8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2019

Camden National Corporation

(Exact name of registrant as specified in its charter)

Maine	01-28190	01-0413282
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Elm Street, Camden, Maine	04843
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (207) 236-8821

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	CAC	The NASDAQ Stock Market LLC

Item 2.02 Results of Operations and Financial Condition.

Camden National Corporation (the “Company”) issued a press release on October 29, 2019 announcing earnings for the third quarter ended September 30, 2019. In addition, the Company released its quarterly shareholder letter and financial summary for the quarter ended September 30, 2019. The press release and shareholder letter are being furnished pursuant to Item 2.02, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d)    The following exhibits are filed with this Report:

Exhibit No.	Description
99.1	Press release announcing earnings for the fiscal quarter ended September 30, 2019.
99.2	Third quarter 2019 shareholder letter and financial summary.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2019

CAMDEN NATIONAL CORPORATION (Registrant)
By:	/s/ DEBORAH A. JORDAN
	Deborah A. Jordan Chief Operating Officer, Chief Financial Officer, and Principal Financial & Accounting Officer

EX-99.1

CONTACT:                                

Michael Archer

Senior Vice President

Corporate Controller

Camden National Corporation

(800) 860-8821

marcher@CamdenNational.com

FOR IMMEDIATE RELEASE

CAMDEN NATIONAL CORPORATION REPORTS A 3% INCREASE

IN THIRD QUARTER 2019 EARNINGS OVER LAST YEAR

Third Quarter 2019 Net Income of $14.5 Million and Diluted Earnings Per Share of $0.94

CAMDEN, Maine, October 29, 2019/PRNewswire/--Camden National Corporation (NASDAQ: CAC; “Camden National” or the “Company”), a $4.5 billion bank holding company headquartered in Camden, Maine, reported net income for the third quarter of 2019 of $14.5 million, an increase of 3% over the third quarter of 2018, and diluted earnings per share ("EPS") of $0.94, an increase of 4% over the same period. For the third quarter of 2019, the Company's return on average assets was 1.29% and return on average equity was 12.26%.

"We are pleased with our financial results for the third quarter with 3% growth in net income over the third quarter last year, and 7% growth through the first nine months over the same period last year," said Gregory A. Dufour, President and Chief Executive Officer of the Company. "We look to finish 2019 strong to cap off another outstanding year, despite the challenges of a low interest rate environment and inverted yield curve. As we gear up for 2020, we will continue to focus on driving profitable growth and managing our net interest margin to promote the long-term financial success for our Company and shareholders."

In September 2019, Camden National was named to the Sandler O'Neill Sm-All Stars Class of 2019. Camden National was one of 30 publicly traded banks and thrifts—and the only bank headquartered in New England—to be recognized. To earn Sm-All Star status, companies needed to have a market capitalization below $2.5 billion, and were selected based on various financial screening criteria, including growth, profitability, credit quality and capital strength.

"Camden National is thrilled to be selected for the Sandler O’Neill Sm-All Stars from among 394 qualifying financial institutions nationwide,” said Dufour. “This recognition is a testament to the success of our measured, balanced approach and to the outstanding dedication of our talented employees.”

For the third quarter of 2019, Camden National declared a $0.30 dividend per share, representing an annualized dividend yield of 2.77% as of September 30, 2019.

The Company continues to actively repurchase shares of its common stock through its open share repurchase program. As of October 10, 2019, the Company repurchased 433,953 shares of its common stock, or 56% of its allotted program shares, at a weighted-average share price of $42.47.

FINANCIAL HIGHLIGHTS

• Third quarter 2019 net income increased 3% over the third quarter of 2018 and 10% over the previous quarter.

• Third quarter 2019 efficiency ratio, calculated as non-interest expense divided by total revenues¹, was 55.67%.

• Third quarter 2019 average deposits grew 15% over the third quarter of 2018 and 4% over the previous quarter. Average core deposits² grew 16% over the third quarter of 2018 and 4% over the previous quarter.

• Third quarter 2019 net interest margin was 3.09% on a fully-taxable basis, a decrease of 5 basis points compared to the third quarter of 2018 and a decrease of 2 basis points compared to the previous quarter.

• Increased deposit market share for the State of Maine to 11.4% based on the FDIC's June 30, 2019 Summary of Deposits report, retaining our #2 ranking.

FINANCIAL CONDITION

Total assets increased 5% since December 31, 2018, to $4.5 billion at September 30, 2019. Over this period, the loan portfolio grew $84.4 million, or 3%, led by residential real estate loan growth of $69.0 million, or 7%, and commercial loan growth of $30.0 million, or 7%. The commercial real estate loan portfolio decreased $14.0 million, or 1%, since December 31, 2018, due to elevated prepayments. Commercial real estate loan activity continues to be steady within our markets. While we continue to actively review many of these commercial real estate opportunities, we remain disciplined in our lending as we are focused on the Company's long-term success, which includes appropriate credit structures and prudent management of net interest margin in the current environment.

Total deposits increased 4% since December 31, 2018, to $3.6 billion at September 30, 2019, led by checking account growth of 13% and certificates of deposits ("CDs") growth of 22%, while savings and money market balances decreased 3%. In the second half of each year, the Company typically benefits from an increase in seasonal low-cost deposits, and, as a result, checking deposits grew 6% during the third quarter of 2019. The growth in CDs for the nine months ended September 30, 2019, was primarily due to one large depositor shifting $70.0 million of funding from interest checking to CDs in the second quarter of 2019. The Company's loan-to-deposit ratio improved to 86% at September 30, 2019, compared to 87% at December 31, 2018.

The Company's capital position at September 30, 2019 was well in excess of regulatory requirements, including a total risk-based capital ratio of 13.97% and a Tier I leverage ratio of 9.39%.At September 30, 2019, the Company's common equity ratio was 10.43% and tangible common equity ratio³ was 8.44%.

ASSET QUALITY

As of September 30, 2019, the Company's asset quality remained very strong with non-performing assets of $13.5 million, or 0.30% of total assets, and past due loans of $5.8 million, or 0.19% of total loans. Net charge-offs to average loans for the third quarter 2019 increased to 0.16% primarily due to two residential foreclosures impacting the residential mortgage and home equity loan portfolios. Net charge-offs to average loans for the nine months ended September 30, 2019 and 2018 remained consistent at 0.07%.

The provision for credit losses for the third quarter of 2019 was $730,000, or 0.09% of average loans for the quarter on an annualized basis, compared to 0.15% of average loans for the previous quarter and 0.05% of average loans for the third quarter of 2018.

OPERATING RESULTS (Third Quarter 2019 vs. Third Quarter 2018)

Net income for the third quarter of 2019 was $14.5 million, an increase of $431,000, or 3%, over the third quarter of 2018. Diluted EPS for the third quarter of 2019 was $0.94, an increase of $0.04, or 4%, over the third quarter of 2018.

Net interest income for the third quarter of 2019 was $31.9 million, an increase of $1.5 million, or 5%, over the third quarter of 2018.

• Average loans grew $221.6 million, or 8%, to $3.1 billion.

• Average deposits grew $440.7 million, or 15%, to $3.3 billion driven by average core deposit² growth of 16%.

• Net interest margin decreased 5 basis points to 3.09% as the cost of funds increased 20 basis points, compared to an increase in asset yield of 14 basis points.

Non-interest income for the third quarter of 2019 was $10.7 million, an increase of $347,000, or 3%, over the third quarter of 2018. Non-interest income for the third quarter of 2019 and 2018 represented 25% of total revenues¹.

• Mortgage banking income for the third quarter increased $910,000, or 52%, over the third quarter of 2018 driven by a 49% increase in loans sold between periods and a significant increase in the residential mortgage pipeline between periods.

• An increase in debit card income of $259,000 driven by an increase in customer transactions.

• The increase was partially offset by a $663,000 decrease in investment security gains.

Non-interest expense for the third quarter of 2019 was $23.7 million, an increase of $582,000, or 3%. The Company's non-GAAP efficiency ratio³ for the third quarter of 2019 was 55.32%, compared to 57.33% for the third quarter of 2018.

• Compensation related costs increased $461,000, or 4%, between periods driven by normal merit increases year-over-year and additional employees.

• Furniture, equipment and data processing costs increased $133,000, or 5%, between periods driven by our continued investment in technology solutions.

• The increase was partially offset by a decrease in regulatory assessments of $265,000 as the Company received a Small Bank Assessment Credit from the FDIC for its second quarter 2019 fees in the third quarter of 2019. The Company anticipates further assessment fee credits in future quarters should the FDIC Deposit Insurance Fund reserve ratio continue to exceed its regulatory limit.

OPERATING RESULTS (Linked Quarter)

Net income for the third quarter of 2019 increased $1.3 million, or 10%, compared to the previous quarter. Diluted EPS increased $0.09, or 11%, over the same period.

Net interest income for the third quarter of 2019 increased $350,000, or 1%, over last quarter.

• Average loans grew 1% over the previous quarter.

• Average deposits grew 4% over the previous quarter driven by average checking account growth between quarters of $74.9 million, or 5%, as we benefit from seasonal deposit inflows.

• Net interest margin on a fully-taxable equivalent basis between periods decreased 2 basis points between quarters to 3.09% for the third quarter of 2019. The asset yield declined 7 basis points between quarters reflective of the overall interest rate environment, which included (i) two Fed Funds rate cuts in the third quarter of 2019 for a total of 50 basis points and (ii) a decrease in the average 10-year treasury yield between quarters of 48 basis points to 1.86% for the third quarter of 2019. Funding costs decreased 5 basis points to 1.08% between quarters driven by the repricing of indexed deposits and borrowings, and active management of exception pricing.

Non-interest income for the third quarter of 2019 increased $702,000, or 7%, over the last quarter led by a 53% increase in mortgage banking income between quarters driven primarily by seasonality of business within our markets.

Non-interest expense for the third quarter of 2019 decreased $210,000, or 1%, compared to the previous quarter primarily due to a decrease in regulatory assessment fees of $255,000 as a result of the FDIC Small Bank Assessment Credit received in the third quarter of 2019.

CONFERENCE CALL

Camden National will host a conference call and webcast at 3:00 p.m., Eastern Time, on Tuesday, October 29, 2019 to discuss its third quarter 2019 financial results and outlook. Participants should dial in to the call 10 - 15 minutes before it begins. Information about the conference call is as follows:

Live dial-in (domestic): (888) 349-0139

Live dial-in (international):(412) 542-4154

Live webcast:https://services.choruscall.com/links/cac191029.html

A link to the live webcast will be available on Camden National's website under "Investor Relations" at www.CamdenNational.com prior to the meeting, and a replay of the webcast will be available on Camden National's website following the conference call. The transcript of the conference call will also be available on Camden National's website approximately two days after the conference call.

ABOUT CAMDEN NATIONAL CORPORATION

Camden National Corporation (NASDAQ:CAC) is the largest publicly traded bank holding company in Northern New England with $4.5 billion in assets and nearly 650 employees. Camden National Bank, its subsidiary, is a full-service community bank founded in 1875 in Camden, Maine. Dedicated to customers at every stage of their financial journey, the bank offers the latest in digital banking, complemented by personalized service with 61 banking centers, 24/7 live phone support, 71 ATMs, and lending offices in New Hampshire and Massachusetts. Camden National Bank was named one of two "Customer Experience Leaders in U.S. Retail Banking" by Greenwich Associates, and in 2019, it was the only New England based organization included in Sandler O'Neill's "Bank and Thrift Sm-All Star" list of high-performing financial institutions. The Finance Authority of Maine has awarded Camden National Bank as "Lender at Work for Maine" for nine years. Comprehensive wealth management, investment, and financial planning services are delivered by Camden National Wealth Management. To learn more, visit CamdenNational.com. Member FDIC.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, expectations, goals, projections and other statements, which are subject to numerous risks, assumptions and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures; changes in the interest rate environment; changes in general economic conditions; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; legislative and regulatory changes that adversely affect the business in which Camden National is engaged; changes in the securities markets and other risks and uncertainties disclosed from time to time in in Camden National’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated by other filings with the Securities and Exchange Commission ("SEC"). Camden National does not have any obligation to update forward-looking statements.

USE OF NON-GAAP MEASURES

In addition to evaluating the Company's results of operations in accordance with generally accepted accounting principles in the United States ("GAAP"), management supplements this evaluation with certain non-GAAP financial measures, such as return on average tangible equity; the efficiency and tangible common equity ratios; and tangible book value per share. Management utilizes these non-GAAP financial measures for purposes of measuring our performance against our peer group and other financial institutions and analyzing our internal performance. We also believe these non-GAAP financial measures help investors better understand the Company's operating performance and trends and allow for better performance comparisons to other financial institutions. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions. Reconciliation to the comparable GAAP financial measure can be found in this document.

ANNUALIZED DATA

Certain returns, yields and performance ratios are presented on an “annualized” basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts. Annualized data may not be indicative of any four-quarter period, and are presented for illustrative purposes only.

_____________________________________________________________________________________________

1 Revenue is the sum of net interest income and non-interest income.

2 Core deposits include non-interest checking, interest checking, savings and money market deposits.

3 This is a non-GAAP measure. Please refer to "Reconciliation of non-GAAP to GAAP Financial Measures" for further details.

Selected Financial Data (unaudited)
	At or For The Three Months Ended									At or For The Nine Months Ended
(In thousands, except number of shares and per share data)	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Financial Condition Data
Investments	$	926,444		$	933,100		$	887,835		$	926,444		$	887,835
Loans and loans held for sale	3,127,083			3,113,437			2,919,001			3,127,083			2,919,001
Allowance for loan losses	25,688			26,163			23,526			25,688			23,526
Total assets	4,520,315			4,447,038			4,189,745			4,520,315			4,189,745
Deposits	3,617,963			3,591,610			3,220,755			3,617,963			3,220,755
Borrowings	342,459			310,638			479,498			342,459			479,498
Shareholders' equity	471,672			467,759			415,686			471,672			415,686
Operating Data
Net interest income	$	31,923		$	31,573		$	30,423		$	95,391		$	88,806
Provision for credit losses	730			1,173			354			2,647			840
Non-interest income	10,739			10,037			10,392			30,165			28,697
Non-interest expense	23,748			23,958			23,166			70,489			68,365
Income before income tax expense	18,184			16,479			17,295			52,420			48,298
Income tax expense	3,696			3,275			3,238			10,455			9,204
Net income	$	14,488		$	13,204		$	14,057		$	41,965		$	39,094
Key Ratios
Return on average assets	1.29		%	1.21		%	1.34		%	1.28		%	1.27		%
Return on average equity	12.26		%	11.63		%	13.44		%	12.32		%	12.83		%
GAAP efficiency ratio	55.67		%	57.58		%	56.76		%	56.14		%	58.18		%
Common equity ratio	10.43		%	10.52		%	9.92		%	10.43		%	9.92		%
Net interest margin (fully-taxable equivalent)	3.09		%	3.11		%	3.14		%	3.13		%	3.11		%
Non-performing assets to total assets	0.30		%	0.34		%	0.46		%	0.30		%	0.46		%
Tier I leverage capital ratio	9.39		%	9.51		%	9.42		%	9.39		%	9.42		%
Total risk-based capital ratio	13.97		%	14.12		%	14.55		%	13.97		%	14.55		%
Per Share Data
Basic earnings per share	$	0.94		$	0.85		$	0.90		$	2.70		$	2.50
Diluted earnings per share	$	0.94		$	0.85		$	0.90		$	2.70		$	2.50
Cash dividends declared per share	$	0.30		$	0.30		$	0.30		$	0.90		$	0.85
Book value per share	$	30.98		$	30.26		$	26.67		$	30.98		$	26.67
Non-GAAP Measures(1)
Return on average tangible equity	15.67		%	15.00		%	17.84		%	15.89		%	17.15		%
Efficiency ratio	55.32		%	57.27		%	57.33		%	55.82		%	58.14		%
Tangible common equity ratio	8.44		%	8.49		%	7.74		%	8.44		%	7.74		%
Tangible book value per share	$	24.52		$	23.88		$	20.31		$	24.52		$	20.31

(1) Please see "Reconciliation of non-GAAP to GAAP Financial Measures (unaudited)."

Consolidated Statements of Condition Data (unaudited)
(In thousands, except number of shares)	September 30, 2019			December 31, 2018			September 30, 2018
ASSETS
Cash and due from banks	$	63,620		$	52,240		$	48,124
Interest-bearing deposits in other banks (including restricted cash)	73,912			14,759			50,218
Total cash, cash equivalents and restricted cash	137,532			66,999			98,342
Investments:
Available-for-sale securities, at fair value (book value of $903,988, $933,399 and $905,370, respectively)	913,523			910,692			869,626
Held-to-maturity securities, at amortized cost (fair value of $1,352, $1,291 and $1,267, respectively)	1,303			1,307			1,308
Other investments	11,618			14,679			16,901
Total investments	926,444			926,678			887,835
Loans held for sale, at fair value (book value of $16,630, $4,314 and $10,188, respectively)	16,449			4,403			10,158
Loans:
Commercial real estate	1,255,519			1,269,533			1,215,979
Residential real estate	1,061,898			992,866			941,488
Commercial(1)	445,466			415,436			405,666
Consumer and home equity	347,751			348,387			345,710
Total loans	3,110,634			3,026,222			2,908,843
Less: allowance for loan losses	(25,688		)	(24,712		)	(23,526		)
Net loans	3,084,946			3,001,510			2,885,317
Goodwill	94,697			94,697			94,697
Other intangible assets	3,701			4,230			4,411
Bank-owned life insurance	91,729			89,919			89,312
Premises and equipment, net	40,930			42,495			41,277
Deferred tax assets	15,656			23,053			26,241
Other assets	108,231			43,451			52,155
Total assets	$	4,520,315		$	4,297,435		$	4,189,745
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Non-interest checking	$	573,621		$	496,729		$	530,778
Interest checking	1,147,627			1,023,373			966,307
Savings and money market	1,105,290			1,137,356			996,790
Certificates of deposit	541,199			443,912			446,414
Brokered deposits	250,226			363,104			280,466
Total deposits	3,617,963			3,464,474			3,220,755
Short-term borrowings	273,454			270,868			409,732
Long-term borrowings	10,000			11,580			10,738
Subordinated debentures	59,005			59,067			59,028
Accrued interest and other liabilities	88,221			55,621			73,806
Total liabilities	4,048,643			3,861,610			3,774,059
Shareholders’ equity	471,672			435,825			415,686
Total liabilities and shareholders’ equity	$	4,520,315		$	4,297,435		$	4,189,745

(1) Includes the HPFC loan portfolio.

Consolidated Statements of Income Data (unaudited)
	For The Three Months Ended
(In thousands, except per share data)	September 30, 2019		June 30, 2019		September 30, 2018
Interest Income
Interest and fees on loans	$	36,207	$	36,092	$	32,813
Taxable interest on investments	4,794		4,941		4,408
Nontaxable interest on investments	675		624		659
Dividend income	158		174		367
Other interest income	686		606		310
Total interest income	42,520		42,437		38,557
Interest Expense
Interest on deposits	8,963		9,156		5,255
Interest on borrowings	801		885		2,021
Interest on subordinated debentures	833		823		858
Total interest expense	10,597		10,864		8,134
Net interest income	31,923		31,573		30,423
Provision for credit losses	730		1,173		354
Net interest income after provision for credit losses	31,193		30,400		30,069
Non-Interest Income
Debit card income	2,432		2,281		2,173
Service charges on deposit accounts	1,970		2,209		2,072
Mortgage banking income, net	2,668		1,742		1,758
Income from fiduciary services	1,444		1,545		1,339
Brokerage and insurance commissions	625		732		615
Bank-owned life insurance	613		603		606
Customer loan swap fees	109		285		288
Net gain on sale of securities	1		27		664
Other income	877		613		877
Total non-interest income	10,739		10,037		10,392
Non-Interest Expense
Salaries and employee benefits	13,604		13,461		13,143
Furniture, equipment and data processing	2,708		2,723		2,575
Net occupancy costs	1,710		1,639		1,614
Consulting and professional fees	892		974		958
Debit card expense	960		883		833
Regulatory assessments	182		437		447
Amortization of intangible assets	177		176		182
Other real estate owned and collection costs, net	251		409		239
Other expenses	3,264		3,256		3,175
Total non-interest expense	23,748		23,958		23,166
Income before income tax expense	18,184		16,479		17,295
Income tax expense	3,696		3,275		3,238
Net Income	$	14,488	$	13,204	$	14,057
Per Share Data
Basic earnings per share	$	0.94	$	0.85	$	0.90
Diluted earnings per share	$	0.94	$	0.85	$	0.90

Consolidated Statements of Income Data (unaudited)
	For The Nine Months Ended September 30,
(In thousands, except per share data)	2019		2018
Interest Income
Interest and fees on loans	$	108,020	$	94,014
Taxable interest on investments	14,729		13,019
Nontaxable interest on investments	1,943		1,989
Dividend income	562		997
Other interest income	1,712		905
Total interest income	126,966		110,924
Interest Expense
Interest on deposits	26,542		13,463
Interest on borrowings	2,660		6,099
Interest on subordinated debentures	2,373		2,556
Total interest expense	31,575		22,118
Net interest income	95,391		88,806
Provision for credit losses	2,647		840
Net interest income after provision for credit losses	92,744		87,966
Non-Interest Income
Debit card income	6,723		6,228
Service charges on deposit accounts	6,202		6,108
Mortgage banking income, net	5,662		4,758
Income from fiduciary services	4,381		4,029
Brokerage and insurance commissions	1,942		1,950
Bank-owned life insurance	1,810		1,823
Customer loan swap fees	919		555
Net gain on sale of securities	28		695
Other income	2,498		2,551
Total non-interest income	30,165		28,697
Non-Interest Expense
Salaries and employee benefits	40,043		38,433
Furniture, equipment and data processing	8,111		7,710
Net occupancy costs	5,263		5,112
Consulting and professional fees	2,679		2,878
Debit card expense	2,666		2,339
Regulatory assessments	1,091		1,447
Amortization of intangible assets	529		544
Other real estate owned and collection costs, net	353		565
Other expenses	9,754		9,337
Total non-interest expense	70,489		68,365
Income before income tax expense	52,420		48,298
Income tax expense	10,455		9,204
Net Income	$	41,965	$	39,094
Per Share Data
Basic earnings per share	$	2.70	$	2.50
Diluted earnings per share	$	2.70	$	2.50

Quarterly Average Balance and Yield/Rate Analysis (unaudited)
	Average Balance						Yield/Rate
	For The Three Months Ended						For The Three Months Ended
(In thousands)	September 30, 2019		June 30, 2019		September 30, 2018		September 30, 2019		June 30, 2019		September 30, 2018
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	92,352	$	59,901	$	45,824	2.24	%	2.34	%	1.85	%
Investments - taxable	807,591		839,714		826,541		2.53	%	2.56	%	2.36	%
Investments - nontaxable(1)	98,378		90,087		97,775		3.47	%	3.51	%	3.41	%
Loans(2):
Commercial real estate	1,255,417		1,255,172		1,198,677		4.56	%	4.68	%	4.46	%
Residential real estate	1,062,728		1,032,215		934,029		4.31	%	4.34	%	4.16	%
Commercial(1)	399,689		389,166		351,980		4.65	%	4.72	%	4.56	%
Consumer and home equity	347,405		347,141		344,740		5.38	%	5.47	%	5.16	%
HPFC	25,973		29,472		38,356		8.40	%	7.83	%	7.64	%
Municipal(1)	22,730		20,117		24,603		3.60	%	3.56	%	3.06	%
Total loans	3,113,942		3,073,283		2,892,385		4.60	%	4.68	%	4.49	%
Total interest-earning assets	4,112,263		4,062,985		3,862,525		4.11	%	4.18	%	3.97	%
Other assets	345,618		315,604		301,489
Total assets	$	4,457,881	$	4,378,589	$	4,164,014
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking	$	540,542	$	485,724	$	513,680	—	%	—	%	—	%
Interest checking	1,130,632		1,110,567		868,983		0.96	%	1.01	%	0.54	%
Savings	474,096		476,104		483,577		0.08	%	0.09	%	0.06	%
Money market	622,219		581,638		512,650		1.32	%	1.28	%	0.89	%
Certificates of deposit	533,110		516,972		481,059		1.64	%	1.60	%	1.18	%
Total deposits	3,300,599		3,171,005		2,859,949		0.85	%	0.86	%	0.53	%
Borrowings:
Brokered deposits	305,019		370,448		272,471		2.42	%	2.53	%	2.07	%
Customer repurchase agreements	234,362		246,935		244,189		1.26	%	1.30	%	1.08	%
Subordinated debentures	58,998		58,985		59,009		5.60	%	5.60	%	5.77	%
Other borrowings	11,273		15,940		249,341		1.96	%	2.17	%	2.16	%
Total borrowings	609,652		692,308		825,010		2.27	%	2.34	%	2.07	%
Total funding liabilities	3,910,251		3,863,313		3,684,959		1.08	%	1.13	%	0.88	%
Other liabilities	78,710		59,747		64,119
Shareholders' equity	468,920		455,529		414,936
Total liabilities & shareholders' equity	$	4,457,881	$	4,378,589	$	4,164,014
Net interest rate spread (fully-taxable equivalent)							3.03	%	3.05	%	3.09	%
Net interest margin (fully-taxable equivalent)							3.09	%	3.11	%	3.14	%
Net interest margin (fully-taxable equivalent), excluding fair value mark accretion and collection of previously charged-off acquired loans(3)							3.05	%	3.07	%	3.09	%

(1)  Reported on a tax-equivalent basis calculated using the federal corporate income tax rate of 21%, including certain commercial loans.

(2) Non-accrual loans and loans held for sale are included in total average loans.

(3) Excludes the impact of the fair value mark accretion on loans and certificates of deposit generated in purchase accounting and collection of previously charged-off acquired loans for the three months ended September 30, 2019, June 30, 2019 and September 30, 2018 totaling $409,000, $439,000 and $434,000, respectively.

Year-to-Date Average Balance and Yield/Rate Analysis (unaudited)
	Average Balance				Yield/Rate
	For The Nine Months Ended				For The Nine Months Ended
(In thousands)	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	63,146	$	52,076	2.26	%	1.60	%
Investments - taxable	832,780		829,248		2.55	%	2.30	%
Investments - nontaxable(1)	94,405		98,443		3.47	%	3.41	%
Loans(2):
Commercial real estate	1,263,934		1,183,666		4.66	%	4.34	%
Residential real estate	1,034,609		893,531		4.31	%	4.16	%
Commercial(1)	386,338		351,224		4.69	%	4.42	%
Consumer and home equity	347,201		342,214		5.43	%	4.98	%
HPFC	29,183		41,079		8.03	%	7.82	%
Municipal(1)	19,421		21,318		3.56	%	3.16	%
Total loans	3,080,686		2,833,032		4.66	%	4.41	%
Total interest-earning assets	4,071,017		3,812,799		4.16	%	3.89	%
Other assets	321,060		296,395
Total assets	$	4,392,077	$	4,109,194
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking	$	505,733	$	477,048	—	%	—	%
Interest checking	1,108,999		847,431		0.98	%	0.46	%
Savings	478,573		486,773		0.08	%	0.06	%
Money market	595,659		502,719		1.27	%	0.79	%
Certificates of deposit	498,059		475,336		1.54	%	1.08	%
Total deposits	3,187,023		2,789,307		0.83	%	0.48	%
Borrowings:
Brokered deposits	360,066		250,272		2.49	%	1.86	%
Customer repurchase agreements	239,917		243,037		1.27	%	0.95	%
Subordinated debentures	58,997		58,970		5.38	%	5.80	%
Other borrowings	23,847		302,238		2.17	%	1.93	%
Total borrowings	682,827		854,517		2.30	%	1.90	%
Total funding liabilities	3,869,850		3,643,824		1.09	%	0.81	%
Other liabilities	66,966		57,846
Shareholders' equity	455,261		407,524
Total liabilities & shareholders' equity	$	4,392,077	$	4,109,194
Net interest rate spread (fully-taxable equivalent)					3.07	%	3.08	%
Net interest margin (fully-taxable equivalent)					3.13	%	3.11	%
Net interest margin (fully-taxable equivalent), excluding fair value mark accretion and collection of previously charged-off acquired loans(3)					3.09	%	3.06	%

(1)  Reported on a tax-equivalent basis calculated using the federal corporate income tax rate of 21%, including certain commercial loans.

(2) Non-accrual loans and loans held for sale are included in total average loans.

(3) Excludes the impact of the fair value mark accretion on loans and certificates of deposit generated in purchase accounting and collection of previously charged-off acquired loans for the nine months ended September 30, 2019 and September 30, 2018 totaling $1.2 million and $1.6 million, respectively.

Asset Quality Data
(unaudited)
(In thousands)	At or For The Nine Months Ended September 30, 2019			At or For The Six Months Ended June 30, 2019			At or For The Three Months Ended March 31, 2019			At or For The Year Ended December 31, 2018			At or For The Nine Months Ended September 30, 2018
Non-accrual loans:
Residential real estate	$	5,152		$	5,566		$	5,415		$	5,492		$	4,720
Commercial real estate	1,156			1,590			975			1,380			5,517
Commercial	751			785			802			1,279			2,402
Consumer and home equity	2,616			3,039			2,476			1,861			1,647
HPFC	450			465			485			518			591
Total non-accrual loans	10,125			11,445			10,153			10,530			14,877
Loans 90 days past due and accruing	—			14			14			14			14
Accruing troubled-debt restructured loans not included above	3,259			3,511			3,771			3,893			4,039
Total non-performing loans	13,384			14,970			13,938			14,437			18,930
Other real estate owned	94			130			673			130			185
Total non-performing assets	$	13,478		$	15,100		$	14,611		$	14,567		$	19,115
Loans 30-89 days past due:
Residential real estate	$	1,447		$	2,536		$	2,265		$	4,833		$	3,816
Commercial real estate	2,242			3,378			2,947			2,130			574
Commercial	1,135			1,400			1,205			169			723
Consumer and home equity	822			907			1,430			1,467			902
HPFC	193			171			187			183			1,078
Total loans 30-89 days past due	$	5,839		$	8,392		$	8,034		$	8,782		$	7,093
Allowance for loan losses at the beginning of the period	$	24,712		$	24,712		$	24,712		$	24,171		$	24,171
Provision for loan losses	2,658			1,925			750			845			845
Charge-offs:
Residential real estate	436			25			11			173			231
Commercial real estate	157			65			65			512			512
Commercial	636			453			236			736			448
Consumer and home equity	670			64			24			572			451
HPFC	11			—			—			255			209
Total charge-offs	1,910			607			336			2,248			1,851
Total recoveries	(228		)	(133		)	(75		)	(1,944		)	(361		)
Net charge-offs	1,682			474			261			304			1,490
Allowance for loan losses at the end of the period	$	25,688		$	26,163		$	25,201		$	24,712		$	23,526
Components of allowance for credit losses:
Allowance for loan losses	$	25,688		$	26,163		$	25,201		$	24,712		$	23,526
Liability for unfunded credit commitments	11			14			16			22			15
Allowance for credit losses	$	25,699		$	26,177		$	25,217		$	24,734		$	23,541
Ratios:
Non-performing loans to total loans	0.43		%	0.48		%	0.46		%	0.48		%	0.65		%
Non-performing assets to total assets	0.30		%	0.34		%	0.33		%	0.34		%	0.46		%
Allowance for loan losses to total loans	0.83		%	0.84		%	0.83		%	0.82		%	0.81		%
Net charge-offs (recoveries) to average loans (annualized):
Quarter-to-date	0.16		%	0.03		%	0.03		%	(0.16		)%	0.07		%
Year-to-date	0.07		%	0.03		%	0.03		%	0.01		%	0.07		%
Allowance for loan losses to non-performing loans	191.93		%	174.77		%	180.81		%	171.17		%	124.28		%
Loans 30-89 days past due to total loans	0.19		%	0.27		%	0.26		%	0.29		%	0.24		%

Reconciliation of non-GAAP to GAAP Financial Measures (unaudited)

Return on Average Tangible Equity:
	For the Three Months Ended									For the Nine Months Ended
(In thousands)	September 30, 2019			June 30, 2019			September 30, 2018			September 30,  2019			September 30,  2018
Net income, as presented	$	14,488		$	13,204		$	14,057		$	41,965		$	39,094
Add: amortization of intangible assets, net of tax(1)	140			139			144			418			430
Net income, adjusted for amortization of intangible assets	$	14,628		$	13,343		$	14,201		$	42,383		$	39,524
Average equity, as presented	$	468,920		$	455,529		$	414,936		$	455,261		$	407,524
Less: average goodwill and other intangible assets	(98,484		)	(98,660		)	(99,195		)	(98,659		)	(99,379		)
Average tangible equity	$	370,436		$	356,869		$	315,741		$	356,602		$	308,145
Return on average tangible equity	15.67		%	15.00		%	17.84		%	15.89		%	17.15		%
Return on average equity	12.26		%	11.63		%	13.44		%	12.32		%	12.83		%

(1) Assumed a 21% tax rate.

Efficiency Ratio:
	For the Three Months Ended									For the Nine Months Ended
(In thousands)	September 30, 2019			June 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Non-interest expense, as presented	$	23,748		$	23,958		$	23,166		$	70,489		$	68,365
Net interest income, as presented	$	31,923		$	31,573		$	30,423		$	95,391		$	88,806
Add: effect of tax-exempt income(1)	264			248			260			752			771
Non-interest income, as presented	10,739			10,037			10,392			30,165			28,697
Less: net gain on sale of securities	(1		)	(27		)	(664		)	(28		)	(695		)
Adjusted net interest income plus non-interest income	$	42,925		$	41,831		$	40,411		$	126,280		$	117,579
GAAP efficiency ratio	55.67		%	57.58		%	56.76		%	56.14		%	58.18		%
Non-GAAP efficiency ratio	55.32		%	57.27		%	57.33		%	55.82		%	58.14		%

(1) Assumed a 21% tax rate.

Tangible Book Value Per Share and Tangible Common Equity Ratio:
	September 30, 2019			June 30, 2019			September 30, 2018
(In thousands, except number of shares and per share data)
Tangible Book Value Per Share:
Shareholders' equity, as presented	$	471,672		$	467,759		$	415,686
Less: goodwill and other intangible assets	(98,398		)	(98,574		)	(99,108		)
Tangible shareholders' equity	$	373,274		$	369,185		$	316,578
Shares outstanding at period end	15,224,903			15,457,480			15,584,526
Book value per share	$	30.98		$	30.26		$	26.67
Tangible book value per share	$	24.52		$	23.88		$	20.31
Tangible Common Equity Ratio:
Total assets	$	4,520,315		$	4,447,038		$	4,189,745
Less: goodwill and other intangibles	(98,398		)	(98,574		)	(99,108		)
Tangible assets	$	4,421,917		$	4,348,464		$	4,090,637
Common equity ratio	10.43		%	10.52		%	9.92		%
Tangible common equity ratio	8.44		%	8.49		%	7.74		%

EX-99.2

Third Quarter Report - 2019

Dear Fellow Shareholders:

It is with great pleasure that I share our third quarter 2019 financial results. Net income for the third quarter of 2019 grew 3% to $14.5 million over the third quarter of 2018, and for the first nine months of 2019 net income grew 7% to $42.0 million over the same period in 2018. Earnings per diluted share for the three and nine months ended September 30, 2019 was $0.94 and $2.70, respectively, representing a 4% and 8% increase over the same periods last year.

Based on our consistently strong performance and the confidence we have in our business going forward, year-to-date we returned over $17 million of capital to our shareholders through the repurchase of 404,213 shares, and we paid nearly $14 million of dividends.

Quarterly Financial Performance. Our third quarter 2019 financial performance was in large part driven by our ability to grow deposits while facing pressure from the interest rate environment. Lower interest rates have placed downward pressure on net interest income; however, our consistent focus on checking, savings and money market deposits has helped protect net interest income in this turbulent environment. Third quarter 2019 net interest income increased 5% over the third quarter 2018, as average core deposits grew by 16%, which outpaced average loan growth of 8% over the same period. This allowed us to fund asset growth more efficiently and limit net interest margin compression to 5 basis points over this period to 3.09% for the third quarter of 2019.

When comparing the third quarters of 2019 and 2018, non-interest income grew 3%, representing 25% of our total revenues for the third quarter of 2019 and 2018. Non-interest expense also increased 3% between the quarters due to technology-related expenses and a 4% increase in compensation. For the third quarter of 2019, our efficiency ratio improved to 55.32%, compared to 57.33% for the third quarter of 2018.

Asset quality remains strong, with non-performing loans accounting for 0.43% of total loans at the end of the third quarter of 2019, compared to 0.65% at the end of the third quarter of 2018. Non-performing assets were 0.30% of total assets at September 30, 2019, compared to 0.46% a year ago. Net charge-offs in the third quarter of 2019 were slightly higher at 0.16% of average loans when compared to 0.07% of average loans in the third quarter of 2018. The increase was primarily the result of two residential mortgage loans, previously on non-accrual status, that were charged off in the third quarter of 2019.

2020 and Beyond. Looking ahead to January 1, 2020, a new accounting rule for loan loss reserves, known as “CECL,” is scheduled to go into effect for larger public

companies, including Camden National. CECL presents a significant accounting change for financial institutions. Recently, the Financial Accounting Standards Board pushed the CECL implementation date out several years for certain smaller publicly-traded and private companies, including many other local financial institutions. Although we did not agree with the delayed implementation for certain companies, Camden National will be prepared to adopt CECL on January 1, 2020.

At September 30, 2019, shareholders’ equity totaled $472 million, and our tangible common equity to total asset ratio was 8.44%. Our strong capital position enables us to grow the organization and return capital to shareholders through stock repurchases and dividends, while remaining flexible during economic uncertainty.

Accomplishments and Recognitions. We are proud to share that the Federal Deposit Insurance Corporation (FDIC) recently reported in its “Summary of Deposits” that, as of June 30, 2019, Camden National Bank had 11.38% deposit market share in Maine, the second highest in our state and the highest of any Maine-based community bank.

Recently, Sandler O’Neill, an investment bank, included Camden National Corporation in its “Bank & Thrift Sm-All Star” list of 30 banks in our market capitalization range. As the only New England based organization named to this prestigious group, we are proud to be recognized as one of the highest-performing, highest-potential institutions.

In September, we held our annual employee recognition event to celebrate the accomplishments, professional growth, and impressive dedication of our employees. With teams coming from near and far, participation at the event increases each year. We awarded 14 individuals for outstanding service, innovation, and team work. I want to express my sincere gratitude to all of our employees whose efforts directly benefit our customers, communities, and owners.

It is with equal importance that I express my gratitude to our owners, the shareholders of Camden National Corporation, who share our passion for community banking and long-term financial performance.

Sincerely,

Gregory A. Dufour

President and Chief Executive Officer

Financial Highlights (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per share data)	2019			2018			2019			2018
Earnings and Dividends
Net interest income	$	31,923		$	30,423		$	95,391		$	88,806
Provision for credit losses	730			354			2,647			840
Non-interest income	10,739			10,392			30,165			28,697
Non-interest expense	23,748			23,166			70,489			68,365
Income before taxes	18,184			17,295			52,420			48,298
Income taxes	3,696			3,238			10,455			9,204
Net income	$	14,488		$	14,057		$	41,965		$	39,094
Diluted earnings per share	$	0.94		$	0.90		$	2.70		$	2.50
Cash dividends declared per share	0.30			0.30			0.90			0.85
Performance Ratios
Return on average assets	1.29		%	1.34		%	1.28		%	1.27		%
Return on average equity	12.26		%	13.44		%	12.32		%	12.83		%
Net interest margin (fully-taxable equivalent)	3.09		%	3.14		%	3.13		%	3.11		%
Efficiency ratio1	55.32		%	57.33		%	55.82		%	58.14		%
Balance sheet (end of period)
Investments							$	926,444		$	887,835
Loans and loans held for sale							3,127,083			2,919,001
Allowance for loan losses							25,688			23,526
Total assets							4,520,315			4,189,745
Deposits							3,617,963			3,220,755
Borrowings							342,459			479,498
Shareholders' equity							471,672			415,686
Book Value per Share and Capital Ratios
Book value per share							$	30.98		$	26.67
Tangible book value per share1							24.52			20.31
Tangible common equity ratio1							8.44		%	7.74		%
Tier I leverage capital ratio							9.39		%	9.42		%
Total risk-based capital ratio							13.97		%	14.55		%
Asset Quality
Allowance for loan losses to total loans							0.83		%	0.81		%
Net charge-offs to average loans (annualized)							0.07		%	0.07		%
Non-performing loans to total loans							0.43		%	0.65		%
Non-performing assets to total assets							0.30		%	0.46		%

¹ This is a non-GAAP measure. A reconciliation of non-GAAP to GAAP financial measures can be found in the Company's earnings release dated and filed with the SEC on October 29, 2019.

A complete set of financial statements for Camden National Corporation may be obtained upon written request to Camden National Corporation, P.O. Box 310, Camden, Maine 04843.