Item 2.02 Results of Operations and Financial Condition



On January 26, 2021, management of Peoples Bancorp Inc. ("Peoples") conducted a
facilitated conference call at approximately 11:00 a.m., Eastern Standard Time,
to discuss results of operations for the quarter and twelve months ended
December 31, 2020. A replay of the conference call audio will be available on
Peoples' website, www.peoplesbancorp.com, in the "Investor Relations" section
for one year. A copy of the transcript of the conference call is included as
Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1 included with this
Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section, nor shall such information be deemed to be
incorporated by reference in any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act, except as
otherwise stated in such filing.
During the conference call, management referred to non-Generally Accepted
Accounting Principles ("US GAAP") financial measures that are used by management
to provide information useful to investors in understanding Peoples' operating
performance and trends, and to facilitate comparisons with the performance of
Peoples' peers. The following tables show the differences between the non-US
GAAP financial measures referred to during the conference call and the most
directly comparable US GAAP-based financial measures.

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                                                                        Three Months Ended                                        Year Ended
                                                    December 31,           September 30,           December 31,                  December 31,
(Dollars in thousands)                                  2020                   2020                    2019                 2020               2019

Core non-interest expense:
Total non-interest expense                        $      33,250          $  

34,315 $ 33,521 $ 133,695 $ 137,250



Less: acquisition-related expenses                           77                     335                     65                489              7,287
Less: pension settlement charges                              4                     531                      -              1,054                  -
Less: severance expenses                                    771                     192                    270              1,055                270
Less: COVID-19 related expenses                             126                     148                      -              1,332                  -
Core non-interest expense                         $      32,272          $       33,109          $      33,186          $ 129,765          $ 129,693



                                                          Three Months Ended                                      Year Ended
                                      December 31,          September 30,          December 31,                  December 31,
(Dollars in thousands)                    2020                   2020                  2019                 2020               2019

Efficiency ratio:
Total non-interest expense           $     33,250          $      34,315

$ 33,521 $ 133,695 $ 137,250 Less: amortization of other intangible assets

                             909                    857                   888              3,223              3,359
Adjusted total non-interest expense        32,341                 33,458                32,633            130,472            133,891

Total non-interest income                  16,501                 16,770                17,163             63,672             64,274
Less: net gain on investment
securities                                      -                      2                    94                655                164
Add: net loss on investment
securities                                   (751)                     -                     -             (1,023)                 -
Add: net loss on asset disposals and
other transactions                            (53)                   (28)                 (229)              (290)              (782)
Total non-interest income, excluding
net gains and losses                       17,305                 16,796                17,298             64,330             64,892

Net interest income                        34,308                 35,119                35,121            138,923            140,838
Add: fully tax-equivalent adjustment
(a)                                           251                    262                   287              1,054              1,068
Net interest income on a fully
tax-equivalent basis                       34,559                 35,381                35,408            139,977            141,906

Adjusted revenue                     $     51,864          $      52,177          $     52,706          $ 204,307          $ 206,798

Efficiency ratio                            62.36  %               64.12  %              61.92  %           63.86  %           64.74  %

Efficiency ratio adjusted for non-core items:
Core non-interest expense            $     32,272          $      33,109

$ 33,186 $ 129,765 $ 129,693 Less: amortization of other intangible assets

                             909                    857                   888              3,223              3,359
Adjusted core non-interest expense         31,363                 32,252                32,298            126,542            126,334

Adjusted revenue                     $     51,864          $      52,177          $     52,706          $ 204,307          $ 206,798

Efficiency ratio adjusted for
non-core items                              60.47  %               61.81  %              61.28  %           61.94  %           61.09  %


(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.

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           NON-US GAAP FINANCIAL MEASURES (Unaudited) -- (Continued)
                                                                  At or For 

the Three Months Ended


                                  December 31,         September 30,           June 30,            March 31,           December 31,
(Dollars in thousands, except
per share data)                       2020                 2020                  2020                 2020                 2019

Tangible equity:
Total stockholders' equity       $   575,673          $    566,856          $   569,177          $   583,721          $   594,393
Less: goodwill and other
intangible assets                    184,597               185,397              176,625              177,447              177,503
Tangible equity                  $   391,076          $    381,459          $   392,552          $   406,274          $   416,890

Tangible assets:
Total assets                     $ 4,760,764          $  4,911,807

$ 4,985,819 $ 4,469,120 $ 4,354,165 Less: goodwill and other intangible assets

                    184,597               185,397              176,625              177,447              177,503
Tangible assets                  $ 4,576,167          $  4,726,410

$ 4,809,194 $ 4,291,673 $ 4,176,662



Tangible book value per common
share:
Tangible equity                  $   391,076          $    381,459

$ 392,552 $ 406,274 $ 416,890 Common shares outstanding 19,563,979

            19,721,783           19,925,083           20,346,843           20,698,941

Tangible book value per common
share                            $     19.99          $      19.34

$ 19.70 $ 19.97 $ 20.14



Tangible equity to tangible assets ratio:
Tangible equity                  $   391,076          $    381,459          $   392,552          $   406,274          $   416,890
Tangible assets                  $ 4,576,167          $  4,726,410          $ 4,809,194          $ 4,291,673          $ 4,176,662

Tangible equity to tangible
assets                                  8.55  %               8.07  %              8.16  %              9.47  %              9.98  %



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                                                           Three Months Ended                                        Year Ended
                                       December 31,          September 30,          December 31,                    December 31,
(Dollars in thousands)                     2020                   2020                  2019                  2020                 2019

Pre-provision net revenue:
Income before income taxes            $     24,836          $      12,846

$ 17,627 $ 42,646 $ 65,358 Add: provision for credit losses

                 -                  4,728                 1,136               26,254                2,504

Add: loss on OREO                              119                      -                    44                  120                   98
Add: loss on investment securities             751                      -                     -                  368                    -
. . .


Item 8.01   Other Events

On January 29, 2021, Peoples Bancorp Inc. ("Peoples") issued a press release
announcing that on January 28, 2021, the Peoples Board of Directors authorized a
new share repurchase program authorizing Peoples to purchase, from time to time,
up to an aggregate of $30 million of its outstanding common shares. This new
share repurchase program replaces the prior share repurchase program approved by
the Peoples Board of Directors on February 27, 2020, which had authorized
Peoples to purchase up to an aggregate of $40 million of its outstanding common
shares and was terminated on January 28, 2021, with an aggregate of $28.4
million of Peoples common shares having been purchased through the termination
date. The press release is filed herewith as Exhibit 99.2.

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