The purpose of this analysis is to provide the reader with information relevant
to understanding and assessing our results of operations for each of the past
three years and financial condition for each of the past two years. In order to
fully appreciate this analysis you are encouraged to review the consolidated
financial statements and statistical data presented in this document.

FORWARD-LOOKING STATEMENTS



This report, including Management's Discussion and Analysis of Financial
Condition and Results of Operations, contains forward-looking statements.
Forward-looking statements include statements with respect to our beliefs,
plans, objectives, goals, expectations, anticipations, assumptions, estimates,
intentions, and future performance, and involve known and unknown risks,
uncertainties and other factors, which may be beyond our control, and which may
cause actual results, performance or achievements to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements.

All statements other than statements of historical fact are statements that
could be forward-looking statements. Words such as "believe," "contemplate,"
"seek," "estimate," "plan," "project," "anticipate," "possible," "assume,"
"expect," "intend," "targeted," "continue," "remain," "will," "should,"
"indicate," "would," "may" and other similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements. Forward-looking statements provide current
expectations or forecasts of future events and are not guarantees of future
performance, nor should they be relied upon as representing management's views
as of any subsequent date.

All written or oral forward-looking statements that are made by or attributable
to us are expressly qualified in their entirety by this cautionary notice. We
have no obligation, and do not undertake, to update, revise, or correct any of
the forward-looking statements after the date of this report, or after the
respective dates on which such statements otherwise are made. We have expressed
our expectations, beliefs, and projections in good faith and we believe they
have a reasonable basis. However, we make no assurances that our expectations,
beliefs, or projections will be achieved or accomplished. The results or
outcomes indicated by our forward-looking statements may not be realized due to
a variety of factors, including, without limitation, the following:

•Local, regional, national, and international economic conditions and the impact they may have on us and our clients and our assessment of that impact.

•Changes in the level of nonperforming assets and charge-offs.

•Changes in estimates of future cash reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

•The effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board.

•Inflation, interest rate, securities market, and monetary fluctuations.

•Political instability.

•Acts of war or terrorism.

•The spread of infectious diseases or pandemics.

•Substantial changes in the cost of fuel.

•The timely development and acceptance of new products and services and perceived overall value of these products and services by others.

•Changes in consumer spending, borrowings, and savings habits.

•Changes in the financial performance and/or condition of our borrowers.

•Technological changes.

•The impact of climate change.

•Acquisitions and integration of acquired businesses.

•The ability to increase market share and control expenses.

•The ability to expand effectively into new markets that we target.

•Changes in the competitive environment among bank holding companies.



•The effect of changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities, insurance, and climate change) with which
we and our subsidiaries must comply.

•The effect of changes in accounting policies and practices and auditing requirements, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters.


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•Changes in our organization, compensation, and benefit plans.

•The costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquires and the results of regulatory examinations or reviews.

•Greater than expected costs or difficulties related to the integration of new products and lines of business.

•Our success at managing the risks described in Item 1A. Risk Factors.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles (GAAP) and follow general practices
within the industries in which we operate. Application of these principles
requires management to make estimates or judgments that affect the amounts
reported in the financial statements and accompanying notes. These estimates or
judgments reflect management's view of the most appropriate manner in which to
record and report our overall financial performance. Because these estimates or
judgments are based on current circumstances, they may change over time or prove
to be inaccurate based on actual experience. As such, changes in these
estimates, judgments, and/or assumptions may have a significant impact on our
financial statements. All accounting policies are important, and all policies
described in Part II, Item 8, Financial Statements and Supplementary Data - Note
1 of the Notes to Consolidated Financial Statements (Note 1), should be reviewed
for a greater understanding of how our financial performance is recorded and
reported.

We have identified the following two policies as being critical because they
require management to make particularly difficult, subjective, and/or complex
estimates or judgments about matters that are inherently uncertain and because
of the likelihood that materially different amounts would be reported under
different conditions or using different assumptions. These policies relate to
the determination of the allowance for loan and lease losses and fair value
measurements. Management believes it has used the best information available to
make the estimations or judgments necessary to value the related assets and
liabilities. Actual performance that differs from estimates or judgments and
future changes in the key variables could change future valuations and impact
net income. Management has reviewed the application of these policies with the
Audit, Finance and Risk Committee of the Board of Directors. Following is a
discussion of the areas we view as our most critical accounting policies.

Allowance for Credit Losses - The allowance for credit losses represents
management's estimate of expected credit losses over the expected contractual
life of our existing loan and lease portfolio and the establishment of an
allowance that is sufficient to absorb those losses. As of December 31, 2020, we
adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, as amended, which
replaced the incurred loss methodology with an expected loss methodology that is
referred to as current expected credit losses (CECL). The accounting standard
was implemented at a time when we were experiencing conditions without
historical precedent. Determining the appropriateness of the allowance is
complex and requires judgement by management about the effect of matters that
are inherently uncertain. In determining an appropriate allowance, management
makes numerous judgments, assumptions, and estimates which are inherently
subjective, as they require material estimates that may be susceptible to
significant change. These estimates are derived based on continuous review of
the loan and lease portfolio, assessments of client performance, movement
through delinquency stages, probability of default, losses given default,
collateral values, and disposition, as well as expected cash flows, economic
forecasts, and qualitative factors, such as changes in current economic
conditions.

As stated in Note 1, we segment our loan and lease portfolios based on similar
risk characteristics for collective evaluation using a non-discounted cash flow
approach to estimate expected losses. We use a cohort cumulative loss
methodology for select loan and lease segments. The cohort methodology has a
steady state assumption. For other segments, we use a PD/LGD (probability of
default/loss given default) model which aligns well with our internal risk
rating system. When we observe limitations in the data or models, we use model
overlays to make adjustments to model outputs to capture a particular risk or
compensate for a known limitation, or in the case of the cohort model, changes
in the steady state assumptions. Actual losses may differ from estimated amounts
due to model inefficiencies or management's inability to adequately determine
appropriate model adjustment factors.

The accounting standard further requires management to use forecasts about
future economic conditions to determine the expected credit losses over the
remaining life of the asset. Forecast adjustments are fundamentally difficult to
establish and the current environment presents challenges with persistent
inflation, markedly higher interest rates, and heightened geopolitical
uncertainty. We endeavor to apply a forecast adjustment that is directionally
consistent, reasonable, supportable, and reflective of current expectations and
conditions. We use a two-year reasonable and supportable period across all loan
and lease segments to forecast economic conditions. We believe the two-year time
horizon aligns with available industry guidance and various forecasting sources.
Following this two-year forecasting period, we use a two-year reversion period
to revert forecast rates to historical loss rates.

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In assessing the factors used to derive an appropriate allowance, management
benefits from a lengthy organizational history and experience with credit
decisions and related outcomes. We have been diligent in our efforts to gain a
thorough understanding of the CECL accounting standard, and have reviewed our
portfolios, loan segmentations, methodologies and models and believe we have
made appropriate and prudent decisions. Nonetheless, if management's underlying
assumptions prove to be inaccurate, the allowance for loan and lease losses
would have to be adjusted. Our accounting policies related to the allowance for
credit losses is disclosed in Note 1 under the heading "Allowance for Credit
Losses."

Fair Value Measurements - We use fair value measurements to record certain
financial instruments and to determine fair value disclosures.
Available-for-sale securities, trading account securities, mortgage loans held
for sale, and interest rate swap agreements are financial instruments recorded
at fair value on a recurring basis. Additionally, from time to time, we may be
required to record at fair value other financial assets on a nonrecurring basis.
These nonrecurring fair value adjustments typically involve write-downs of, or
specific reserves against, individual assets. GAAP establishes a three-level
hierarchy for disclosure of assets and liabilities recorded at fair value. The
classification of assets and liabilities within the hierarchy is based on
whether the inputs to the valuation methodology used in the measurement are
observable or unobservable. Observable inputs reflect market-driven or
market-based information obtained from independent sources, while unobservable
inputs reflect our estimates about market data.

The degree of management judgment involved in determining the fair value of a
financial instrument is dependent upon the availability of quoted market prices
or observable market data. For financial instruments that trade actively and
have quoted market prices or observable market data, there is minimal
subjectivity involved in measuring fair value. When observable market prices and
data are not fully available, management judgment is necessary to estimate fair
value. In addition, changes in the market conditions may reduce the availability
of quoted prices or observable data. For example, reduced liquidity in the
capital markets or changes in secondary market activities could result in
observable market inputs becoming unavailable. Therefore, when market data is
not available, we use valuation techniques that require more management judgment
to estimate the appropriate fair value measurement. Fair value is discussed
further in Note 1 under the heading "Fair Value Measurements" and in Note 21,
"Fair Value Measurements."

EARNINGS SUMMARY

Net income available to common shareholders in 2022 was $120.51 million, up from
$118.53 million in 2021 and up from $81.44 million in 2020. Diluted net income
per common share was $4.84 in 2022, $4.70 in 2021, and $3.17 in 2020. Return on
average total assets was 1.49% in 2022 compared to 1.53% in 2021, and 1.14% in
2020. Return on average common shareholders' equity was 13.81% in 2022 versus
13.07% in 2021, and 9.41% in 2020.

Net income in 2022, as compared to 2021, was positively impacted by a $26.83
million or 11.34% increase in net interest income and a $1.45 million or 0.78%
decrease in noninterest expense which was offset by a $17.55 million or 407.81%
increase in the provision for credit losses and a $8.83 million or 8.82%
decrease in noninterest income. Net income in 2021, as compared to 2020, was
positively impacted by a $10.82 million or 4.79% increase in net interest
income, a $40.30 million or 111.95% decrease in the provision for credit losses,
and a $1.22 million or 0.65% decrease in noninterest expense which was offset by
a $3.80 million or 3.65% decrease in noninterest income and a $11.45 million or
46.01% increase in income tax expense.

Dividends paid on common stock in 2022 amounted to $1.26 per share, compared to
$1.21 per share in 2021, and $1.13 per share in 2020. The level of earnings
reinvested and dividend payouts are determined by the Board of Directors based
on various considerations, including liquidity needs, capital requirements, and
management's assessment of future growth opportunities and the level of capital
necessary to support them.

Net Interest Income - Our primary source of earnings is net interest income, the
difference between income on earning assets and the cost of funds supporting
those assets. Significant categories of earning assets are loans and securities
while deposits and borrowings represent the major portion of interest-bearing
liabilities. For purposes of the following discussion, comparison of net
interest income is done on a tax-equivalent basis, which provides a common basis
for comparing yields on earning assets exempt from federal income taxes to those
which are fully taxable.

Net interest margin (the ratio of net interest income to average earning assets)
is significantly affected by movements in interest rates and changes in the mix
of earning assets and the liabilities that fund those assets. Net interest
margin on a fully taxable- equivalent basis was 3.45% in 2022, compared to 3.23%
in 2021 and 3.39% in 2020. Net interest income was $263.47 million for 2022,
compared to $236.64 million for 2021 and $225.82 million for 2020.
Tax-equivalent net interest income totaled $264.10 million for 2022, up $27.00
million from the $237.10 million reported in 2021. Tax-equivalent net interest
income for 2021 was up $10.73 million from the $226.36 million reported for
2020.

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During 2022, average earning assets increased $322.53 million or 4.39% while
average interest-bearing liabilities increased $217.47 million or 4.55% over the
comparable period in 2021. The yield on average earning assets increased 36
basis points to 3.84% for 2022 from 3.48% for 2021 primarily due to higher rates
on loans and leases and investment securities. Total cost of average
interest-bearing liabilities increased 23 basis points to 0.61% during 2022 from
0.38% in 2021 as a result of the higher interest rate environment. The result to
the fully taxable-equivalent net interest margin was an increase of 22 basis
points.

The largest contributor to the increase in the yield on average earning assets
in 2022 was the 42 basis point improvement in the loan and lease portfolio yield
primarily due to market conditions as a result of seven Federal Reserve interest
rate increases during the year. Average loans and leases increased $128.88
million or 2.37% in 2022 from 2021 while the yield increased to 4.74%. The yield
on net loans and leases was positively impacted by three basis points in 2022
due to the recognition of $2.70 million of fees on PPP loans which have been
forgiven by the SBA or paid down by customers. PPP forgiveness and customer
payments totaled $74.88 million for the full year of 2022 with less than $1
million remaining. Strong growth primarily within our specialty finance group
portfolios drove total average loans and leases higher during the year.

During 2022, the tax-equivalent yield on investment securities
available-for-sale increased 21 basis points to 1.50% while the average balance
grew $401.97 million or 27.85% with the largest increases in U.S. treasury and
federal agency securities and mortgage-backed securities. Average mortgages held
for sale decreased $11.85 million or 69.59% during 2022 while the yield
increased 156 basis points. Average other investments, which include federal
funds sold, time deposits with other banks, Federal Reserve Bank excess
balances, Federal Reserve Bank and Federal Home Loan Bank (FHLB) stock and
commercial paper decreased $196.48 million or 44.61% during 2022 while the yield
increased 75 basis points. The average balance decrease in other investments was
primarily a result of lower balances held at the Federal Reserve Bank.

Average interest-bearing deposits increased $213.14 million or 4.78% during 2022
while the effective rate paid on those deposits increased 26 basis points. The
increased average balance was primarily due to increases in business, consumer
and public fund deposits. The increase in the average cost of interest-bearing
deposits was primarily the result of higher rates and a shift in the deposit
mix. The deposit mix changed as the year progressed with clients moving their
funds from non-maturity accounts to certificates of deposit due to the rising
interest rate environment. Additionally, brokered deposits grew during the
fourth quarter. Average noninterest-bearing demand deposits increased $155.71
million or 8.27% during 2022 due primarily to uncertain economic conditions and
business customers maintaining a cautious stance with their funds and spending.

Average short-term borrowings increased $28.24 million or 15.12% during 2022
while the effective rate paid increased 63 basis points. The increase in
short-term borrowings was primarily the result of higher borrowings with the
FHLB as part of liquidity management to support loan growth. Average long-term
debt and mandatorily redeemable securities balances decreased $23.91 million or
30.32% during 2022 as the effective rate decreased 301 basis points primarily
due to lower rates on mandatorily redeemable securities from a reduction in book
value per share during 2022. Mandatorily redeemable shares are issued under the
terms of one of our executive incentive compensation plans and are settled based
on book value per share with changes from the previous reporting date recorded
as interest expense.

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The following table provides an analysis of net interest income and illustrates
interest income earned and interest expense charged for each major component of
interest earning assets and the interest bearing liabilities. Yields/rates are
computed on a tax-equivalent basis, using a 21% rate. Nonaccrual loans and
leases are included in the average loan and lease balance outstanding.

                                                                                                    2022                                                                        2021                                                                       2020
                                                                                                   Interest                                                                    Interest                                                                   Interest

(Dollars in thousands)                                                Average Balance           Income/Expense             Yield/Rate             Average Balance           Income/Expense             Yield/Rate            Average Balance           Income/Expense             Yield/Rate
ASSETS
Investment securities available-for-sale:
Taxable                                                             $      1,805,041          $         26,294                    1.46  %       $      1,410,797          $         17,767                   1.26  %       $      1,009,794          $         18,080                   1.79  %
Tax-exempt(1)                                                                 40,310                     1,311                    3.25  %                 32,583                       741                   2.27  %                 48,266                     1,105                   2.29  %
Mortgages held for sale                                                        5,178                       217                    4.19  %                 17,026                       448                   2.63  %                 20,628                       600                   2.91  %
Loans and leases, net of unearned discount(1)                              5,566,701                   264,043                    4.74  %              5,437,817                   234,902                   4.32  %              5,463,436                   242,505                   4.44  %
Other investments                                                            243,938                     2,579                    1.06  %                440,416                     1,373                   0.31  %                142,122                     1,284                   0.90  %
Total earning assets(1)                                                    7,661,168                   294,444                    3.84  %              7,338,639                   255,231                   3.48  %              6,684,246                   263,574                   3.94  %
Cash and due from banks                                                       75,836                                                                      77,275                                                                     71,626
Allowance for loan and lease losses                                         (133,028)                                                                   (139,141)                                                                  (130,776)
Other assets                                                                 469,135                                                                     454,374                                                                    494,913
Total assets                                                        $      8,073,111                                                            $      7,731,147                                                           $      7,120,009

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits                                           $      4,673,494          $         25,231                    0.54  %       $      4,460,359          $         12,276                   0.28  %       $      4,205,904          $         30,459                   0.72  %
Short-term borrowings:
Securities sold under agreements to repurchase                               166,254                        85                    0.05  %                180,610                       112                   0.06  %                173,398                       317                   0.18  %
Other short-term borrowings                                                   48,716                     1,412                    2.90  %                  6,119                         3                   0.05  %                 27,767                       200                   0.72  %

Subordinated notes                                                            58,764                     3,550                    6.04  %                 58,764                     3,267                   5.56  %                 58,764                     3,367                   5.73  %
Long-term debt and mandatorily redeemable securities                          54,940                        69                    0.13  %                 78,845                     2,476                   3.14  %                 80,715                     2,868                   3.55  %
Total interest-bearing liabilities                                         5,002,168                    30,347                    0.61  %              4,784,697                    18,134                   0.38  %              4,546,548                    37,211                   0.82  %
Noninterest-bearing deposits                                               2,037,882                                                                   1,882,168                                                                  1,530,698
Other liabilities                                                            103,740                                                                     112,291                                                                    145,807
Shareholders' equity                                                         872,721                                                                     906,951                                                                    865,278
Noncontrolling interests                                                      56,600                                                                      45,040                                                                     31,678
Total liabilities and equity                                        $      8,073,111                                                            $      7,731,147                                                           $      7,120,009
Less: Fully tax-equivalent adjustments                                                                    (628)                                                                       (459)                                                                      (543)
Net interest income/margin (GAAP-derived)(1)                                                  $        263,469                    3.44  %                                 $        236,638                   3.22  %                                 $        225,820                   3.38  %
Fully tax-equivalent adjustments                                                                           628                                                                         459                                                                        543
Net interest income/margin - FTE(1)                                                           $        264,097                    3.45  %                                 $        237,097                   3.23  %                                 $        226,363                   3.39  %

(1) See "Reconciliation of Non-GAAP Financial Measures" for more information on this performance measure/ratio.


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Reconciliation of Non-GAAP Financial Measures - Our accounting and reporting
policies conform to GAAP in the United States and prevailing practices in the
banking industry. However, certain non-GAAP performance measures are used by
management to evaluate and measure the Company's performance. These include
taxable-equivalent net interest income (including its individual components) and
net interest margin (including its individual components). Management believes
that these measures provide users of the Company's financial information a more
meaningful view of the performance of the interest-earning assets and
interest-bearing liabilities.

Management reviews yields on certain asset categories and the net interest
margin of the Company and its banking subsidiaries on a fully taxable-equivalent
("FTE") basis. In this non-GAAP presentation, net interest income is adjusted to
reflect tax-exempt interest income on an equivalent before-tax basis. This
measure ensures comparability of net interest income arising from both taxable
and tax-exempt sources. The following table shows the reconciliation of non-GAAP
financial measures for the most recent three years ended December 31.

(Dollars in thousands)                                                                    2022           2021           2020

Calculation of Net Interest Margin


        (A)          Interest income (GAAP)                                          $   293,816    $   254,772    $   263,031
                     Fully tax-equivalent adjustments:
        (B)          - Loans and leases                                                      366            319            333
        (C)          - Tax-exempt investment securities                                      262            140            210
        (D)          Interest income - FTE (A+B+C)                                       294,444        255,231        263,574
        (E)          Interest expense (GAAP)                                              30,347         18,134         37,211
        (F)          Net interest income (GAAP) (A-E)                                    263,469        236,638        225,820
        (G)          Net interest income - FTE (D-E)                                     264,097        237,097        226,363
        (H)          Total earning assets                                            $ 7,661,168    $ 7,338,639    $ 6,684,246
                     Net interest margin (GAAP-derived) (F/H)                               3.44  %        3.22  %        3.38  %
                     Net interest margin - FTE (G/H)                                        3.45  %        3.23  %        3.39  %


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The change in interest due to both rate and volume illustrated in the following
table has been allocated to volume and rate changes in proportion to the
relationship of the absolute dollar amounts of the change in each. The following
table shows changes in tax-equivalent interest earned and interest paid,
resulting from changes in volume and changes in rates.

                                                                                 Increase (Decrease) due to
(Dollars in thousands)                                                            Volume                    Rate               Net
2022 compared to 2021
Interest earned on:
Investment securities available-for-sale:
Taxable                                                                  $       5,463                  $   3,064          $   8,527
Tax-exempt                                                                         203                        367                570
Mortgages held for sale                                                           (412)                       181               (231)
Loans and leases, net of unearned discount                                       5,674                     23,467             29,141
Other investments                                                                 (843)                     2,049              1,206
Total earning assets                                                     $      10,085                  $  29,128          $  39,213
Interest paid on:
Interest-bearing deposits                                                $         613                  $  12,342          $  12,955
Short-term borrowings:
Securities sold under agreements to repurchase                                      (8)                       (19)               (27)
Other short-term borrowings                                                        151                      1,258              1,409
Subordinated notes                                                                   -                        283                283
Long-term debt and mandatorily redeemable securities                              (578)                    (1,829)            (2,407)
Total interest-bearing liabilities                                       $         178                  $  12,035          $  12,213
Net interest income - FTE                                                $       9,907                  $  17,093          $  27,000

2021 compared to 2020
Interest earned on:
Investment securities available-for-sale:
Taxable                                                                  $       5,961                  $  (6,274)         $    (313)
Tax-exempt                                                                        (357)                        (7)              (364)
Mortgages held for sale                                                            (98)                       (54)              (152)
Loans and leases, net of unearned discount                                      (1,133)                    (6,470)            (7,603)
Other investments                                                                1,350                     (1,261)                89
Total earning assets                                                     $       5,723                  $ (14,066)         $  (8,343)
Interest paid on:
Interest-bearing deposits                                                $       1,741                  $ (19,924)         $ (18,183)
Short-term borrowings:
Securities sold under agreements to repurchase                                      13                       (218)              (205)
Other short-term borrowings                                                        (90)                      (107)              (197)
Subordinated notes                                                                   -                       (100)              (100)
Long-term debt and mandatorily redeemable securities                               (65)                      (327)              (392)
Total interest-bearing liabilities                                       $       1,599                  $ (20,676)         $ (19,077)
Net interest income - FTE                                                $       4,124                  $   6,610          $  10,734


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Noninterest Income - Noninterest income decreased $8.83 million or 8.82% in 2022
from 2021 following a $3.80 million or 3.65% decrease in 2021 from 2020. The
following table shows noninterest income for the most recent three years ended
December 31.

(Dollars in thousands)                                                  2022               2021               2020
Noninterest income:
Trust and wealth advisory                                            $ 23,107          $  23,782          $  21,114
Service charges on deposit accounts                                    12,146             10,589              9,485
Debit card                                                             18,052             18,125             14,983
Mortgage banking                                                        4,122             11,822             15,674
Insurance commissions                                                   6,703              7,247              7,025
Equipment rental                                                       12,274             16,647             23,380
(Losses) gains on investment securities available-for-sale               (184)              (680)               279
Other                                                                  15,042             12,560             11,949
Total noninterest income                                             $ 91,262          $ 100,092          $ 103,889


Trust and wealth advisory fees (which include investment management fees, estate
administration fees, mutual fund fees, annuity fees, and fiduciary fees)
decreased $0.68 million or 2.84% in 2022 from 2021 compared to a $2.67 million
or 12.64% increase in 2021 over 2020. Trust and wealth advisory fees are largely
based on the number and size of client relationships and the market value of
assets under management. The market value of trust assets under management at
December 31, 2022 and 2021 was $4.84 billion and $5.33 billion, respectively.
The negative performance of the stock and bond markets in 2022 resulted in a
decline in the market value of trust assets under management compared to 2021.
At December 31, 2022, these trust assets were comprised of $3.21 billion of
personal and agency trusts and estate administration assets, $1.03 billion of
employee benefit plan assets, $0.49 million of individual retirement accounts,
and $0.11 million of custody assets.

Service charges on deposit accounts increased by $1.56 million or 14.70% in 2022
from 2021 compared to an increase of $1.10 million or 11.64% in 2021 from 2020.
The growth in service charges on deposit accounts in 2022 was primarily due to
increased consumer and business nonsufficient fund transactions. The increase in
service charges on deposit accounts in 2021 was primarily due to a higher
customer ATM fees from an increased volume of transactions and a change in the
fees charged, as well as increased business deposit account fees offset by a
decrease in consumer nonsufficient fund transactions. Economic recovery in 2021
led to a corresponding improvement in consumer and business activity.

Debit card income was relatively flat from 2022 to 2021 compared to an increase
of $3.14 million or 20.97% in 2021 from 2020. The decline in 2022 to 2021 was
mainly the result of decreased discretionary spending and a focus on core
expenses by consumers. Debit card transactions in 2021 were helped significantly
by the reopened economy driving increased consumer activity.

Mortgage banking income dropped $7.70 million or 65.13% in 2022 over 2021,
compared to a $3.85 million or 24.58% decrease in 2021 from 2020. We had $0.81
million of MSR impairment recoveries in 2021 and $0.81 million of MSR impairment
charges in 2020. During 2022, 2021 and 2020, we determined that no permanent
write-down was necessary for previously recorded impairment on MSRs. During
2022, mortgage banking income decreased primarily due to reduced mortgage
origination volumes resulting in lower income on loans sold in the secondary
market. Demand for mortgages has continued to decline with steep increases in
interest rates, limited inventory, and fewer housing starts all of which
impacted market activity. During 2021, mortgage banking income decreased
primarily due to reduced margins on a lower volume of loan sales.

Insurance commissions declined $0.54 million or 7.51% in 2022 compared to 2021
and improved $0.22 million or 3.16% in 2021 compared to 2020. The decrease in
2022 was primarily due to a reduced book of business and fewer contingent
commissions received. The increase in 2021 was primarily due to higher
contingent commissions received due to achieving sales goals set forth by
various carrier incentive programs.

Equipment rental income generated from operating leases decreased by $4.37
million or 26.27% during 2022 from 2021 compared to a reduction of $6.73 million
or 28.80% during 2021 from 2020. The average equipment rental portfolio
decreased 21.27% in 2022 over 2021 and decreased 29.16% in 2021 over 2020 as a
result of reduced leasing volume primarily in the construction equipment and the
auto and light truck portfolios due to changing customer preferences and
competitive pricing pressures for new business. In 2022 and 2021, the decline in
rental income was offset by a similar decline in depreciation on equipment owned
under operating leases.

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Losses on the sale of investment securities available-for-sale were $0.18
million and $0.68 million in 2022 and 2021, respectively. There were gains of
$0.28 million on the sale of investment securities available-for-sale for the
year ended 2020. Losses and gains on the sale of investment securities
available-for-sale were primarily from the sale of Federal agency securities in
2022 and corporate securities in 2021 and 2020, with the goal of managing
portfolio risk and liquidity.

Other income improved $2.48 million or 19.76% in 2022 from 2021 compared to an
increase of $0.61 million or 5.11% in 2021 from 2020. The increase in 2022 was
mainly a result of partnership investment gains on sale of renewable energy tax
equity investments of $2.24 million and higher bank owned life insurance policy
claims offset by a write down of $0.37 million on small business capital
investments and reduced customer swap fees of $0.33 million. The increase in
2021 was mainly a result of higher brokerage fees and commissions and increased
partnership investment gains offset by reduced customer swap fees and lower bank
owned life insurance policy claims.

Noninterest Expense - Noninterest expense decreased $1.45 million or 0.78% in
2022 from 2021 following a $1.22 million or 0.65% decrease in 2021 from 2020.
The following table shows noninterest expense for the most recent three years
ended December 31.

(Dollars in thousands)                     2022           2021           2020
Noninterest expense:
Salaries and employee benefits          $ 105,110      $ 105,808      $ 101,556
Net occupancy                              10,728         10,524         10,276
Furniture and equipment                     5,448          5,977          6,541
Data Processing                            22,375         19,877         19,147
Depreciation - leased equipment            10,023         13,694         20,203
Professional fees                           7,280          8,676          6,317
FDIC and other insurance                    3,625          2,677          2,606
Business development and marketing          5,823          8,013          4,157
Other                                      14,287         10,902         16,564
Total noninterest expense               $ 184,699      $ 186,148      $ 187,367

Total salaries and employee benefits were relatively flat in 2022 from 2021, following a $4.25 million or 4.19% increase in 2021 from 2020.



Employee salaries grew $0.62 million or 0.73% in 2022 from 2021 compared to an
increase of $2.93 million or 3.54% in 2021 from 2020. The increase in 2022 was
mainly a result of higher base salaries due to normal merit increases offset by
a decrease in incentive compensation and commission compensation primarily in
our residential mortgage area. The growth in 2021 was mainly a result of higher
base salaries due to normal merit increases and a rise in incentive compensation
including a one-time special reward to COVID-19 vaccinated employees announced
at the end of 2021 offset by a decrease in commission compensation primarily in
our residential mortgage area.

Employee benefits decreased $1.32 million or 6.58% in 2022 from 2021, compared
to a $1.32 million or 7.05% increase in 2021 from 2020. During 2022, group
insurance costs were lower due to decreased claims experienced compared to
levels in 2021. In 2021, company contributions to employee retirement accounts
increased due to higher salaries during 2021 and a rise in group insurance costs
as healthcare access and usage increased from levels in 2020.

Occupancy expense rose $0.20 million or 1.94% in 2022 from 2021, compared to an
increase of $0.25 million or 2.41% in 2021 from 2020. The elevated expense in
2022 was primarily the result of higher snow removal costs due to inclement
weather conditions. The increased expense in 2021 was primarily the result of
higher premises repairs and cleaning offset by lower real estate taxes and
reduced lease expenses.

Furniture and equipment expense, including depreciation, declined by $0.53
million or 8.85% in 2022 from 2021 compared to a decrease of $0.56 million or
8.62% in 2021 from 2020. The lower expense in 2022 was primarily due to a
reduction in equipment rental and depreciation expenses. The lower expense in
2021 was primarily due to a reduction in furniture and equipment depreciation
and lower corporate aircraft maintenance.

Data processing expense rose by $2.50 million or 12.57% in 2022 from 2021,
following a $0.73 million or 3.81% increase in 2021 from 2020. The increase in
2022 was due to a rise in software maintenance costs and higher computer
processing charges related to a variety of technology projects. The increase in
2021 was a result of increases in software maintenance costs and point of sale
computer operating expenses.

Depreciation on equipment owned under operating leases declined $3.67 million or
26.81% in 2022 from 2021, following a $6.51 million or 32.22% decrease in 2021
from 2020. In 2022 and 2021, depreciation on equipment owned under operating
leases correlated with the change in equipment rental income.

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Professional fees decreased $1.40 million or 16.09% in 2022 from 2021, compared
to a $2.36 million or 37.34% increase in 2021 from 2020. The lower expense in
2022 can primarily be attributed to a decline in legal fees offset by increased
utilization of consulting services for technology projects and compliance
services. The higher expense in 2021 compared to 2020 was primarily due to a
rise in legal fees and increased utilization of consulting services for
technology projects.

FDIC and other insurance expense grew $0.95 million or 35.41% in 2022 from 2021
and increased $0.07 million or 2.72% in 2021 from 2020. The increase in 2022 was
mainly the result of higher assessments for FDIC premiums from a larger asset
base and a one-time $0.38 million recovery of an incurred but not reported
insurance reserve in 2021. The increase in 2021 was mainly the result of $0.55
million in FDIC insurance premium credits received during 2020 which were not
present in 2021 offset by a one-time $0.38 million recovery of an incurred but
not reported insurance reserve.

Business development and marketing expenses declined $2.19 million or 27.33% in
2022 from 2021 and rose $3.86 million or 92.76% in 2021 from 2020. The decreased
expense in 2022 was mainly the result of a one-time charitable contribution of
$3.00 million made during 2021 offset by increased business development expense
and marketing promotions. The higher expense in 2021 was mainly the result of a
charitable contribution of $3.00 million made during 2021 to support COVID-19
initiatives and increased business development expense as a result of more
business entertainment and travel opportunities tied to fewer COVID-19
restrictions.

Other expenses increased by $3.39 million or 31.05% in 2022 as compared to 2021
and decreased $5.66 million or 34.18% in 2021 as compared to 2020. The higher
expense in 2022 was primarily the result of an increase in the provision for
unfunded loan commitments, a rise in the provision for interest rate swaps with
customers, and higher employee training expenses. The reduction in 2021 was
primarily the result of lower general collection and repossession expenses,
fewer valuation adjustments on repossessed assets, a lower provision for
interest rate swaps with customers, a decrease in the provision for unfunded
loan commitments, and a reduction in postage and shipping expenses offset by
reduced gains on the sale of operating lease equipment and higher employee
training expenses due to fewer COVID-19 travel restrictions.

Income Taxes - 1st Source recognized income tax expense in 2022 of $36.26
million, compared to $36.33 million in 2021, and $24.88 million in 2020. The
effective tax rate in 2022 was 23.12% compared to 23.45% in 2021, and 23.40% in
2020.

For a detailed analysis of 1st Source's income taxes see Part II, Item 8, Financial Statements and Supplementary Data - Note 17 of the Notes to Consolidated Financial Statements.

FINANCIAL CONDITION

Loan and Lease Portfolio - The following table shows 1st Source's loan and lease distribution at the end of each of the last two years as of December 31.



(Dollars in thousands)                           2022             2021
Commercial and agricultural                  $   812,031      $   918,712
Solar                                            381,163          348,302
Auto and light truck                             808,117          603,775
Medium and heavy duty truck                      313,862          259,740
Aircraft                                       1,077,722          898,401
Construction equipment                           938,503          754,273
Commercial real estate                           943,745          929,341

Residential real estate and home equity 584,737 500,590 Consumer

                                         151,282          133,080
Total loans and leases                       $ 6,011,162      $ 5,346,214

At December 31, 2022, there were no concentrations within the loan portfolio of 10% or more of total loans and leases.



Loans and leases, net of unearned discount, at December 31, 2022, were $6.01
billion and were 72.08% of total assets, compared to $5.35 billion and 66.03% of
total assets at December 31, 2021. Average loans and leases, net of unearned
discount, increased $128.88 million or 2.37% and decreased $25.62 million or
0.47% in 2022 and 2021, respectively. PPP loans, net of unearned discount, at
December 31, 2022 and 2021 were $0.90 million and $73.08 million, respectively,
and were located in the Commercial and agricultural lending portfolio.

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Commercial and agricultural lending, excluding those loans secured by real
estate but including PPP loans, decreased $106.68 million or 11.61% in 2022 over
2021. Commercial and agricultural lending outstandings were $812.03 million and
$918.71 million at December 31, 2022 and December 31, 2021, respectively.
Similar to 2021, the decrease during 2022 was largely due to PPP loan
forgiveness and customer pay downs which amounted to $74.88 million during 2022.
Additionally, one-time reclassifications of loan outstandings from this
portfolio into the commercial real estate portfolio of $32.66 million
contributed to the balance reduction. Excluding PPP loans, commercial and
agricultural outstandings were $811.13 million and $845.63 million as of
December 31, 2022 and 2021, respectively.

Solar loans and leases increased $32.86 million or 9.43% in 2022 over 2021.
Solar loan and lease outstandings were $381.16 million and $348.30 million at
December 31, 2022 and 2021, respectively. The increase during 2022 was due to
continued positive momentum in this business line. We expect that momentum to
continue into 2023.

Auto and light truck loans increased $204.34 million or 33.84% in 2022 over 2021. At December 31, 2022, auto and light truck loans had outstandings of $808.12 million and $603.78 million at December 31, 2021. This increase was primarily attributable to expanding relationships with existing clients and selectively adding new clients during a time of continued constrained fleet availability.



Medium and heavy duty truck loans and leases increased $54.12 million or 20.84%
in 2022. Medium and heavy duty truck financing at December 31, 2022 and 2021 had
outstandings of $313.86 million and $259.74 million, respectively. The increase
at December 31, 2022 from December 31, 2021 can be mainly attributed to expanded
relationships with existing clients while fleet availability continues to be
constrained.

Aircraft financing at year-end 2022 increased $179.32 million or 19.96% from
year-end 2021. Aircraft financing at December 31, 2022 and 2021 had outstandings
of $1.08 billion and $898.40 million, respectively. The increase during 2022 was
due to higher domestic outstandings of $75.17 million and foreign outstandings
of $104.15 million. Our 2022 balances increased as demand was bolstered by
ongoing health safety concerns sparked by COVID-19 and increasingly less
convenient commercial travel. Those concerns as well as customers hoping to take
advantage of bonus depreciation, which will begin phasing down during 2023,
increased demand for private turbine aircraft especially amongst private
business and high net worth market segments. Our foreign outstandings increased
53.88% year over year. Our foreign loan and lease outstandings, all denominated
in U.S. dollars were $297.46 million and $193.31 million as of December 31, 2022
and 2021, respectively. Loan and lease outstandings to borrowers in Brazil and
Mexico were $129.98 million and $136.68 million as of December 31, 2022,
respectively, compared to $65.24 million and $117.90 million as of December 31,
2021, respectively. Outstanding balances to other borrowers in other countries
were insignificant.

Construction equipment financing increased $184.23 million or 24.42% in 2022
compared to 2021. Construction equipment financing at December 31, 2022 had
outstandings of $938.50 million, compared to outstandings of $754.27 million at
December 31, 2021. The growth in this category was primarily due to significant
new client relationships and continued growth with existing clients.

Commercial loans secured by real estate, of which approximately 57% is owner
occupied, increased $14.40 million or 1.55% in 2022 over 2021. Commercial loans
secured by real estate outstanding at December 31, 2022 were $943.75 million and
$929.34 million at December 31, 2021. The increase in 2022 was the result of
one-time reclassifications from the commercial and agricultural portfolio of
$32.66 million as well as by continued modest growth of owner occupied
borrowings within certain business sectors of our markets. Our non-owner
occupied real estate portfolio again declined slightly as projects took
advantage of low market rates and refinanced via the secondary markets. In
addition, some of our newer projects have seen continued delays due to labor and
material shortages.

Residential real estate and home equity loans were $584.74 million at
December 31, 2022 and $500.59 million at December 31, 2021. Residential real
estate and home equity loans increased $84.15 million or 16.81% in 2022 from
2021. Residential mortgage and home equity outstandings grew in 2022 as new
adjustable-rate mortgage loans were retained rather than being sold into the
secondary market along with high demand for home equity lines of credit. The
trends from 2021 shifted in 2022 as clients did not want to refinance their
first mortgages to pull equity from their homes. In addition, a slow housing
market and low builder confidence tended to slow home purchases.

Consumer loans increased $18.20 million or 13.68% in 2022 over 2021. Consumer
loans outstanding at December 31, 2022, were $151.28 million and $133.08 million
at December 31, 2021. Volumes increased as consumer spending improved as
restrictions associated with the COVID-19 pandemic were relaxed. In addition, an
increase in new and used car prices resulted in an increase in average loan
size.

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The following table shows the contractual maturities of loans and leases
outstanding as of December 31, 2022 as well as classification according to the
sensitivity to changes in interest rates.

(Dollars in thousands)                              0-1 Year            1-5 Years           5-15 Years           Over 15 Years             Total
Commercial and agricultural
Fixed rate                                       $    85,965          $   193,834          $   12,217          $            -          $   292,016
Variable rate                                        325,353              172,675              21,983                       4              520,015
Total commercial and agricultural                    411,318              366,509              34,200                       4              812,031
Solar
Fixed rate                                            57,841               42,481              30,304                       -              130,626
Variable rate                                         70,956              121,096              58,485                       -              250,537
Total solar                                          128,797              163,577              88,789                       -              381,163
Auto and light truck
Fixed rate                                           144,292              259,020               4,959                       -              408,271
Variable rate                                        148,006              251,066                 772                       2              399,846
Total auto and light truck                           292,298              510,086               5,731                       2              808,117
Medium and heavy duty truck
Fixed rate                                            92,317              209,572              10,747                       -              312,636
Variable rate                                            883                  343                   -                       -                1,226
Total medium and heavy duty truck                     93,200              209,915              10,747                       -              313,862
Aircraft
Fixed rate                                           112,874              612,932              33,222                       -              759,028
Variable rate                                         66,490              154,453              97,751                       -              318,694
Total aircraft                                       179,364              767,385             130,973                       -            1,077,722
Construction equipment
Fixed rate                                           253,899              625,379              14,888                       -              894,166
Variable rate                                          8,506               24,679              11,152                       -               44,337
Total construction equipment                         262,405              650,058              26,040                       -              938,503
Commercial real estate
Fixed rate                                            90,585              398,476              78,656                     186              567,903
Variable rate                                         39,042              192,324             117,986                  26,490              375,842
Total commercial real estate                         129,627              590,800             196,642                  26,676              943,745
Residential real estate and home equity
Fixed rate                                            48,859              152,851             166,168                  18,408              386,286
Variable rate                                         27,185               88,978              79,961                   2,327              198,451
Total residential real estate and home
equity                                                76,044              241,829             246,129                  20,735              584,737
Consumer
Fixed rate                                            61,233               73,252                 157                       -              134,642
Variable rate                                         13,811                2,805                  24                       -               16,640
Total consumer                                        75,044               76,057                 181                       -              151,282
Total loans and leases
Fixed rate                                           947,865            2,567,797             351,318                  18,594            3,885,574
Variable rate                                        700,232            1,008,419             388,114                  28,823            2,125,588
Total loans and leases                           $ 1,648,097          $ 

3,576,216 $ 739,432 $ 47,417 $ 6,011,162




During 2022, approximately 38% of the Bank's residential mortgage originations
were sold into the secondary market. Mortgage loans held for sale were $3.91
million at December 31, 2022 and were $13.28 million at December 31, 2021.

1st Source Bank sells residential mortgage loans to Fannie Mae as well as
FHA-insured and VA-guaranteed loans in Ginnie Mae mortgage-backed securities.
Additionally, we have sold loans on a service released basis to various other
financial institutions in the past. The agreements under which we sell these
mortgage loans contain various representations and warranties regarding the
acceptability of loans for purchase. On occasion, we may be asked to indemnify
the loan purchaser for credit losses on loans that were later deemed ineligible
for purchase or we may be asked to repurchase a loan. Both circumstances are
collectively referred to as "repurchases." Within the industry, repurchase
demands have decreased during recent years. We believe the loans we have
underwritten and sold to these entities have met or exceeded applicable
transaction parameters.

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Our liability for repurchases, included in Accrued Expenses and Other
Liabilities on the Statements of Financial Condition, was $0.17 million and
$0.22 million as of December 31, 2022 and 2021, respectively. Our (recovery)
expense for repurchase losses, included in Loan and Lease Collection and
Repossession expense on the Statements of Income, was $(0.05) million in 2022
compared to $(0.09) million in 2021 and $0.03 million in 2020. The mortgage
repurchase liability represents our best estimate of the loss that we may incur.
The estimate is based on specific loan repurchase requests and a historical loss
ratio with respect to origination dollar volume. Because the level of mortgage
loan repurchase losses is dependent on economic factors, investor demand
strategies and other external conditions that may change over the life of the
underlying loans, the level of liability for mortgage loan repurchase losses is
difficult to estimate and requires considerable management judgment.

CREDIT EXPERIENCE



Allowance for Credit Losses - As of December 31, 2020, we adopted ASU 2016-13
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments, as amended, which replaced the incurred loss
methodology with an expected loss methodology that is referred to as current
expected credit losses (CECL) methodology. The allowance for credit losses
considers the historical loss experience, current conditions, and reasonable and
supportable forecasts. To estimate expected loan and lease losses under CECL, we
use a broader range of data than under previous U.S. GAAP. We are able to access
loan data over a long-time horizon, generally back to the fourth quarter of
2007, thus capturing most of the economic business cycle which includes the
Great Recession and the subsequent long slow recovery which supports full
lifetime losses. The CECL methodology requires our loan portfolio to be
segregated into pools based on similar risk characteristics. We evaluate each
portfolio, establishing numerous segments. We then review risk characteristics
for each segment, noting that some pools were either too small for meaningful
analysis or contained risk characteristics similar to other pools. Thus, some
pools were consolidated.

Loans and leases within each pool are collectively evaluated using either the
cohort cumulative loss rate methodology or the probability of default (PD)/loss
given default (LGD) methodology with transition matrix PD/historical average
LGD. Our management evaluates the allowance quarterly, reviewing all loans and
leases over a fixed-dollar amount ($250,000) where the internal credit quality
grade is at or below a predetermined classification, actual and anticipated loss
experience, current economic events in specific industries, and other pertinent
factors including general economic conditions. Determination of the allowance is
inherently subjective as it requires significant estimates and adjustments to
historical loss rates to capture differences that may exist between the current
and historical conditions, including consideration of environmental factors,
principally economic risk which is generally reflected in forecast adjustments,
specific industry risk and concentration risk, all of which may be susceptible
to significant and unforeseen changes. We review the status of the loan and
lease portfolio to identify borrowers that might develop financial problems in
order to aid borrowers in the handling of their accounts and to mitigate losses.
Our allowance for loan and lease losses is provided for by direct charges to the
provision for credit losses. Losses on loans and leases are charged against the
allowance and likewise, recoveries during the period for prior losses are
credited to the allowance. Because business processes and credit risks
associated with unfunded credit commitments are essentially the same as for
loans, we utilize similar processes to estimate our liability for unfunded
credit commitments. Our allowance for unfunded credit commitments is included in
Accrued Expenses and Other Liabilities on the Consolidated Statements of
Financial Position and is provided by direct charges to the provision for
unfunded credit commitments located in Other Noninterest Expense on the
Consolidated Statements of Income. See Part II, Item 8, Financial Statements and
Supplementary Data - Note 1 of the Notes to Consolidated Financial Statements
for additional information on management's evaluation of the allowance for
credit losses.

We perform a thorough analysis of charge-offs, non-performing asset levels,
special attention outstandings and delinquency in order to review portfolio
trends, including specific industry risks and economic conditions, which may
have an impact on the allowance and allowance ratios applied to various
portfolios. We adjust the calculated historical-based ratio as a result of our
analysis of environmental factors, principally specific industry risk,
collateral risk and concentration risk, in addition to global economic and
political issues. We also have a forecast adjustment that includes key economic
factors affecting our portfolios such as growth in gross domestic product,
unemployment rates, housing market trends, commodity prices, and inflation.
Forecasts are difficult to establish and the current environment presents
complexity with near 40-year high inflation, markedly higher interest rates, and
heightened uncertainty from the protracted war in Ukraine. Residual economic
impacts from the pandemic remain an intermittent, but recurrent, headwind for
global trade particularly in China and neighboring countries where spiking
COVID-19 cases led to lockdown measures and travel restrictions. Economic growth
prospects entering the new year are discouraging, with widespread calls for
recession in the U.S. GDP forecasts continue to trend downward as persistent
inflation, continued hawkishness of the Federal Reserve, and the ongoing war in
Ukraine heavily weigh on the outlook. Current political turmoil in Brazil,
growing tensions between China and the U.S., and longstanding turmoil in the
Middle East, also cause increased uncertainty. Collateral values are significant
to underwriting our specialty finance portfolios and volatility or declining
values pose a threat. Concentration risk is impacted primarily by geographic
concentration in northern Indiana and southwestern Michigan in our business
banking and commercial real estate portfolios and by collateral concentration in
our specialty finance portfolios.

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The outlook for world economies is weak, with decades-high inflation,
geopolitical uncertainty, lingering pandemic activity and a consequent slowdown
in China impacting the outlook. Current concerns include corruption scandals and
political unrest in Latin American countries, the competitive and complex nature
of U.S.-China relations, the geopolitical tensions with Russia, and persistent
threats of terrorist attacks. In Brazil and Mexico where we have a presence with
our aircraft lending, we remain concerned with significant inflation, high
interest rates and their resultant economic impact, political unrest most
prominently evident in Brazil, and the likelihood of economic weakness in future
periods that would parallel an expected slowdown in the U.S. We include a factor
in our qualitative adjustments for global risk, as we are increasingly aware of
the threat that global concerns may affect our customers. While we are unable to
determine with any precision the impact of global economic and political issues
on 1st Source Bank's loan and lease portfolios, we feel the risks are real and
significant. We believe there is a risk of negative consequences for our
borrowers that would affect their ability to repay their financial obligations.
Therefore, we continued to include a factor for global risk in our analysis for
2023.

The following discussion focuses on relevant economic conditions and various circumstances impacting the December 31, 2022 allowance for loan and lease losses of each of our loan and lease segments.



Commercial and agricultural - There are several industries represented in the
commercial and agricultural portfolio. Loan outstandings have fluctuated in
recent years as two rounds of Paycheck Protection Program loans entered and
exited the portfolio with loan forgiveness. Our customers have benefited from
the monetary and fiscal stimulus, which provided a lifeline during a period of
unprecedented market undercurrents. The outlook for the portfolio is guarded.
Small business confidence remains below the long term average as fewer business
owners expect the economy to improve in the next six months. Wholesalers and
manufacturers have generally performed well and most were able to navigate the
supply chain difficulties while passing along rising costs to their consumers.
The recreational vehicle industry, which is centered in our footprint, is
slowing from record high shipment levels with supply and demand dynamics
reversing in recent months. Our business customers engaged in manufacturing for,
and supplying the industry, performed very well during the recent years. There
has been broad consolidation within the industry over the last two decades and
industry suppliers and manufacturers are generally stronger and better
capitalized than past cycles to navigate a downturn. The outlook in our
agricultural portfolio remains cautiously optimistic as commodity prices remain
high, although an expiring Farm Bill is cause for uncertainty. Input prices are
expected to remain elevated and along with higher borrowing costs and cash
rents, will likely result in thin, but still profitable margins on our
agricultural business clients next year. Our customers experienced favorable
growing and harvesting conditions during the year which resulted in strong crop
yields. In the commercial and agricultural portfolio, we have experienced
generally stable credit quality trends with low delinquencies and minimal
charge-offs. As of the end of 2022, we reviewed the historical loss ratios and
assessed the environmental factors and concentration issues affecting these
portfolios and believe the qualitative adjustments we made to our allowance
ratios are appropriate and adequate.

Solar - Our entry into solar financing over six years ago continues to gain
momentum in terms of the performance of existing projects financed, loan growth
opportunities and overall credit quality. Financing is provided to qualified
borrowers throughout the continental United States with an emphasis on the
region east of the Rocky Mountains. Risks include construction and developer
related risks and delays, site issues, climate and weather risks, regulatory
problems and permitting issues, as well as risks related to utility companies
and their ability and willingness to facilitate the solar customer tying into
the grid, among others. To date, we have not incurred any losses in this
portfolio and qualitative adjustments were lowered in the portfolio with the
current year-end analysis given continued favorable credit performance.

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Auto and light truck - The primary auto rental segment of the auto and light
truck portfolio experienced a strong year with sizable loan growth as demand for
rental vehicles was high and revenue per unit reached a record for the industry.
Semiconductor shortages restrained new vehicle production and manufacturers
dramatically reduced fleet sales in response. With limited new vehicle
availability, used prices skyrocketed and forced operators to forego typical
fleet cycles and hold existing inventory for longer periods. The significant
increase in vehicle values generally benefited our customers however, elevated
valuations increase risk with new fundings which we have attempted to mitigate
by maintaining appropriate terms and limiting funding on used units. Wholesale
used vehicle prices have declined in nine of the last twelve months and are 15%
off the prior year peak, although used values remain well above the historical
trendline. Loan growth is strong with operators holding vehicles longer thereby
extending fleet cycles. The auto leasing segment also performed well in 2022 and
the portfolio exhibits stable credit quality and low delinquency. Leasing
customers lease to auto rental companies as well as other commercial entities.
We have some concern that increasing vehicle prices and higher borrowing costs
could lead to leasing companies stretching for yield by lowering credit quality
standards on sub-lessees. We remain diligent in setting our terms and residual
value appropriately and monitoring fleet mix given the recent volatility in
vehicle prices. The portfolio reported a net recovery position for the year in
both the auto rental and specialty vehicle portfolios which include the bus,
step van, and funeral car segments. The bus segment experienced losses in the
prior two years due to the pandemic and collateral values for motor coaches
decreasing substantially during that time. Values are showing signs of
stabilization, particularly in late-model motor coaches. There remains concern
with repossessing bus units should credit quality deteriorate as outlets for
repossessed inventory are not well established and markets are limited.
Long-term, there remains uncertainty as some bus portfolio customers may
struggle to adapt to the new environment and may experience further losses. We
reviewed the annual historical incurred losses and the life of the loan
calculated historical loss ratios as of year-end and removed the majority of
qualitative factors in the bus segment as we believe historical loss rates are
sufficient to cover remaining risk in the portfolio as we recognized charge-offs
during 2022 and 2021 and our expectation is that future losses will be lower
than recent experience. We believe we appropriately recognized the losses in our
portfolio and that peak charge-offs occurred in 2021. Special attention balances
decreased from $26.26 million at the end of 2021 to $14.56 million at the end of
2022. Credit quality in the auto rental and leasing portions of the portfolio
remain stable and we modestly reduced qualitative factors in those segments.

Medium and heavy duty truck - Credit quality remains stable in the medium and
heavy duty truck portfolio. The industry continues to struggle with driver
shortages. However, the highly limited inventory of Class 8 tractors experienced
in 2021 due to a semiconductor chip shortage appears to have largely been
rectified - inventory levels are rebounding and auction valuations are
softening. Loan growth opportunities were improved during 2022 as more equipment
became available. We believe our reserve ratios for this portfolio are
appropriate.

Aircraft - Our domestic and foreign aircraft segments both experienced strong
loan growth during the year as high asset valuations and demand for private
aircraft increased lending opportunities. The portfolio has been a relatively
stable performer of late, but was among the sectors affected most by the
sluggish economy following the Great Recession. Our portfolio loss history has
been volatile, characterized by lengthy periods of minimal losses or modest
recoveries followed by short intervals of higher losses. Aircraft collateral
values, particularly those in our niche, have strengthened considerably in this
economic cycle. Long, often multi-year, delays for new aircraft have in some
instances driven used valuations beyond the price of new aircraft given their
immediate availability. In this portfolio we have $297 million of foreign
exposure, primarily in Mexico and Brazil. Brazil's economy continues to struggle
to sustain growth and is further hampered by increased inflation fears and
political uncertainties. The Mexican economy has fared better of late as its
manufacturing rebounded with recovering automotive production. Growth continues
to be threatened by drug trafficking and related violence with widespread
poverty and income inequality remaining significant concerns. Qualitative
adjustments are assigned to Brazil and Mexico's economic risk as the bulk of
foreign aircraft outstandings are domiciled in those markets. Our historical
loss ratios reflect our high and volatile loss histories. We adjusted the
historical ratios for current conditions, principally, a small increase in
collateral concentration risk as we are currently lending into an abnormally
strong used aircraft market with increased downside valuation risk on new
fundings. Additionally, we increased the qualitative forecast factor adjustment
for cohort based pools which is commensurate to the impact of the forecast
adjustment in the PD/LGD (probability of default/loss given default) model
analysis. We believe the ratios as adjusted are appropriate.

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Construction equipment - Our construction equipment portfolio historically has
been characterized by stable credit quality; however, there have been credit
quality concerns in recent periods with a steady undercurrent of unanticipated
downgrades to special attention during the last two years. The portfolio
recognized the largest singular charge-off in both 2021 and 2022. The
construction industry benefited from growth in private residential construction
over the last several years, but higher interest rates and a rapidly slowing
housing market have weakened the outlook for site developers. Certain sectors
are experiencing stress and we continue to monitor for credit weaknesses.
Construction equipment remains vulnerable due to volatility and regulation in
the oil and gas sector. The general nature of bidding on construction projects
can also have unknown costs or delays. Increased energy costs have been harmful
to portfolio clients which often operate under long-term contracts that may lack
adequate cost escalators. Diesel prices remain elevated and will be a hardship
for clients in the construction industry and have impacted margins.
Historically, we have experienced less volatility in this portfolio than the
broader industry as losses have been mitigated by appropriate underwriting and a
global market for used construction equipment. Continued infrastructure spending
is expected to have a positive impact for many contractors within the segment
and for the industry's used equipment markets. We modified our qualitative
factors as of 2021 year-end to recognize the increased volume of accounts moving
into special attention, and qualitative factors were largely maintained with the
2022 portfolio review given continued special attention activity.

Commercial real estate - Similar to the commercial portfolio, our commercial
real estate loans are concentrated in our local market with local customers.
Approximately 57% of the Bank's exposure in this portfolio is from owner
occupied facilities where we are the primary relationship bank for our
customers. We reviewed our qualitative adjustments as of year-end, and made some
modifications as we are concerned about higher interest and capitalization rates
within the segment and the potential negative impact on real estate valuations.
We believe our ratios as adjusted are appropriate and adequate as of December
31, 2022.

Residential real estate and home equity - Our residential real estate and home
equity portfolio consists of loans to individuals in the communities we serve.
Generally, residential mortgage loans are originated using standards that result
in salable mortgages. Home equity loans are also advanced in compliance with
regulatory guidelines and the Bank's credit policy. Losses in these portfolios
have been immaterial since 2013, but we did experience losses during the housing
crises and recognized one loss of $0.23 million during 2022 which is related to
a commercial special attention account. We reviewed our qualitative adjustments
at the end of 2022 which are primarily for reasonable and supportable forecasts,
and believe they are appropriate and adequate.

Consumer - Our consumer loan portfolio consists of loans to individuals in the
communities we serve. This portfolio consists primarily of loans secured by
autos with advances in compliance with the Bank's underwriting standards. Losses
are stable during good economic times and tend to increase when there is
deterioration in local economic factors and employment rates. We reviewed our
qualitative adjustments at the end of the 2022 which are primarily for
reasonable and supportable forecasts, and believe they are appropriate.

The allowance for loan and lease losses at December 31, 2022, totaled $139.27
million and was 2.32% of loans and leases, compared to $127.49 million or 2.38%
of loans and leases at December 31, 2021 and $140.65 million or 2.56% of loans
and leases at December 31, 2020. It is our opinion that the allowance for loan
and lease losses was appropriate to absorb current expected credit losses
inherent in the loan and lease portfolio as of December 31, 2022.

Charge-offs for loan and lease losses were $3.41 million for 2022, compared to
$12.52 million for 2021 and $13.97 million for 2020. In order to accommodate net
charge offs and strong loan and lease growth, we added $13.25 million to the
provision for credit losses for 2022, compared to a recovery of provision of
$(4.30) million for 2021 and a provision of $36.00 million for 2020.

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The following table summarizes our loan and lease loss experience for each of
the last three years ended December 31.

(Dollars in thousands)                                                        2022                 2021                 2020
Amounts of loans and leases outstanding at end of period                 $ 

6,011,162 $ 5,346,214 $ 5,489,301 Average amount of net loans and leases outstanding during period $ 5,566,701 $ 5,437,817 $ 5,463,436 Balance of allowance for loan and lease losses at beginning of period

                                                                   $  

127,492 $ 140,654 $ 111,254 Impact from adoption of ASC 326

                                                    -                    -                2,584

Adjusted balance of allowance for loan and lease losses at beginning of period

                                                          127,492              140,654              113,838

Charge-offs:


Commercial and agricultural                                                      625                2,930                  903
Solar                                                                              -                    -                    -
Auto and light truck                                                             118                7,797                7,107
Medium and heavy duty truck                                                        -                    -                   15
Aircraft                                                                           -                    -                  855
Construction equipment                                                         1,114                  856                4,090
Commercial real estate                                                           538                    -                   37
Residential real estate and home equity                                          284                  228                   74
Consumer                                                                         730                  712                  893
Total charge-offs                                                              3,409               12,523               13,974
Recoveries:
Commercial and agricultural                                                       56                  812                  663
Solar                                                                              -                    -                    -
Auto and light truck                                                             417                1,316                  499
Medium and heavy duty truck                                                        -                    -                   18
Aircraft                                                                         785                  687                1,800
Construction equipment                                                            17                  473                1,415
Commercial real estate                                                            45                   19                   58
Residential real estate and home equity                                          160                   16                   33
Consumer                                                                         460                  341                  303
Total recoveries                                                               1,940                3,664                4,789
Net charge-offs (recoveries)                                                   1,469                8,859                9,185
Provision (recovery of provision) for loan and lease losses                   13,245               (4,303)              36,001
Balance at end of period                                                 $  

139,268 $ 127,492 $ 140,654 Ratio of net charge-offs (recoveries) to average net loans and leases outstanding

                                                              0.03  %              0.16  %              0.17  %

Ratio of allowance for loan and lease losses to net loans and leases outstanding end of period

                                                2.32  %              2.38  %              2.56  %

Coverage ratio of allowance for loan and lease losses to nonperforming loans and leases

                                                526.06  %            327.28  %            232.47  %


The following table shows net charge-offs (recoveries) as a percentage of average loans and leases by portfolio type:



                                                                            2022                 2021                 2020
Commercial and agricultural                                                   0.07  %              0.19  %              0.02  %
Solar                                                                            -                    -                    -
Auto and light truck                                                         (0.04)                1.11                 1.18
Medium and heavy duty truck                                                      -                    -                    -
Aircraft                                                                     (0.08)               (0.08)               (0.12)
Construction equipment                                                        0.13                 0.05                 0.37
Commercial real estate                                                        0.05                    -                    -
Residential real estate and home equity                                       0.02                 0.04                 0.01
Consumer                                                                      0.19                 0.28                 0.43
Total net charge-offs (recoveries) to average portfolio loans
and leases                                                                    0.03  %              0.16  %              0.17  %


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The allowance for loan and lease losses has been allocated according to the
amount deemed necessary to provide for the estimated current expected credit
losses. The following table shows the amount of such components of the allowance
for loan and lease losses at December 31 and the ratio of such loan and lease
categories to total outstanding loan and lease balances.

                                                                                    2022                                          2021
                                                                                       Percentage of Loans                           Percentage of Loans
                                                                                       and Leases in Each                            and Leases in Each
                                                                    

Allowance Category to Total Allowance Category to Total (Dollars in thousands)

                                                Amount            Loans and Leases            Amount            Loans and 

Leases


Commercial and agricultural                                        $   14,635                     13.51  %       $   15,409                     17.18  %
Solar                                                                   7,217                      6.34               6,585                      6.51
Auto and light truck                                                   18,634                     13.44              19,624                     11.30
Medium and heavy duty truck                                             7,566                      5.22               6,015                      4.87
Aircraft                                                               41,093                     17.93              33,628                     16.80
Construction equipment                                                 24,039                     15.61              19,673                     14.11
Commercial real estate                                                 17,431                     15.70              19,691                     17.38
Residential real estate and home equity                                 6,478                      9.73               5,084                      9.36
Consumer                                                                2,175                      2.52               1,783                      2.49
Total                                                              $  139,268                    100.00  %       $  127,492                    100.00  %


Nonperforming Assets - Nonperforming assets include loans past due over 90 days,
nonaccrual loans and leases, other real estate, repossessions and other
nonperforming assets we own. Our policy is to discontinue the accrual of
interest on loans and leases where principal or interest is past due and remains
unpaid for 90 days or more, or when an individual analysis of a borrower's
credit worthiness indicates a credit should be placed on nonperforming status,
except for residential real estate and home equity loans, which are placed on
nonaccrual at the time the loan is placed in foreclosure and consumer loans that
are both well secured and in the process of collection.

Nonperforming assets amounted to $26.93 million at December 31, 2022, compared
to $41.33 million at December 31, 2021, and $64.53 million at December 31, 2020.
During 2022, interest income on nonaccrual loans and leases would have increased
by approximately $2.68 million compared to $2.62 million in 2021 if these loans
and leases had earned interest at their full contractual rate.

Nonperforming assets at December 31, 2022 decreased from December 31, 2021,
mainly due to declines in nonaccrual loans and leases in the bus segment of the
auto and light truck portfolio along with modestly lower nonaccrual loans in
construction equipment. Repossessions consisted mainly of units in the bus and
step van segments of the auto and light truck portfolio. Other real estate
consists of one residential real estate property.

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Nonperforming assets at December 31 (Dollars in thousands)                                                    2022              2021
Loans past due over 90 days                                                                                $     54          $    249
Nonaccrual loans and leases:
Commercial and agricultural                                                                                     864             2,053
Solar                                                                                                             -                 -
Auto and light truck                                                                                         14,153            24,170
Medium and heavy duty truck                                                                                      15               273
Aircraft                                                                                                        571               649
Construction equipment                                                                                        5,469             7,090
Commercial real estate                                                                                        3,229             2,996
Residential real estate and home equity                                                                       1,785             1,225
Consumer                                                                                                        334               250
Total nonaccrual loans and leases                                                                            26,420            38,706
Total nonperforming loans and leases                                                                         26,474            38,955
Other real estate                                                                                               104                 -

Repossessions:
Commercial and agricultural                                                                                       -                 -
Auto and light truck                                                                                            311                75
Medium and heavy duty truck                                                                                       -                 -
Aircraft                                                                                                          -                 -
Construction equipment                                                                                            -               757
Consumer                                                                                                         16                29
Total repossessions                                                                                             327               861
Operating leases                                                                                                 22             1,518
Total nonperforming assets                                                                                 $ 26,927          $ 41,334

Nonperforming loans and leases to loans and leases, net of unearned discount

                                   0.44  %           0.73  %

Nonperforming assets to loans and leases and operating leases, net of unearned discount

                        0.45  %           0.77  %


Potential Problem Loans - Potential problem loans consist of loans that are
performing but for which management has concerns about the ability of a borrower
to continue to comply with repayment terms because of the borrowers' potential
operating or financial difficulties. Management monitors these loans closely and
reviews their performance on a regular basis. As of December 31, 2022 and 2021,
we had $7.83 million and $1.23 million, respectively, in loans of this type
which are not included in either of the non-accrual or 90 days past due loan
categories. At December 31, 2022, potential problem loans consisted of one
credit relationship in the commercial and agricultural portfolio. Weakness in
the borrower's operating performance have caused us to heighten attention given
to this credit.

INVESTMENT PORTFOLIO
The amortized cost of securities available-for-sale at year-end 2022 increased
4.96% from 2021, following a 59.90% increase from year-end 2020 to year-end
2021. The amortized cost of securities available-for-sale at December 31, 2022
was $1.97 billion or 23.61% of total assets, compared to $1.88 billion or 23.17%
of total assets at December 31, 2021.

The following table shows the amortized cost of investment securities available-for-sale as of December 31.



(Dollars in thousands)                                     2022             

2021

U.S. Treasury and Federal agencies securities $ 1,090,743 $ 1,093,780 U.S. States and political subdivisions securities 130,670

95,700


Mortgage-backed securities - Federal agencies              730,672          663,441
Corporate debt securities                                   16,486           22,510
Foreign government securities                                  600              600

Total investment securities available-for-sale $ 1,969,171 $ 1,876,031


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Yields on tax-exempt obligations are calculated on a fully tax-equivalent basis
assuming a 21% tax rate. The following table shows the maturities of securities
available-for-sale at December 31, 2022, at the amortized costs and weighted
average yields of such securities.

(Dollars in thousands)                                          Amount      

Yield

U.S. Treasury and Federal agencies securities
Under 1 year                                                 $    40,202       1.79  %
1 - 5 years                                                    1,050,541       0.95
5 - 10 years                                                           -          -
Over 10 years                                                          -          -
Total U.S. Treasury and Federal agencies securities            1,090,743    

0.98

U.S. States and political subdivisions securities
Under 1 year                                                      15,121       2.79
1 - 5 years                                                       52,541       1.65
5 - 10 years                                                      21,835       1.30
Over 10 years                                                     41,173       5.92

Total U.S. States and political subdivisions securities 130,670


   3.07
Corporate debt securities
Under 1 year                                                       8,002       2.98
1 - 5 years                                                        8,484       2.32
5 - 10 years                                                           -          -
Over 10 years                                                          -          -
Total Corporate debt securities                                   16,486       2.64
Foreign government securities
Under 1 year                                                           -          -
1 - 5 years                                                          600       2.12
5 - 10 years                                                           -          -
Over 10 years                                                          -          -
Total Foreign government securities                                  600    

2.12


Mortgage-backed securities - Federal agencies                    730,672    

1.85


Total investment securities available-for-sale               $ 1,969,171

1.45 %




At December 31, 2022, the residential mortgage-backed securities we held
consisted of GNMA, FNMA and FHLMC pass-through certificates (Government
Sponsored Enterprise, GSEs). The type of loans underlying the securities were
all conforming loans at the time of issuance. The underlying GSEs backing these
mortgage-backed securities are rated Aaa or AA+ from the rating agencies. At
December 31, 2022, the vintage (years originated) of the underlying loans
comprising our securities are: 14% in the year 2022; 45% in the year 2021; 28%
in the years 2019 and 2020; 7% in the years 2017 and 2018; 2% in the years 2015
and 2016; 4% in the years 2014 prior.

DEPOSITS



The following table shows the average daily amounts of deposits and rates paid
on such deposits.

                                          2022                         2021                         2020

(Dollars in thousands)             Amount          Rate         Amount          Rate         Amount          Rate
Noninterest bearing demand      $ 2,037,882          -  %    $ 1,882,168          -  %    $ 1,530,698          -  %
Interest bearing demand           2,554,945       0.69         2,278,498       0.13         1,827,673       0.24
Savings                           1,283,143       0.08         1,172,411       0.07           926,585       0.11
Time                                835,406       0.79         1,009,450       0.84         1,451,646       1.73
Total deposits                  $ 6,711,376                  $ 6,342,527                  $ 5,736,602


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The following table shows the estimated scheduled maturities of the portion of
time deposits in U.S. offices in excess of the FDIC insurance limit and time
deposits that are otherwise uninsured.

(Dollars in thousands)
Under 3 Months                $ 138,892
4 - 6 Months                     70,383
7 - 12 Months                   181,961
Over 12 Months                  217,415
Total                         $ 608,651


See Part II, Item 8, Financial Statements and Supplementary Data - Note 10 of
the Notes to Consolidated Financial Statements for additional information on
deposits.

SHORT-TERM BORROWINGS

The following table shows the distribution of our short-term borrowings and the
weighted average interest rates thereon at the end of each of the last two
years. Also provided are the maximum amount of borrowings and the average amount
of borrowings, as well as weighted average interest rates for the last two
years.

                                                        Federal Funds
                                                        Purchased and                                                                  Other
                                                    Securities Repurchase                                 Federal Home Loan          Short-Term
(Dollars in thousands)                                    Agreements              Commercial Paper          Bank Advances            Borrowings           Total Borrowings
2022
Balance at December 31, 2022                        $      141,432               $        3,096           $    70,000             $     1,001            $       215,529
Maximum amount outstanding at any month-end                193,798                        4,072               250,000                   1,746                    449,616
Average amount outstanding                                 169,600                        3,838                40,123                   1,409                    214,970
Weighted average interest rate during the
year                                                          0.12       %                 0.04   %              3.22     %                 -    %                  0.70  %
Weighted average interest rate for
outstanding amounts at December 31, 2022                      0.05       %                 0.03   %              4.16     %                 -    %                  1.39  %

2021


Balance at December 31, 2021                        $      194,727               $        3,967           $         -             $     1,333            $       200,027
Maximum amount outstanding at any month-end                210,275                        5,141                     -                   3,007                    218,423
Average amount outstanding                                 180,610                        4,316                     -                   1,802                    186,728
Weighted average interest rate during the
year                                                          0.06       %                 0.08   %                 -     %                 -    %                  0.06  %
Weighted average interest rate for
outstanding amounts at December 31, 2021                      0.04       %                 0.04   %                     N/A                 -    %                  0.04  %


LIQUIDITY AND CAPITAL RESOURCES



Core Deposits - Our major source of investable funds is provided by stable core
deposits consisting of all interest bearing and noninterest bearing deposits,
excluding brokered certificates of deposit, listing services certificates of
deposit and certain certificates of deposit over $250,000 based on established
FDIC insured deposits. In 2022, average core deposits equaled 79.60% of average
total assets, compared to 78.04% in 2021 and 73.64% in 2020. The effective rate
of core deposits in 2022 was 0.32%, compared to 0.12% in 2021 and 0.39% in 2020.

Average noninterest bearing core deposits increased 8.27% in 2022 compared to an
increase of 22.96% in 2021. These represented 31.71% of total core deposits in
2022, compared to 31.20% in 2021, and 29.20% in 2020.

Purchased Funds - We use purchased funds to supplement core deposits, which
include certain certificates of deposit over $250,000, brokered certificates of
deposit, listing services certificates of deposit, over-night borrowings,
securities sold under agreements to repurchase, commercial paper, and other
short-term borrowings. Purchased funds are raised from customers seeking
short-term investments and are used to manage the Bank's interest rate
sensitivity. During 2022, our reliance on purchased funds decreased to 6.19% of
average total assets from 6.41% in 2021.

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Shareholders' Equity - Average shareholders' equity equated to 10.81% of average
total assets in 2022, compared to 11.73% in 2021. Shareholders' equity was
10.36% of total assets at year-end 2022, compared to 11.32% at year-end 2021. We
include unrealized gains (losses) on available-for-sale securities, net of
income taxes, in accumulated other comprehensive income (loss) which is a
component of shareholders' equity. While regulatory capital adequacy ratios
exclude unrealized gains (losses), it does impact our equity as reported in the
audited financial statements. The unrealized losses on available-for-sale
securities, net of income taxes, were $147.69 million and $9.86 million at
December 31, 2022 and 2021, respectively. The unrealized losses occurred as a
result of changes in interest rates, market spreads and market conditions
subsequent to purchase. Additionally, we do not intend to sell these investments
and it is more likely than not that we will not be required to sell these
investments before recovery of the amortized cost basis, which may be the
maturity dates of the securities.

Other Liquidity - Under Indiana law governing the collateralization of public
fund deposits, the Indiana Board of Depositories determines which financial
institutions are required to pledge collateral based on the strength of their
financial ratings. We have been informed that no collateral is required for our
public fund deposits. However, the Board of Depositories could alter this
requirement in the future and adversely impact our liquidity. Our potential
liquidity exposure if we must pledge collateral is approximately $1.15 billion.

Liquidity Risk Management - The Bank's liquidity is monitored and closely
managed by the Asset/Liability Management Committee (ALCO), whose members are
comprised of the Bank's senior management. Asset and liability management
includes the management of interest rate sensitivity and the maintenance of an
adequate liquidity position. The purpose of interest rate sensitivity management
is to stabilize net interest income during periods of changing interest rates.

Liquidity management is the process by which the Bank ensures that adequate liquid funds are available to meet short-term and long-term financial commitments on a timely basis. Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, take advantage of market opportunities and provide a cushion against unforeseen needs.



Liquidity of the Bank is derived primarily from core deposits, principal
payments received on loans, the sale and maturity of investment securities, net
cash provided by operating activities, and access to other funding sources. The
most stable source of liability-funded liquidity is deposit growth and retention
of the core deposit base. The principal source of asset-funded liquidity is
available-for-sale investment securities, cash and due from banks, overnight
investments, securities purchased under agreements to resell, and loans and
interest bearing deposits with other banks maturing within one year.
Additionally, liquidity is provided by repurchase agreements, and the ability to
borrow from the Federal Reserve Bank (FRB) and the Federal Home Loan Bank
(FHLB).

The Bank's liquidity strategy is guided by internal policies and the Interagency
Policy Statement on Funding and Liquidity Risk Management. Internal guidelines
consist of:

(i)Available Liquidity (sum of short term borrowing capacity) greater than $500 million;



(ii)Liquidity Ratio (total of net cash, short term investments and unpledged
marketable assets divided by the sum of net deposits and short term liabilities)
greater than 15%;

(iii)Dependency Ratio (net potentially volatile liabilities minus short term
investments divided by total earning assets minus short term investments) less
than 15%; and

(iv)Loans to Deposits Ratio less than 100%

At December 31, 2022, we were in compliance with the foregoing internal policies and regulatory guidelines.



The Bank also maintains a contingency funding plan that assesses the liquidity
needs under various scenarios of market conditions, asset growth and credit
rating downgrades. The plan includes liquidity stress testing which measures
various sources and uses of funds under the different scenarios. The contingency
plan provides for ongoing monitoring of unused borrowing capacity and available
sources of contingent liquidity to prepare for unexpected liquidity needs and to
cover unanticipated events that could affect liquidity.

We have borrowing sources available to supplement deposits and meet our funding
needs. 1st Source Bank has established relationships with several banks to
provide short term borrowings in the form of federal funds purchased. At
December 31, 2022, we had no borrowings in the federal funds market. We could
borrow $245.00 million in additional funds for a short time from these banks on
a collective basis. As of December 31, 2022, we had $91.31 million outstanding
in FHLB advances and could borrow an additional $464.70 million contingent on
the FHLB activity-based stock ownership requirement. We also had no outstandings
with the FRB and could borrow $444.99 million as of December 31, 2022.

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Interest Rate Risk Management - ALCO monitors and manages the relationship of
earning assets to interest bearing liabilities and the responsiveness of asset
yields, interest expense, and interest margins to changes in market interest
rates. In the normal course of business, we face ongoing interest rate risks and
uncertainties. We may utilize interest rate swaps to partially manage the
primary market exposures associated with the interest rate risk related to
underlying assets, liabilities, and anticipated transactions.

A hypothetical change in net interest income was modeled by calculating an
immediate 200 basis point (2.00%) and 100 basis point (1.00%) increase and a 100
basis point (1.00%) decrease in interest rates across all maturities. The
following table shows the aggregate hypothetical impact to pre-tax net interest
income.

                                                                 Percentage Change in Net Interest Income
                                               December 31, 2022                                         December 31, 2021
Basis Point Interest Rate
Change                               12 Months                    24 Months                    12 Months                    24 Months
Up 200                                (2.32)%                       2.99%                        0.34%                        7.00%
Up 100                                (1.15)%                       1.52%                       (0.51)%                       2.86%
Down 100                              (2.39)%                      (5.10)%                      (3.22)%                      (8.00)%


The earnings simulation model excludes the earnings dynamics related to how fee
income and noninterest expense may be affected by changes in interest
rates. Actual results may differ materially from those projected. The use of
this methodology to quantify the market risk of the balance sheet should not be
construed as an endorsement of its accuracy or the accuracy of the related
assumptions.

At December 31, 2022 and 2021, the impact of these hypothetical fluctuations in
interest rates on our derivative holdings was not significant, and, as such,
separate disclosure is not presented. We manage the interest rate risk related
to mortgage loan commitments by entering into contracts for future delivery of
loans with outside parties. See Part II, Item 8, Financial Statements and
Supplementary Data - Note 18 of the Notes to Consolidated Financial Statements.

Commitments and Contractual Obligations - In the ordinary course of operations,
we enter into certain contractual obligations. Such obligations include customer
deposits, the funding of operations through debt issuances as well as operating
leases for the rent of premises and equipment. Additionally, we routinely enter
into contracts for services that may require payment to be provided in the
future and may contain penalty clauses for early termination of the contract.
Further discussion of commitments and contractual obligations is included in
Part II, Item 8, Financial Statements and Supplementary Data - Notes 10, 11, 12
and 18 of the Notes to Consolidated Financial Statements.

We also enter into derivative contracts under which we are required to either
receive cash from, or pay cash to, counterparties depending on changes in
interest rates. Derivative contracts are carried at fair value on the
consolidated balance sheet with the fair value representing the net present
value of expected future cash receipts or payments based on market interest
rates as of the balance sheet date. The fair value of the contracts changes
daily as market interest rates change. Further discussion of derivative
contracts is included in Part II, Item 8, Financial Statements and Supplementary
Data - Note 19 of the Notes to Consolidated Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

Assets under management and assets under custody are held in fiduciary or custodial capacity for our clients. In accordance with U.S. generally accepted accounting principles, these assets are not included on our balance sheet.



We are also party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of our clients. These
financial instruments include commitments to extend credit and standby letters
of credit. Further discussion of these commitments is included in Part II, Item
8, Financial Statements and Supplementary Data - Note 18 of the Notes to
Consolidated Financial Statements.

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

For information regarding Quantitative and Qualitative Disclosures about Market
Risk, see Part II, Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, Interest Rate Risk Management.

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