-balance-sheet risk necessary to meet the financing needs of customers. These financial instruments include loan commitments, standby letters of credit, and unused credit card limits. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby letters of credit and unused credit card limits is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The total amounts of financial instruments with off-balance-sheet risk are as follows: 						 1993 	 1992 			Contract	 Fair		 Contract	 Fair 					Amount	 Value		 Amount	 Value Financial instruments whose contract amounts represent credit risk: Loan commitments			 $24,895,000 	$62,000 	$25,896,000 	$32,000 Standby letters of credit	 2,132,000	 27,000	 	5,146,000 	26,000 Unused credit card limits		 11,872,000	 N/A		 9,755,000	 N/A Since many of the loan commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Corporation evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties. The credit /PAGE 14 PAGE 15 risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. The Corporation's average commitment for credit card loans is $2,075. As a result, collateral is not required on credit card loans. The Corporation's lending is primarily focused in the local southeastern Ohio market and consists principally of single-family residential mortgages. The Corporation's largest group of business loans consist of Automobile Dealer Floor Plans, which totaled $13,782,000 and $10,526,000 at December 31, 1993 and 1992, respectively. It is the Corporation's policy to obtain the underlying inventory as collateral on these loans. The Corporation does not extend credit to any single borrower or group of related borrowers in excess of $6,889,000, the legal lending limit. 8. EMPLOYEE BENEFIT PLANS: The Corporation has a noncontributory pension plan which covers substantially all employees. The plan provides benefits based on an employee's years of service and compensation. The Corporation's funding policy is to contribute annually an amount that can be deducted for federal income tax purposes using a different actuarial cost method and different assumptions from those used for financial reporting. Net pension cost for 1993, 1992 and 1991 included the following components: <CPATION> 	 						1993 		1992 		1991 Service cost-benefits earned during the year	 $243,000 	$201,000 $197,000 Interest cost on projected benefit obligations 		388,000 	370,000 	367,000 Actual return on plan assets				 (411,000)	 (405,000)	 (421,000) Net amortization and deferral of initial transition credit and subsequent gains and losses	 	(11,000)	 (29,000) 	24,000 Net pension cost 		 			$209,000 	$137,000 	$167,000 The funded status of the plan and accrued pension cost recognized at December 31, 1993 and 1992 were as follows: 	 							1993 			1992 Actuarial present value of benefit obligations: Vested benefits				 	 	$4,479,000	 	$3,857,000 	 Nonvested benefits	 	 				155,000 	 	109,000 Accumulated benefit obligation				 4,634,000	 	3,966,000 Impact of future salary increases 		 		873,000	 	967,000 Projected benefit obligation				 	5,507,000	 	4,933,000 Plan assets at fair value, primarily U.S. Government obligations, and collective investment stock and bond funds	 						5,026,000	 	4,856,000 Projected benefit obligations in excess of plan assets 		(481,000) 		(77,000) Items not recognized in income: Unrecognized prior service cost 				(78,000) 		(86,000) Unrecognized net gain from past experience different from that assumed and effects of changes in assumptions				 (211,000)	 	(396,000) Initial transition credit which is being amortized over 21 years		 				(66,000) 		(68,000) Accrued pension cost included in other liabilities 	$(836,000) 		$(627,000) Assumptions used for the plan at December 31, 1993 and 1992 are as follows: Discount rate 							7.25% 			8.00% Rate of increase in compensation levels 			4.50% 			5.50% Long-term rate of return on assets				 8.50%		 	8.50% Prior to 1992, the Corporation maintained an informal contributory health care and life insurance benefits program for substantially all employees and retirees. During 1992, this Plan was amended to provide these benefits only to existing retirees and their dependents at increased contributory levels. Prior to 1993, the Corporation accounted for the costs of providing these benefits as the health care costs were incurred and premiums were paid. The Corporation's cost of providing these benefits to retirees was approximately $90,000 in 1992. /PAGE 15 PAGE 16 On January 1, 1993, the Corporation adopted Statement of Financial Accounting Standards No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS No. 106) which requires the accrual of the expected costs of providing postretirement benefits during the period of employee service. The Corporation has recognized the cumulative effect of its transition obligation of $884,000 ($583,000, net of tax) as of January 1, 1993. The net periodic postretirement benefit cost for 1993 was $74,000. The net postretirement benefit liability was $867,000 at December 31, 1993. The weighted average discount rate used in determining the accumulated postretirement benefit obligation at December 31, 1993 was 7.25%. The assumed health care costs trend rate used in measuring the accumulated benefit obligation at December 31, 1993 was 11%, grading down 1% per year to an ultimate rate of 5%. The Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 112, "Employer's Accounting for Postemployment Benefits" (SFAS No. 112), which requires accrual accounting for benefits provided to former or inactive employees after employment, but before retirement. The requirements of SFAS No. 112 are effective for fiscal years beginning after December 15, 1993. The Corporation anticipates that the adoption of this accounting standard will not have a material impact on the Corporation's financial position or results of operations. 9. FEDERAL INCOME TAX EXPENSE: The Corporation and its banking affiliates file a consolidated federal income tax return and income tax expense is allocated among all companies based upon their federal taxable income or loss and tax credits. On January 1, 1993 the Corporation adopted Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes are recognized at prevailing tax rates for temporary differences between financial statement and income tax bases of assets and liabilities. The Corporation has recognized the cumulative effect of this change in accounting of $269,000 as an increase in income in 1993. The effective federal income tax rate in the consolidated statement of income is less than the statutory corporate tax rate due to the following: 								 December 31 	 							1993 		1992 		1991 Statutory corporate tax rate		 		34.0%	 	34.0% 		34.0% Differences in rate resulting from: Interest on obligations of state and political subdivisions	 		(7.9)	 	(10.2) 		(13.5) Other	 	 	 						0.4 	 	1.0 	 TOTALS 						26.1% 		24.2% 		21.5% Deferred federal income tax expense arises from timing differences in the recognition of revenue and expense for financial reporting and tax purposes. The source of those differences and the tax effects of each are as follows: Difference in tax and book provision for loan losses		 	 $(303,000) 	$(64,000) Deferral of nonrefundable loan fees for book	 (59,000) 	14,000 Other	 	 							(154,000) 	(19,000) TOTALS 								$(516,000) 	 $(69,000) The related federal income tax expense (benefit) on securities transactions approximated $15,000 in 1993, $13,000 in 1992 and $0 in 1991. /PAGE 16 PAGE 17 The components of the net deferred tax asset were as follows: 							 	December 31	 	January 1 							1993 	 1993 Deferred tax assets arising from: Loan loss reserve				 		$1,427,000	 	$1,175,000	 Pension expense	 	 				317,000 	 	246,000	 Postretirement benefits other than pensions 		 	297,000	 Deferred loan fees and costs	 			 289,000 		268,000 Other 			 				242,000 		211,000	 Total deferred tax asset		 	 	2,572,000	 	1,900,000 Deferred tax liabilities arising from: Depreciation	 						367,000 		305,000	 Other	 	 					153,000	 107,000 Total deferred tax liabilities			520,000	 	412,000 Net deferred tax assets		 $2,052,000	 	$1,488,000 The Corporation has not recorded a valuation allowance, as the deferred tax assets are presently considered to be realizable upon the level of anticipated future taxable income. Net deferred tax assets and federal income tax expense in future years can be significantly affected by changes in the enacted tax rates or by unexpected adverse events that would impact management's conclusions as to the ultimate realizability of deferred tax assets. 10. EARNINGS PER SHARE: Fully-diluted earnings per share are calculated as if the Subordinated Debentures were converted as of the issue date, with a corresponding increase in net income from the after-tax reduction in interest expense. For purposes of the primary and fully-diluted earnings per share calculation, options granted under the 1993 stock option plan are considered common stock equivalents. 11.	RELATED PARTY TRANSACTIONS: In the normal course of its business, the subsidiary banks have granted loans to certain executive officers and directors and their interests. The following is an analysis of activity of related party loans for the year ended December 31, 1993: Balance, January 1, 1993		 		$7,905,000 New loans 						 11,191,000 Repayments						 (9,481,000) ------------ Balance, December 31, 1993				$9,615,000 Such amounts do not include loans to members of immediate families other than spouses of persons who are executive officers or directors. 12.	REGULATORY MATTERS: The payment of dividends by banking subsidiaries is subject to various Regulatory restrictions. Laws provide that dividends in any calendar year generally shall not exceed the total net profits of that year plus the retained net profits of the preceding two years. As of December 31, 1993 approximately $7,700,000 of retained earnings of the banking subsidiaries were available for the payment of dividends to the parent corporation. The Corporation's banking subsidiaries are required to maintain minimum amounts of capital to total "risk weighted" assets, as defined by the banking regulators. At December 31, 1993 the banking subsidiaries are required to have minimum Tier 1 and total capital ratios of 4% and 8%, respectively. The banking subsidiaries' actual ratios at that date were in excess of these stated minimums. 13.	FEDERAL RESERVE REQUIREMENTS: The Federal Reserve requires that certain average reserve balances be maintained in the subsidiary banks' cash and due from banks account. The Reserve requirement is calculated on a percentage of total deposit liabilities and amounted to $5,010,000 and $4,834,000 at December 31, 1993 and 1992, respectively. /PAGE 17 PAGE 18 14.	BRANCH ACQUISITIONS: During 1992, the Corporation acquired approximately $32 million of assets and assumed $32 million of deposit and other liabilities from two unaffiliated institutions. 15.	STOCK DIVIDEND: On January 25, 1993, the Corporation declared a ten percent stock dividend issued on April 15, 1993 to shareholders of record as of April 1, 1993. All per share information in the accompanying consolidated financial 	statements has been adjusted to give retroactive effect to the stock 		dividend. 16.	STOCK OPTIONS: 	 The Corporation is authorized under provisions of the 1993 Stock Option Plan to grant options to purchase 110,000 shares of the Corporation's Common Stock to key employees and directors at a price not less than the fair market value of the shares on the dates the options are granted. 	Options granted may be either "Incentive Options" or "Non-qualified Options" as defined by the Internal Revenue Code. During 1993 the Corporation granted 8,050 non-qualified options at $41.00 per share and 19,000 incentive options at $35.00 per share. All of these options were outstanding as of December 31, 1993. 17.	STOCKHOLDERS' EQUITY: During 1993 the stockholders of the Corporation approved a plan which provided for, among other things, the change in the Corporation's state of incorporation from Delaware to Ohio, and an increase in the authorized number of shares from 2,000,000 common shares, $1.00 par value, to 4,000,000 common shares, without par value. Common stock and capital in excess of par value have been combined and presented as a single caption on the accompanying consolidated balance sheet at December 31, 1993. 18. 	PARENT COMPANY ONLY FINANCIAL INFORMATION: BALANCE SHEET, DECEMBER 31 	 						 	1993 	 	1992 Assets: Cash					 	 	$128,000 		$320,000 Receivable due from subsidiary	 		1,606,000 		1,765,000 Short-term and other investments			 569,000 		569,000 Capital note receivable due from subsidiary			 3,000,000 Investments in subsidiaries, at equity		 38,269,000	 	37,771,000 Excess cost over net assets acquired			 1,241,000 		1,378,000 Subordinated debenture costs, net of amortization				 84,000 Other 		 				599,000 	 	634,000 Total assets 					$45,412,000 		$42,521,000 Liabilities: Accrued interest payable and accrued expenses 		$147,000 		$121,000 Dividends payable 					407,000	 	329,000 Term debt (Note 5) 				2,080,000	 	3,574,000 Total liabilities		 		2,634,000 	 	4,024,000 Stockholders' equity	 				42,778,000 		38,497,000 Total liabilities and stockholders'equity		 	 $45,412,000 		$42,521,000 /PAGE 18 PAGE 19 Statement of Income Year Ended December 31, 			 1993		 1992 		 1991 INCOME: Dividends from subsidiaries	 $5,130,000 	 $1,810,000 	$1,615,000 Interest ($40,000, $55,000 and $85,000 from subsidiaries, respectively)		 58,000 		60,000 		100,000 Management fees from subsidiaries 		770,000 		698,000 	455,000 Other	 	 			110,000 		39,000 	 Total income 				6,068,000 	2,607,000 	2,170,000 EXPENSES: Interest	 				169,000 		333,000 	568,000 Salaries and benefits		 	848,000	 	660,000	 391,000 Other		 			 709,000	 	630,000 	480,000 Total expenses 			1,726,000 	1,623,000 	1,439,000 	 Income before federal income taxes and equity in undistributed earnings of subsidiaries	 		4,342,000 	984,000 	731,000 Applicable income tax benefit	 		231,000 		237,000 	251,000 Equity in undistributed earnings of subsidiaries	 498,000 		3,329,000 	2,633,000 NET INCOME 					$5,071,000	 $4,550,000 	$3,615,000 STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, Cash flows from operating activities: Net income 					$5,071,000 	$4,550,000 	$3,615,000 Adjustments to reconcile net income to cash provided by operations: Amortization and depreciation	265,000 		281,000 	221,000 Equity in undistributed earnings of subsidiaries	 		(498,000) (3,329,000)	 (2,633,000) Other, net	 			115,000 		(159,000) 	 187,000 Net cash provided by operating activities	 	4,953,000	 1,343,000	 1,390,000 Cash flows from investing activities: Net decrease in short-term investments	 			40,000 		1,834,000 Purchase of investment securities	 			(50,000) 	(112,000) Expenditures for premises and equipment		 (20,000)	 	(4,000) 	(67,000) Proceeds from sale of premises to subsidiary	 		362,000 Purchase of capital note receivable due from subsidiary 			(3,000,000) 	 	 Net cash provided by investing activities		 (3,020,000)	 348,000	 1,655,000 Cash flows from financing activities: Cash dividends paid	 		(1,510,000) 	(1,276,000)	 (1,057,000) Proceeds from long-term debt						 	2,600,000 Payments on long-term debt and capital leases	 (276,000)	 (292,000) 	 (2,700,000) Purchase of treasury stock	 		(498,000) 	(159,000) 	(50,000) Change in receivable from subsidiary	 	159,000	 	(184,000) (1,581,000) Net cash used in financing activities		 (2,125,000) 	 (1,911,000) 	(2,788,000) Net (decrease) increase in cash 		(192,000) 	(220,000)	 257,000 Cash at the beginning of the year		 320,000	 	 540,000	 283,000 Cash at the end of the year			 $128,000	 	$320,000 	$540,000 The parent company paid interest totaling $185,000, $371,000 and $572,000 during the years ended December 31, 1993, 1992 and 1991, respectively. The Corporation's investment in subsidiaries is reflected at an amount equivalent to the underlying fair value of the subsidiaries at the date of acquisition adjusted to reflect the changes in equity of such subsidiaries since acquisition. Stockholders' equity reflected in the Parent Company Only balance sheet includes undistributed earnings of subsidiaries which are restricted from transfer to the Corporation in the form of dividends. Such amounts approximated $16,300,000 and $16,000,000 at December 31, 1993 and 1992, respectively. /PAGE 19 PAGE 20 REPORT OF INDEPENDENT ACCOUNTANTS TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF PEOPLES BANCORP INC. We have audited the accompanying consolidated balance sheets of Peoples Bancorp Inc. and Subsidiaries as of December 31, 1993 and 1992 and the consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Peoples Bancorp Inc. and Subsidiaries as of December 31, 1993 and 1992 and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Notes 8 and 9 to the consolidated financial statements, the Corporation changed its methods of accounting for postretirement benefits other than pensions and income taxes in 1993. 	COOPERS & LYBRAND 							Coopers & Lybrand Columbus, Ohio January 28, 1994 /PAGE 20 PAGE 21 COMMON STOCK MARKET FOR COMMON STOCK AND DIVIDENDS Prior to 1993, the Corporation's Common Stock was traded on a limited basis in the over-the-counter market. On February 9, 1993, the Corporation commenced trading on the Nasdaq National Stock Market (National Association of Securities Dealers Automated Quotation). Nasdaq provides brokers and others with immediate access to the best stock price for the Corporation and thousands of other companies across the world. The Corporation can be found under the symbol PEBO. To the best knowledge of the Corporation, during 1993, approximately 130,000 shares were traded. The following table sets forth for the indicated periods the high and low bid quotations for, and the cash dividends declared, with respect to the Corporation's Common Stock. Prior to 1993, the bid quotations were obtained from the three securities dealers which made a market in the Corporation's Common Stock. These quotations are inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions. Currently seven companies serve as market makers on the Nasdaq National Stock Market. Market prices since February, 1993, have been obtained directly from the Nasdaq quotation system. The bid quotations and per share dividends have been adjusted for a 10% stock dividend issued on April 15, 1993. Peoples Bancorp had 1,107 shareholders at December 31, 1993. QUARTERLY MARKET AND DIVIDEND INFORMATION 	 								PER SHARE 	 						High Bid 	Low Bid 	Dividend 1993 Fourth Quarter				 	$44.00	 	$39.00 		$.28 Third Quarter 						46.50 		38.00 		.26 		 Second Quarter 					47.00 		35.00	 	.26 First Quarter	 	 				49.09	 	34.55	 	.24 1992 Fourth Quarter	 			 	$40.00 		$33.64	 	$.24 Third Quarter						 37.27	 30.00	 	.24 Second Quarter			 		32.73	 	25.91	 	.24 First Quarter	 					27.27 		24.55 		.24 1991 Fourth Quarter 					$28.18 		$24.55 		$.22 Third Quarter 						26.36 		21.82 		.22 Second Quarter 					22.73	 	20.91 		.22 First Quarter 	 					22.50	 	20.45	 	.22 The Corporation and its predecessor have paid cash dividends on its Common Stock for over 37 consecutive years and have increased the annual dividend in each of the last 28 years. The Corporation plans to continue to pay quarterly cash dividends. Cash dividends are subject to certain restrictions as described in Note 12 to the audited financial statements. THE ANNUAL MEETING OF STOCKHOLDERS OF PEOPLES BANCORP INC. WILL BE HELD TUESDAY, APRIL 5, 1994 AT 10:00 A.M. IN THE PEOPLES BANK CONFERENCE ROOM, 235 SECOND STREET, MARIETTA, OHIO. STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND. ON WRITTEN REQUEST, A COPY OF OUR ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K IS AVAILABLE TO INTERESTED STOCKHOLDERS. REQUESTS SHOULD BE ADDRESSED TO RUTH OTTO, SECRETARY, PEOPLES BANCORP INC., P.O. BOX 738, MARIETTA, OHIO 45750. /PAGE 21 PAGE 22 AVERAGE BALANCES AND ANALYSIS OF NET INTEREST INCOME 					(dollars in thousands) 1993 		 1992 		 	 1991 Average Average Average Average	 Income/	 Yield/	 Average	 Income/	 Yield/	 Average 	 Income/ Yield/ Balance 	 Expense 	 Rate 	 Balance 	 Expense 	 Rate Balance 	 Expense 	Rate Securities: Taxable	 $79,086	 $5,959	 7.5%	 $81,607	 $6,378	 7.8%	 $73,506	 $6,154	 8.4% Nontaxable<F1>	 26,895	 2,608 	 9.7%	 29,363	 2,874	 9.8%	 29,323	 2,959	 10.1% Total	 105,981	 8,567 	 8.1% 	110,970 9,252	 8.3% 	102,829	 9,113	 8.9% Loans: Commercial 	45,024 	3,590 	8.0% 	40,250 	3,543 	8.8% 	39,941	 4,087	 10.2% Real estate	 184,014 	15,319 	8.3%	 178,025 	16,415 	9.2% 	158,757	 16,928	 10.7% Consumer (net) 	77,244 	7,736 	10.0%	 72,758 	7,830 	10.8% 	71,515	 7,838	 11.0% Valuation reserve 	(6,095)		 (5,298)	 	 (945) Total	 300,187	 26,645	 8.9%	 285,735	 27,788	 9.7%	 266,268	 28,853	 10.8% Money Market: Interest-bearing deposits	 8,562	 209	 2.4%	 6,894	 452	 6.6%	 8,349	 573	 6.9% Federal funds sold	 17,706	 623	 3.5%	 21,462	 1,035	 4.8%	 18,687	 1,420	 7.6% Total	 26,268	 832	 3.2%	 28,356 1,487 5.2%	 27,036	 1,993	 7.4% Total earning assets	 432,436	 36,044	 8.3%	 425,061	 38,527	 9.1%	 396,133	 39,959	 10.1% Other assets	 32,580			 27,263			 27,290 Total assets $465,016			 $452,324			 $423,423 Deposits: Savings	 $72,999	 2,107	 2.9%	 $61,660	 2,195	 3.6%	 $48,085	 2,339	 4.9% Interest-bearing demand deposits	 80,100	 1,998	 2.5%	 73,830 	2,310 	3.1% 	64,534	 3,094	 4.8% Time	 196,374 	9,750 5.0% 	224,898 	12,681	 5.6%	 225,648	 15,676	 6.9% Total	 349,473	 13,855	 4.0%	 360,388 17,186 4.8%	 338,267	 21,109	 6.2% Borrowed Funds: Short term	 9,186	 203	 2.2%	 9,398 	262 	2.8% 	9,436	 495	 5.2% Long term	 19,611	 1,205 	 6.1%	 6,549 	 439 	 6.7% 	 7,101	 568	 8.0% Total	 28,797 	 1,408 	 4.9% 	 15,947 	 701 	 4.4%	 16,537	 1,063	 6.4% Total interest bearing liabilities	378,270	 15,263	 4.0%	 376,335 	17,887	 4.8%	 354,804	 22,172	 6.2% Noninterest bearing deposits	 41,621			 38,403			 34,443 Other liabilities	 4,320			 3,485			 3,302 Total liabilities 	424,211			 418,223		 	392,549 Stockholders' equity	 40,805			 34,101			 30,874 Total liabilities and stockholders' equity	 $465,016		 	 $452,324			 $423,423 Interest rate spread		 $20,781 4.4%		 $20,640	 4.4%		 $17,787	 3.9% Interest revenue/ earning assets			 8.3%			 9.1% 10.1% Interest expense/ earning assets 			 3.5%			 4.2%			 5.6% Net yield on earnings assets	 	 4.8%		 	 4.9%	 		 4.5% <FN> <F1> Computed on a fully tax equivalent basis by dividing nontaxable income by 66% and reducing the result by the municipal interest limitation. The interest income was increased by $733,000, $820,000 and $808,000 for 1993, 1992 and 1991, respectively. <F2> Nonaccrual loans are included in the average balances listed. Related income on nonaccrual loans through the date the loan was put on accrual status is included in loan income. As of December 31, 1993, 1992 and 1991, nonaccrual loans outstanding were $1,416,000, $1,279,000 and $1,301,000, respectively. <F3> Loan fees included in income for 1993, 1992 and 1991 were $558,000, $512,000, and $244,000, respectively. /PAGE 22 PAGE 23 RATE VOLUME ANALYSIS/MATURITIES TABLES Rate Volume Analysis		 (dollars in thousands) Change in Income/Expense<F1>	 Rate Effect	 Volume Effect 1993 1992	 1991	 1993	 1992	 1991	 1993	 1992	 1991 Investment income: Taxable	 $(419) 	$224 	 $(50) 	$(225) 	$(447) 	$(145) $(194)	 $671 	 $95 Nontaxable (266) (85) (7) (26)	 (89)	 (87) (240)	 	4	 80 Total	 (685)	 139	 (57)	 (251)	 (536)	 (232) (434)	 	675	 	 175 Loan income: Commercial		47	 (544)		(325) 	 (351)	 (575)	 (365) 398		 31		 40 Real estate (1,096)	(513)		1,138	 (1,634)	 (2,485)	136		 538		 1,972	 1,002 Consumer	 (94)	 (8)	 (992)	 (561) 	 (144) (1,283)	 	467	 	 136	 291 Total 	 (1,143)	(1,065)(179)	 (2,546)	 (3,204)	(1,512)		 1,403		 2,139	 1,333 Money market funds	 (655)	 (506)	 (239)	 (583)	 (599)	 (139)	 (72)	 93	 (100 Total interest income	 (2,483)	(1,432)(475)	 (3,380)	 (4,339)	(1,883)		 897		 2,907	 1,408 Interest expense: Savings	 (88)	 (144)		39	 (454)	 (714)	 (138)		 366		 570		 177 Interest- bearing demand deposits	 (312)	 (784)	 (501)	 (496)	 (1,192)	(683)		 184		 408		 182 Time	 (2,931)	(2,995)(1,058)	 (1,422)	 (2,943)	(1,865)	 (1,509)	(52)		 807 Short-term borrowings(59)	 (233)	 (250)	 (53)	 (231)	 (209)	 (6)	 (2)	 (41) Long-term borrowings	766	 (129)	 (100)	 (40)	 (87)	 (74)	 	806	 (42)		 (26) Total interest expense	 (2,624)(4,285)(1,870)	 (2,465) 	(5,167)	(2,969)	 (159)		 882		 1,099 $141	 $2,853	$1,395	 $(915)	 $828	 $1,086		 $1,056	 $2,025 $309 <FN> <F1> The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the dollar amounts of the change in each. LOAN MATURITIES		 Due In Due in One Year Due 	One Year 	 Through After or Less	 Five Years	 Five Years Total LOAN TYPE: Commercial loans: Fixed 	 $2,611	 $1,500 	 $3,009 	$7,120 Variable	 	 27,047	 3,244	 9,888	 40,179 SUBTOTAL 29,658	 4,744	 12,897	 47,299 Real estate loans: Fixed	 	56	 5,174	 46,129 	51,359 Variable	 	527 	7,703 	133,668 	141,898 SUBTOTAL 583	 12,877 	179,797 	193,257 Consumer loans: Fixed		 6,734	 59,000 	2,628	 68,362 Variable		 378	 10,458	 1,921	 12,757 SUBTOTAL 7,112	 69,458	 4,549	 81,119 TOTAL		 $37,353	 $87,079	 $197,243	 $321,675 Maturities Schedule of Large Certificates of Deposit over $100,000	 as of December 31 (dollars in thousands) 	 1993 	 1992 	 1991 	 1990 Under 3 months		 $5,761	 $7,810	 $15,099	 $14,104 3 to 6 months		 2,241	 5,957 	 <F1> <F1> 6 to 12 months 		 2,859 	2,109 3 to 12 months		 5,100 	 8,066 	7,674	 14,214 Over 12 months		 6,939	 7,291	 4,198	 3,276 Total		 $17,800	 $23,167	 $26,971 	$31,594 <FN> <F1> The maturity schedule of large certificates of deposit prior to 1992 is in accordance with regulatory guidelines for preparation of quarterly Call Reports. The accounting system did not provide a split of the 3 to 12 months category into categories of 3 to 6 months and 6 to 12 months. /PAGE 23 PAGE 24 LOAN PORTFOLIO ANALYSIS (dollars in thousands) 1993	 1992	 1991	 1990	 1989 Year-end balances: Commercial $47,299 	$40,253 	$42,557 	$39,818 	$39,380 Real estate		 189,866 	176,119 163,670	 151,242 	141,847 Real estate construction 		3,391 	1,965 	3,073 	1,400 	1,407 Consumer (net)	 	76,977 	69,030 	65,168 	65,680 	64,801 Credit card		 4,142	 3,768	 3,785 	 3,580	 3,465 Total		 $321,675	 $291,135 	$278,253 	$261,720 	$250,900 Average loans	 	$300,187 	$285,735 	$266,268 	$257,214 	$249,384 Reserve for possible loan losses, January 1		 $5,687	 $4,273	 $4,086	 $3,765	 $3,044 Reserve for losses of acquired branch			 721 Loans charged off: Commercial	 	193 	1,163 	572	 576 	188 Real estate	 	143 	295 	401 	91 	209 Consumer 		816 	826 	1,002 	753 	672 Credit card 		51 	 33	 62 	43 	 46 Total	 	1,203 	2,317 	2,037 1,463	 1,115 Recoveries: Commercial		 60	 241	 91	 12	 209 Real estate	 	65	 110 	25 	48 	18 Consumer 		157 	267 	 354 	243 	153 Credit card 		 12 	 5 	 6 	 6 	10 Total	 	294 	623 	476 	309 	390 Net chargeoffs: Commercial		 133 922 	481 	564 	(21) Real estate 		78 	185	 376 	43 	191 Consumer 		659 	559 	648 	510 	519 Credit card 		 39	 28	 56	 37 	 36 Total		 909 	1,694	 1,561 	1,154	 725 Charged to operations 1,592	 2,387 	 1,748 	 1,475	 1,446 Reserve for loan losses December 31		 $6,370 	 $5,687	 $4,273 	$4,086	 $3,765 Reserve for possible loan losses as of December 31: Commercial	 $3,185	 $2,651	 $1,797	 $2,145	 $1,589 Real estate		 2,000	 1,189	 1,108 	510	 442 Consumer 		987 	602	 454 	425 	666 Credit card 		166 	45 	45 	41 	45 Unallocated		 32	 1,200	 869	 965	 1,023 Total		 $6,370	 $5,687	 $4,273	 $4,086	 $3,765 % of loans to total loans at December 31: Commercial		 14.7%	 13.8%	 15.3%	 15.2%	 15.7% Real estate	 	60.1	 61.2 	59.9 	58.3 57.1 Consumer 		23.9 	23.7 	23.4 	25.1	 25.8 Credit card		 1.3	 1.3 	 1.4	 1.4 	1.4 Total	 	100.0% 	100.0% 	100.0% 	100.0% 	100.0% /PAGE 24 PAGE 25 (dollars in thousands) 1993	 1992	 1991	 1990 	1989 Ratio: Net chargeoffs/average loans: Commercial		 0.05%	 0.32% 	0.18%	 0.22% 	(0.01)% Real estate		 0.02 	0.06 	0.14	 0.02	 0.08 Consumer	 	0.22 	0.20 	0.24 	0.20 	0.21 Credit card 		0.01 	 0.01 	0.02 0.01 	0.01 Total 		0.30% 	0.59%	 0.58% 0.45%	 0.29% Nonperforming loans: Nonaccrual loans	 	$1,416	 $1,279 	$1,301	 $1,769	 $1,701 Loans 90+ days past due		 896	 1,284	 1,706 	1,844	 1,982 Other real estate owned	 	38 	49	 779 	144 	682 Troubled debt restructuring		 	 	 	3 	 Total		 $2,350	 $2,612	 $3,786	 $3,760	 $4,365 Nonperforming loans as a percent of total loans	 	0.7%	 0.9%	 1.4% 	1.4%	 1.7% The provision for possible loan losses for financial reporting purposes is based upon past experience and an evaluation of potential losses in the current loan portfolio. In management's opinion, the provision is considered sufficient to maintain the loan loss reserve at a level adequate to absorb all anticipated losses existing in the loan portfolios at the balance sheet dates. Loans are classified as nonaccrual when, in the opinion of management, the collection of principal or interest is unlikely. No interest is taken into income on nonaccrual loans until such time as the borrower demonstrates the ability to pay principal and interest. Interest income on nonaccrual loans which would have been recorded under the original terms of the loans for 1993, 1992 and 1991 was $149,000 (of which $41,000 was actually recorded), $205,000 (of which $111,000 was actually recorded) and $158,000 (of which $61,000 was actually recorded), respectively. /PAGE 25 PAGE 26 MANAGEMENT'S DISCUSSION AND ANALYSIS INTRODUCTION The following discussion and analysis of the financial statements of Peoples Bancorp Inc. is presented to lend the reader insight-insight into Management's review of the financial results, as well as Management's views of Peoples Bancorp's place in the economy of Southeastern Ohio and Northern West Virginia and future opportunities for the organization. Our subsidiaries, The Peoples Banking and Trust Company (Peoples Bank), The First National Bank of Southeastern Ohio (First National) and the Northwest Territory Life Insurance Company, provide financial services to individuals and businesses within our market area. Peoples Bank is chartered in the State of Ohio and subject to regulation, supervision and examination by the Federal Deposit Insurance Corporation and the Ohio Division of Banks. First National is a member of the Federal Reserve System and subject to regulation, supervision and examination by the Comptroller of the Currency. This discussion and analysis should be read in conjunction with the audited financial statements and footnotes and with the ratios, statistics and discussions contained elsewhere in the Annual Report. OVERVIEW OF INCOME STATEMENT Peoples Bancorp achieved an increase in net income of $521,000 or 11.5%. Total 1993 net income was $5,071,000. For the year ended December 31, 1993, primary and fully-diluted earnings per share were $3.63 and $3.59 compared to $3.42 and $3.17 for 1992. Net income to average assets improved from 1.01% last year to 1.09% this year. Net income to average stockholders' equity for 1993 was 11.9% compared to 11.8% last year. During 1993, the Corporation adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits other than Pensions" (SFAS No. 106) which requires the accrual of the expected costs of providing postretirement benefits during the period of employee service. The Corporation provides certain health care benefits to current retirees and their dependents. Peoples Bancorp Inc. has recognized the cumulative effect of its transition obligation of $884,000 ($583,000, net of tax) as a decrease in income in 1993. The Corporation has also adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes are recognized at prevailing tax rates for temporary differences between financial statement and income tax bases of assets and liabilities. The Corporation has recognized the cumulative effect of this change in accounting of $269,000 as an increase in income in 1993. Previously issued financial statements have not been restated. INTEREST INCOME AND EXPENSES Net interest income after provision for loan loss increased from $18,456,000 last year to $18,898,000 this year. Interest income decreased by $2.4 Million while interest expense decreased by $2.6 Million. The volume of business has not declined. In fact, certain interest sensitive categories have shown growth. The continued impact of lower interest rates has resulted in these changes. The mix of interest-earning assets shifted away from short-term Federal funds sold to loans. Loans have typically returned the highest rate of interest earning assets while short-term funds have been the lowest. On the liability side of the balance sheet, Peoples Bancorp has also experienced a change in mix. Interest-bearing deposits, primarily Certificates of Deposit, have declined by $15.4 Million or 4.3%. This funding source has been replaced by an increase in borrowings from the Federal Home Loan Bank (FHLB). The FHLB borrowings can be matched directly against specific assets. Total interest-earning assets have decreased by $4,104,000 to $438,072,000 while interest-bearing liabilities have decreased by $7,991,000 to $373,125,000. The composite of these items results in an increase in net interest income over 1992. OTHER INCOME Total non-interest income increased $438,000 or 12.5% over 1992. Service charges on deposit accounts increased by $331,000 to $1,295,000. Management continues to review the level of services performed in order to determine appropriate fees that should be charged for our deposit products. Income from fiduciary activities increased by 10% to $1,475,000. Income from fiduciary activities is a function of assets under management of the Investment & Trust Division (ITD). The market value of assets under ITD management has increased from $288,086,000 at December 31, 1992 to $326,182,000 at December 31, 1993. OTHER EXPENSES Other expenses increased by $179,000 or 1.2% to $15,124,000. This modest increase is the result of Management's efforts to control overhead. Salaries and benefits increased by $438,000 or 6.3%. Net occupancy expense increased by $90,000 primarily due to taking a half year's depreciation on the expansion and renovation of the Corporation's downtown Marietta facility which was completed in October, 1993. The total project cost was $5.2 Million and was incurred over 1992 and 1993. FEDERAL INCOME TAX EXPENSE Federal income taxes increased from $1,452,000 last year to $1,899,000 this year, primarily due to increased pre-tax income. The effective tax rate increased from 24.2% in 1992 to 26.1% this year. The corporation earned less interest on obligations of state and political subdivisions in relation to total income this year than last. Management expects this trend to continue. /PAGE 26 PAGE 27 OVERVIEW OF BALANCE SHEET Total assets remained nearly the same as last year, decreasing $3,189,000 or 0.7% to $465,373,000. Interest-earning assets decreased from $442,176,000 to $438,027,000 while interest-bearing liabilities decreased from $381,116,000 to $373,125,000. The result is an increase in net earning assets. The mix of assets and liabilities has also changed. Interest-earning deposits with banks and federal funds sold decreased by $25,437,000 while loans increased by $30,540,000. This shift from lower yielding to higher yielding assets helped the Corporation maintain its net interest margin. SECURITY ANALYSIS 	 Maturity Distribution (dollars in thousands) U.S. 	 Federal 	 State and Treasury 	 Agency 	 Municipal Other 	 Total December 31, 1993 Maturity: Within 1 year		 $15,975	 $ 	$4,049 	$823	 $20,847 1 - 5 years	 	30,025 	8,426 	14,525 	4,710	 57,686 5 - 10 years 		2,685 7,143 	5,630 	750	 16,208 Over 10 years	 	 	 2,495 1,375 	 3,699 	 7,569 	Total	 	$48,685 	$18,064 	$25,579 	$9,982	 $102,310 Book Value		 $48,790 	$18,398 	$26,183 $9,978	 $103,349 Market Value	 	$51,022 	$18,583 	$27,831 	$10,669	 $108,105 Maturity: Within 1 year	 	7.399%	 	 	10.550%	 8.064%	 8.037% 1 - 5 years	 	7.201		 6.228%		 9.402		 7.717		 7.655 	5 - 10 years	 	7.439	 	5.514	 	8.880	 	5.857	 	7.018 Over 10 years	 		 	5.429	 	10.265 	 4.877 	 	6.038 	Total	 	7.279% 	5.835%	 9.515%	 6.554%	 7.512% December 31, 1992 Book Value 		$60,317 $11,078 	$31,284 	$9,877	 $112,556	 Market Value	 	$63,345	 $11,270 	$32,785 	$10,171 	$117,571 December 31, 1991 Book Value	 	$56,398 	$5,514	 $30,130	 $7,921	 $99,963 Market Value		 $60,003	 $5,613	 $30,930	 $8,010	 $104,556 The yield on state and municipal securities is computed on a fully tax equivalent basis assuming a tax rate of 34%. The portfolio contains no single issue (excluding U.S. Government and Federal Agency securities) which exceeds 10% of shareholders' equity. LOANS Overall loan demand was strong during 1993. Real estate loans increased by $13,747,000 or 7.8% to $189,866,000 as individuals and businesses found that lower interest rates allowed them to afford more debt. Consumer loans increased by $8,321,000 or 11.4% to $81,119,000. Our consumer loan processes, particularly in indirect lending, deliver the service and support our customers need in a timely and efficient manner which makes it easy to do business with us. Commercial loans increased by $7,046,000 or 17.5% to $47,299,000. Businesses within our market have expanded and the Corporation expanded its market area during 1993 by opening a business production office in Newark, Ohio. LOAN CONCENTRATION Peoples Bancorp does not have a concentration of its loan portfolio in any one industry. Real estate lending has been and remains, a significant component of our loan portfolio representing 60.1% of total loans. Approximately 71.2% of these real estate loans are one to four family residential loans to individuals that work within a wide range of businesses within our immediate market area. The Corporation's largest group of business loans consist of Automobile Dealer Floor Plans which totaled $13,782,000 and $10,526,000 at December 31, 1993 and 1992, respectively. It is the Corporation's policy to obtain the underlying inventory as collateral on these loans. As a matter of policy, the Corporation does not extend credit to /PAGE 27 PAGE 28 any single borrower or group of borrowers in excess of $6,889,000, the legal lending limit. Southeastern Ohio has a diversified industry base without dependence on any one industry. Management believes that the loan portfolio is adequately diversified. RESERVE FOR POSSIBLE LOAN LOSSES The reserve for possible loan losses increased to $6,370,000 or 1.98% of loans from $5,687,000 or 1.95% of loans last year. During 1993 the Corporation established a new loan review process. This independent review has improved the depth of the information on loans and allows quantitative challenging of the loan loss reserve. This was achieved while the provision for loan losses, the income statement expense, decreased from $2,387,000 to $1,592,000. Net chargeoffs of uncollectible loans decreased from $1,694,000 in 1992 to $909,000 in 1993. Total non-performing loans decreased from $2,612,000 to $2,350,000. Overall loan quality, as indicated by the reduction in non-performing loans to total loans from .90% to .73% and the reduction in net chargeoffs, has improved. DEPOSITS Total deposits decreased by $15,984,000 to $385,639,000 at December 31, 1993. Noninterest-bearing deposits remained about the same as last year while interest-bearing deposits declined. Large Certificates of Deposits over $100,000 decreased by $5,367,000, which reduces the Corporation's dependence on larger, more volatile funds. Lower market interest rates have caused our depositors to consider other investment options. OTHER SOURCES OF FUNDS The Corporation has increased its long term advances from the Federal Home Loan Bank (FHLB) from $11,932,000 at December 31, 1992 to $18,251,000 at December 31, 1993. The Corporation also had $3,000,000 of short term borrowings from FHLB as of December 31, 1993. FHLB provides a reliable source of fixed-rate, long-term funding that can be matched against fixed-rate real estate loans. CAPITAL/STOCKHOLDER'S EQUITY Total Stockholders' Equity increased $4,281,000 or 11.1% to $42,778,000 during 1993. Net income of $5,071,000 was used to fund $1,510,000 of dividends to Stockholders, a 29.8% dividend payout ratio. The Corporation also called $1,218,000 of Convertible Subordinated Debentures in May. Holders elected to convert the Debentures into stock due to the favorable conversion ratio. The Corporation purchased 12,316 shares of its own stock for the treasury for $498,000. The Board of Directors has, from time to time, authorized management to purchase shares for the treasury. Treasury shares may be used for future acquisitions. It is anticipated that additional shares will be purchased for the treasury. Banking regulators have established risk-based capital guidelines for measuring capital adequacy. The guidelines assign various levels of risk to each category of assets. Peoples Bancorp's core risk-based capital was 13.5% at December 31, 1993 compared to 12.8% last year and total risk based capital was 14.7% at December 31, 1993 compared to 14.5% last year. The regulatory guidelines require minimum core and total risk-based capital of 4% and 8%. Management expects to maintain capital in excess of regulatory guidelines. LIQUIDITY Liquidity measures an organization's ability to meet cash obligations as they come due. The Consolidated Statement of Cash Flows presented on page 9 of the accompanying financial statements provides analysis of the Corporation's cash and cash equivalents. Additionally, Management considers that portion of the loan portfolio that matures within one year and maturities within one year in the investment portfolio as part of our liquid assets. The current liquidity position is adequate to fund off-balance-sheet commitments. See additional discussion of off-balance-sheet commitments in Note 7 of the accompanying financial statements. Management believes that the Corporation's liquidity position is adequate. An Asset and Liability Management Committee meets periodically to monitor liquidity needs, funding sources and other issues. FAIR VALUE ACCOUNTING The audited financial statements contain required disclosures to comply with Financial Accounting Standards Board Statement Number 107. The disclosures may be found in the footnotes to the audited financial statements. The fair values of loans and investments exceed carrying values and the fair value of deposit liabilities exceeds carrying value. Generally, the carrying value of all other financial instruments approximate fair value. /PAGE 28 PAGE 29 EFFECTS OF INFLATION ON FINANCIAL STATEMENTS Substantially all of the Company's assets relate to banking and are monetary in nature. Therefore, they are not impacted by inflation to the same degree as companies in capital intensive industries. During a period of rising prices, a net monetary asset position results in a loss in purchasing power and conversely a net monetary liability position results in an increase in purchasing power. In banks, monetary assets exceed monetary liabilities, consequently, when prices are increasing, banks experience a decline in the purchasing power of their net assets. RECENTLY ISSUED ACCOUNTING STANDARDS The Financial Accounting Standards Board (FASB) has issued statements during the past year that may have a future impact on Peoples Bancorp's financial statements. FASB Statement 114, Accounting By Creditors for Impairment of a Loan requires the impaired loans be measured based on the present value of expected future cash flows, the loans observable market price, or the fair value of the collateral. The Statement applies to financial statements for fiscal years beginning after December 15, 1994. Management has not determined the financial statement impact of adoption and does not expect to adopt early. FASB Statement 115, Accounting for Certain Investments in Debt and Equity Securities, addresses the accounting and reporting for investments in equity and debt securities. Investments are to be classified into three categories: held-to-maturity, trading securities and available-for-sale securities, which have separate rules regarding reporting of unrealized gains and losses. The Statement is effective for fiscal years beginning after December 15, 1993. The Corporation will adopt FASB 115 January 1, 1994. See footnote 2 to the audited financial statements for further discussion. FASB Statement 112, Employers' Accounting for Postemployment Benefits, establishes accounting standards for benefits provided after termination of employment, but prior to retirement. Management will adopt FASB 112 January 1, 1994 and expects no significant financial statement impact. INTEREST RATE SENSITIVITY - MATURING OR REPRICING The following Interest Rate Sensitivity Table presents Peoples Bancorp's Interest Rate Sensitivity Position at December 31, 1993: 			 At December 31, 1993 (thousands) 	 0 - 3 	 4 - 12 		 Over Months 	 Months 1-5 Years 	5 Years 	 Total Interest earning assets: Securities: 	Taxable	 	 $6,631 	$10,287 	$44,627 	$17,657 	$79,202 	Tax-exempt	 	 955	 3,130	 14,311 	 5,751	 24,147 Total		 7,586	 13,417	 58,938	 23,408	 103,349 Federal funds sold			 7,050			 	 7,050 Loans net of unearned income	 85,212	 103,599	 79,435	 53,429	 321,675 Interest-bearing deposits with banks		 5,898	 100 	 	 	 5,998 TOTAL 105,746	 117,116	 138,373	 76,837	 438,072 Interest-bearing liabilities: Deposits				 186,073	 58,733	 95,728		 340,534 Federal funds purchased, Federal Home Loan Bank advances, and securities sold under agreements to repurchase	 	12,260	 			12,260 Other borrowings	 	 	2,080	 	 	 18,251 	 20,331 Total		 200,413	 58,733 	 95,728 	18,251 	373,125 Interest sensitivity	 	$(94,667)	$58,383	 $42,645	 $58,586	 $64,947 /PAGE 29 PAGE 30 OUTLOOK FOR 1994 Management has developed a business plan for 1994 that, if achieved, will result in an increase in net income. Net interest margin is expected to narrow as interest rates drift up slightly during the year. Volume of lending activity is expected to increase and will be funded through growth in deposits. Alternatives to traditional banking activities will continue to be pursued. Thirty of our bankers became licensed during the year to sell fixed-rate annuities and life insurance products. An alternative to a high-cost, full-service office was started during 1993 when the Corporation opened a business production office in rented facilities in Newark, Ohio. Developing a cadre of bankers and the systems support needed to provide our customers with the financial products and services they want requires a total organizational commitment. Our bankers are learning through seminars, in-house training, college courses and specialized training. Five of our associates have entered a two-year management training program which will expose them to key operating units within the organization. During 1993, PC-based Platform Automation Software was installed. This "smart system" generates the paper work and allows our bankers to focus on the customer. Peoples Bancorp looks anxiously into the future. Our bankers realize that our future depends on our ability to provide products and services that the customer wants. Through training, teamwork and a customer-oriented mindset, our bankers are re-thinking the way we do business. COMPARISON OF 1992 TO 1991 Net income for the year ended December 31, 1992 was $4,550,000, an increase of nearly 26% over 1991. Net interest income increased $2,841,000 to $19,821,000 for 1992. The average yield on interest-earning assets decreased by one percent from 10.1% to 9.1% while the rates paid on interest-bearing liabilities decreased 1.4% from 5.6% to 4.2%. Investment securities declined less than other asset categories because of Peoples Bancorp's philosophy of buying investments that mature gradually over time. Other income increased by nearly $600,000 over 1991. Income from fiduciary activities, the largest source of other income, increased to $1,342,000, while service charge income increased by over $100,000. Other expenses were up by nearly $1.4 Million to $14,945,000 for 1992. Salaries and benefits increased by $513,000 to $6,991,000 as the Corporation added a location in Middleport, Ohio and The Plains, Ohio office completed its first full year of operation. Total assets increased by over $44 Million during 1992. This 10.4% increase to $468,562,000 was the result of two acquisitions and growth within our market. Real Estate Mortgage lending was very active during 1992. Commercial loan balances declined by 5.4% during 1992 as economic growth was weak. The reserve for possible loan losses increased from 1.54% to 1.95% of loans at December 31, 1992. The increase was necessary due to the uncertainty of loans purchased from the Resolution Trust Company. Non-performing loans fell from 1.4% of total loans at December 31, 1991 to 0.9% at December 31, 1992. Numerous improvements were made to facilities, particularly Nelsonville, Ohio; Middleport, Ohio and building a replacement for a drive-up facility in downtown Marietta, Ohio. Deposits increased by $26,596,000 or 7.1% during 1992. The majority of this growth was through acquisitions. Term debt increased to $15,506,000 as the Corporation elected to borrow $11,932,000 of long-term, fixed-rate funds from the Federal Home Loan Bank to offset the increase in fixed-rate mortgage lending. Peoples Bancorp's core risk-based capital increased from 11.5% at December 31, 1991 to 12.8% at December 31, 1992. Total risk-based capital decreased slightly from 14.6% to 14.5% over the period. /PAGE 30