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): January 29, 2020

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 7.01 Regulation FD Disclosure.

Camden National Corporation (the "Company") prepared an investor presentation with information about the Company for an investor meeting to be held on January 29, 2020. The investor presentation is attached as Exhibit 99.1. The investor presentation is being furnished pursuant to Item 7.01, 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 Exhibit 99.1 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 exhibit is filed with this Report:

Exhibit No.	Description
99.1	Electronic investor presentation slides.

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: January 29, 2020

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

Janney Investor Presentation Gregory Dufour | President & Chief Executive Officer January 29, 2020 0

Forward Looking Statements and Non-GAAP Financial Measures FORWARD LOOKING STATEMENTS This presentation contains certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” or “goal” or future or conditional verbs such as “will,” “may,” “might,” “should,” “could” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of Camden National Corporation (the “Company”). These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements: weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, an increase in the allowance for loan losses or a reduced demand for the Company’s credit or fee-based products and services; changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market, and monetary fluctuations; competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks; volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, the availability and terms of funding necessary to meet the Company’s liquidity needs, and could lead to impairment in the value of securities in the Company's investment portfolio; changes in information technology that require increased capital spending; changes in consumer spending and savings habits; changes in tax, banking, securities and insurance laws and regulations; and changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters. You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by the Company's quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission. You should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements. These forward-looking statements were based on information, plans and estimates at the date of this report, and we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except to the extent required by applicable law or regulation. NOTE REGARDING PRESENTATION OF NON-GAAP FINANCIAL MEASURES This presentation includes certain non-GAAP financial measures. Schedules that reconcile the non-GAAP financial measures to GAAP financial information are included in our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and earnings releases filed with the SEC. 1

Camden National Corporation Largest publicly traded bank headquartered in Northern New England • $4.4 billion in assets • 61 banking centers located in Maine(1) • 2 loan production offices • New Hampshire (1) • Massachusetts (1) • $700+ million market cap • 50 day avg share volume of approximately 53,000 • Analyst Coverage • KBW (market perform) • Raymond James (market perform) 1) Recently announced the closure of our Corinth, Hampden, and Milo locations to be completed by the end of April 2020. • Janney (market perform) 2

2019 Financial Highlights Strong earnings performance • Net income of $57.2 million, up 8% over 2018 • Return on tangible equity: 15.99%(a) • Return on assets: 1.30% • Tangible common equity ratio: 8.66%(a) Solid growth & great asset quality • Average loans of $3.1 billion; YoY growth of 8% • Average deposits of $3.2 billion; YoY growth of 14% • Non-performing assets 0.25% of total assets a) This is a non-GAAP measure. Please refer to the Company’s most recent earnings release filed on Form 8-K and/or quarterly report on Form 10-Q for a reconciliation of non-GAAP to GAAP financial measures. 3

Performance to Proxy Peer Group 9/30/2019 Performance Ratios (%) CAC Peer Median Peer Average ROAA 1.27 1.15 1.04 ROAE 12.29 10.59 9.88 ROATCE 15.81 12.71 11.97 Net Interest Margin (Reported) 3.13 3.27 3.32 Efficiency Ratio 55.40 60.28 62.93 Loans / Deposits 86.43 95.88 96.04 Market Ratios - 01/23/20 Current Market Price ($) 46.31 Price / LTM Core EPS (x) 12.71 12.89 13.38 Price / TBV (%) 188.89 161.87 167.87 Current Dividend Yield (%) 2.85 2.84 2.75 Source: S&P Global. Camden National Corporation’s peer group consists of the following: Arrow Financial Corporation (AROW), Bar Harbor Bankshares (BHB), Brookline Bancorp, Inc. (BRKL), Bryn Mawr Bank Corporation (BMTC), Cambridge Bancorp (CATC), CNB Financial Corporation (CCNE), Enterprise Bancorp, Inc. (EBTC), Financial Institutions, Inc. (FISI), Independent Bank Corp. (INDB), Meridian Bancorp, Inc. (EBSB), Peoples Financial Services Corporation (PFIS), Republic First Bancorp, Inc. (FRBK), S&T Bancorp, Inc. (STBA), Tompkins Financial Corporation (TMP), TrustCo Bank Corp NY (TRST), United Financial Bancorp, Inc. (UBNK), Univest Financial Corporation (UVSP), Washington Trust Bancorp, Inc. (WASH), and Western New England Bancorp, Inc. (WNEB). 4

Why Camden National? Organic franchise growth, opportunistic acquisitions Focused: Consistent Performance: • Gaining market share • Profitability achieved through • Adherence to strategic plan organic growth • Opportunistically reviewing • Improved productivity complementary acquisitions • Disciplined expense structure • Solid core funding and sticky • Diversified revenue stream deposit base Culture: Credit Quality: • Experienced, consistent • Strong credit culture and leadership history • Strong community-spirit • Disciplined structure and • Continued branch optimization process • Simple product sets • Low charge-offs 5

Focused on Building Market Share: Asset Growth History Total Assets $ in Billions Organic Growth: $1.3 billion $4.4 Acquired Growth: $1.7 billion $4.3 15 Year CAGR: 7.5% $4.1 $3.9 $3.7 $2.8 $2.6 $2.6 $2.3 $2.2 $2.3 $2.3 $1.8 $1.7 $1.7 $1.5 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 6

Focused on Building Market Share and Key Market Expansion Strong Market Share: State of Maine • Mortgage originations: 2nd (7.0% market share YTD 12/31/19) • Deposit market share: 2nd (11.4% market share as of 6/30/19) Core Market High Growth Maine Counties: York and Cumberland • Mortgage originations: 5th (4.0% market share YTD 12/31/19) • Deposits: 8th Target (5.4% market share as of 6/30/19) Expansion Recent Market Expansion: • Loan Production Office: Portsmouth, NH (opened February 2018) 7

Focused on Building Market Share: Deposit Opportunity in Maine 2019 STATE OF MAINE - 6/30/2019 Avg. Deposits and ($ in millions) Funding Market Rank Institution Deposits Branches Share % 1 Toronto-Dominion Bank $ 3,999 44 12.6 2 Camden National Corp. 3,620 61 11.4 Borrowings 3 Bangor Bancorp MHC 3,347 54 10.5 17% 4 KeyCorp 2,861 43 9.0 5 Bank of America Corp. 2,084 15 6.5 Other Banks 15,895 246 50.0 Checking Total for State of Maine 31,806 463 CDs 42% 13% CUMBERLAND AND YORK COUNTY - 6/30/2019 ($ in millions) Market Rank Institution Deposits Branches Share % 1 Toronto-Dominion Bank $ 2,279 23 16.0 Saving/Money 2 Bank of America Corp. 2,084 15 14.6 Market 28% 3 KeyCorp 1,970 19 13.8 4 People's United Financial Inc. 1,011 17 7.1 5 Gorham Bancorp MHC 990 14 7.0 Average Funding: $3.9 billion 8 Camden National Corp. 763 8 5.4 Average Funding Cost: 1.05% Other Banks 5,150 87 36.1 Average Deposit Cost: 0.81% Total Cumberland/York County 14,247 183 Source: S&P Global 8

Focused on Building Market Share Through Customer Interactions In person: 60 banking centers 3.0 million transactions In-person Guidance + Technology Advancement 71 ATMs • MortgageTouch® 1.4 million transactions • BusinessTouchTM • TreasuryLinkTM Digital: • Pay Up Web & Mobile Banking 8% increase in users year-over-year Over the phone: Customer Care Team • 206,000 calls (27% after normal hours) • 25,400 emails • 11,700 chat sessions Data as of 12/31/18 9

Focused on Growing and Diversifying Revenue Fee income is 25% of total revenue (net interest income plus fee income) 10

Focused on Improving Productivity and Creating Efficiencies Expense and Efficiency ratio(1) Deposits per Branch $59 Annual Quarterly $56 $100 Millions $53 Millions $80 $50 $47 $60 57.7% 57.3% 57.1% 56.5% 55.8% 55.6% $44 54.9% 55.3% $40 $41 $38 $20 $35 64 61 60 60 61 $0 $32 2017 2018 2019 4Q18 1Q19 2Q19 3Q19 4Q19 2015 2016 2017 2018 2019 Operating Expenses Efficiency Ratio Deposits per Branch Pro forma branch closures • Targeted 2020 annual efficiency ratio of sub-57%. • Branch Optimization: Consolidated/sold 14 branches from 2013-2019. • Closing three branches in April 2020 – pro forma deposits per branch of $58 million 1) This is a non-GAAP measure. Refer to the Company’s financial information filed with the SEC for the respective period. 11

Balanced Loan Mix & Strong Credit Culture 2019 Avg. Loans • Internal lending limit of $37 million with one relationship exceeding $25 million as Home Equity/ of 12/31/19 Consumer Commercial 11% 14% • Commercial Diversification: $382 million Nonresidential Building Operator Residential Mortgages $243 million Hotels and Motels 34% Commercial Real Estate $230 million Apartment Building 41% Operators Average Loans: $3.1 billion Average Yield (FTE): 4.65% 2019 2018 2017 2016 Nonperforming assets / total assets 0.25% 0.34% 0.50% 0.67% 30-89 days past due loans / total loans 0.17% 0.29% 0.32% 0.24% Provision for loan losses / average loans 0.10% 0.03% 0.11% 0.21% Net charge-offs / average loans 0.08% 0.01% 0.07% 0.13% 12

Prudent Investments 2019 Investments FRB/FHLB Stock Agency/Sub. 1% Notes/Other 1% SBA 5% Municipal 11% WAL Shock Rate Shock WAL Agency CMO 37% +200bps 6.94 Current 5.24 -100bps 4.16 MBS 44% -200bps 3.83 Average Investments: $925 million Average Yield (FTE): 2.64% 13

Yield and Cost Trends Total Earning Asset and Loan Yields Total Funding and Deposit Costs Annual Quarterly Annual Quarterly 1.13% 4.70% 4.68% 1.07% 1.08% 4.65% 4.60% 4.60% 1.05% 4.49% 4.49% 0.94% 0.94% 0.86% 0.85% 0.85% 0.81% 4.20% 4.18% 0.78% 4.15% 4.11% 4.11% 0.77% 3.97% 4.02% 0.65% 0.52% 2018 2019 4Q18 1Q19 2Q19 3Q19 4Q19 2018 2019 4Q18 1Q19 2Q19 3Q19 4Q19 Earning Asset Yield Loan Yield Total Funding Deposit Cost Impact of purchase accounting from previous acquisitions: 2018 2019 4Q18 1Q19 2Q19 3Q19 4Q19 Earning Asset Yield +6 bps +5 bps +7 bps +4 bps +5 bps +3 bps +3 bps Funding Cost 0 bps -1 bps -1 bps 0 bps 0 bps 0 bps -1 bps 14

Net Interest Margin Annual Quarterly 3.21% 3.18% 3.16% 3.15% 3.11% 3.09% 3.12% 0.07% 0.04% 0.06% 0.04% 0.04% 0.04% 0.03% Interest Rate Risk Estimated Changes In Net Interest Income(a) Year 1 3.10% 3.11% 3.14% 3.14% 3.07% 3.05% 3.09% +200bp (0.6)% -100bp (0.4)% Year 2 +200bp 4.0% -100bp (5.6)% 2018 2019 4Q18 1Q19 2Q19 3Q19 4Q19 Margin from Fair Value Accretion and Charged-Off Acquired Loans Operating Margin a) Assumes flat balance sheet, no change in asset/funding mix, and a parallel and pro rata shift in rates over a 12 month period. 15

Shareholder Value Long-Term Metrics TBV Per Share(a) $24.77 $10.43 • TBV per share 15 year CAGR of 5.9% • Consistent dividend of 30%+ of annual earnings • $82 million in share buybacks since 2004 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 (repurchased 488,052 shares through December 31, 2019 at $42.61 per share) Dividends as a % of Net Income • Initiated new repurchase program in 2020 for up to 750,000 shares, or approximately 5% of outstanding shares 32% 32% '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 (b) (b) (c) (d) a) This is a non-GAAP measure. Refer to the Company’s financial information filed with the SEC for the respective period. b) 2005 and 2011, special dividend of $0.50 per share. c) 2015 increase is due to reduction in net income related to merger and acquisition costs of $7.2 million, after tax. d) 2017 increase is due to reduction in net income from a $14.3 million charge to income tax resulting from the Tax Cuts and Jobs Act of 2017. 16

Shareholder Value 15 Year Total Return • Stock price appreciation of 75.31% • Average dividend yield of 2.79% 300% 264% 250% 200% 174% 150% 139% 100% 75% 50% 0% Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18 Dec-19 -50% CAC SNL U.S. Bank $1B-$5B S&P 500 CAC Peer Group Index Source: S&P Global 17

Awards & Recognition  We are recognized for our outstanding achievements from all aspects of our business. Risk. Lending. 2018 Model FAME Lender for Risk at Work for Management Maine Award (9 years in a row) Customers. Shareholder. 2019 Greenwich Named to Customer Sandler O’Neill Experience (CX) Sm-All Stars Leader in U.S. Class of 2019 Retail Banking (2 years in a row) 18

Investment Summary Proven Management Team • Delivered on previous acquisition commitments • Diverse experience from community and large bank perspectives Strong Market Share and Brand Recognition • 145 year operating history • 2nd overall deposit market share in Maine, 1st in community banks • #2 mortgage originator in Maine, with 7.0% of all mortgage originations in the state Quality Growth • Consistent long-term growth both organically and through acquisitions • Expanded presence in higher growth Southern Maine markets and enhanced scale, density, and deposit costs in existing markets Strong Fundamental Operating Metrics • Historically strong credit quality with nonperforming assets consistently less than 1% of total assets • Solid efficiency ratio, ROAA and ROATCE 19

Appendix 20

Seasoned Management Team Years of Banking Year joined Name Position Age Experience Camden Greg Dufour President and CEO 59 30+ 2001 Debbie Jordan, CPA(1) COO & CFO 54 25+ 2008 Joanne Campbell EVP Risk Management 57 30+ 1996 SVP Managing Director of Jennifer Mirabile 60 30+ 2017 Wealth Management Tim Nightingale EVP Senior Loan Officer 62 30+ 2000 Heather Robinson, SVP Chief Human Resources 45 1 2018 CPA Officer Patricia Rose EVP Retail Banking 56 30+ 2017 EVP Chief Experience & Renee Smyth 49 15+ 2015 Marketing Officer 1) Debbie Jordan announced her retirement from the Bank on October 25, 2019, effective late April 2020. 21

Financial Highlights Balance Sheet (in million’s) Q4 2019 Q3 2019 Q2 2019 Q1 2019 Q4 2018 Loans $3,095 $3,111 $3,100 $3,042 $3,026 Investment Securities 933 926 933 937 927 Total Assets 4,430 4,520 4,447 4,421 4,297 Deposits 3,538 3,618 3,592 3,578 3,464 Borrowings 338 342 311 325 342 Shareholders’ Equity 473 472 468 454 436 Tier 1 Leverage Ratio 9.55% 9.39% 9.51% 9.47% 9.53% 22

Financial Highlights Net Income and Key Ratios Q4 2019 Q3 2019 Q2 2019 Q1 2019 Q4 2018 Net Income (in millions) $15.2 $14.5 $13.2 $14.3 $14.0 Diluted Earnings per Share $0.99 $0.94 $0.85 $0.91 $0.89 Return on Tangible Equity(1) 16.26% 15.67% 15.00% 17.08% 17.43% Return on Assets 1.35% 1.29% 1.21% 1.33% 1.32% Efficiency Ratio(1) 55.64% 55.32% 57.27% 54.86% 56.50% Net Interest Margin (Fully- 3.12% 3.09% 3.11% 3.18% 3.21% Taxable Equivalent) 1) This is a non-GAAP measure. Refer to the Company’s financial information filed with the SEC for the respective period. 23

Historical Credit Metrics NPAs / Assets NCOs / Average Loans 3.00% 1.25% 2.50% 1.00% 2.00% 0.75% 1.50% 0.50% 1.00% 0.25% 0.50% 0.00% 0.00% '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 Loan Loss Reserves / Gross Loans Nonaccrual Loans / Loans 2.50% 3.00% 2.50% 2.00% 2.00% 1.50% 1.50% 1.00% 1.00% 0.50% 0.50% 0.00% 0.00% '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 Note: Peer Group defined as publicly traded banks and thrifts headquartered in the United States with total assets between $1.5 billion and $7.0 billion, excluding merger targets. Source: S&P Global 24

Profitability Trends ROAA ROAE 1.40% 14.00% 1.20% 12.00% 1.00% 10.00% 0.80% 8.00% 0.60% 6.00% 0.40% 4.00% 0.20% 2.00% 0.00% 0.00% '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 Net Interest Margin Efficiency Ratio 4.00% 70.00% 3.75% 65.00% 3.50% 60.00% 3.25% 55.00% 3.00% 50.00% 2.75% 45.00% 2.50% 40.00% '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 '10 '11 '12 '13 '14 '15 '16 '17 '18 YTD '19 Note: Peer Group defined as publicly traded banks and thrifts headquartered in the United States with total assets between $1.5 billion and $7.0 billion, excluding merger targets. Source: S&P Global 25

Mortgage Banking Activity Twelve Months Ended December 31, 2019 Top 15 Lenders Originations Rank % of Total Bangor Savings Bank 4,399 1 10.0% Camden National Bank 3,080 2 7.0% Residential Mortgage Services Inc. 2,341 3 5.3% Quicken Loans 2,158 4 4.9% Kennebec Savings Bank 1,550 5 3.5% United Wholesale Mortgage 1,497 6 3.4% Key Bank 1,470 7 3.3% First, N.A. 1,371 8 3.1% Machias Savings Bank 1,229 9 2.8% TD Bank, N.A. 1,154 10 2.6% Norway Savings Bank 1,083 11 2.5% Bank of America 699 12 1.6% Mortgage Network 671 13 1.5% Saco & Biddeford Savings Inst. 630 14 1.4% Franklin Savings Bank 625 15 1.4% Total for All Lenders 44,195 - 100.0% Source: MRS, Inc. Data obtained from registry of deeds throughout the state of Maine. 26

Market Overview Maine New Hampshire Massachusetts Population in Millions 1.34 1.36 6.90 (2018) Population Increase 0.8% 3.0% 5.4% (2010-2018) Projected Population Change 0.8% 1.8% 3.1% (2019-2024) Median Household Income $61,900 $81,669 $85,145 (2019) Demographics Projected HH Income Change 9.7% 9.9% 11.1% (2019-2024) Unemployment Rate 2.8% 2.6% 2.9% (Nov 2019) GDP Growth 1.9% 2.2% 2.7% Economics (2017-2018) Sources: S&P Global, U.S. Census, Bureau of Economic Analysis, me.gov, nh.gov, detma.org 27

Capital Position and Payout Capital Position EPS and Dividend Payout 14.36% 14.46% 14.44% $0.99 14.12% 13.97% $0.94 $0.91 $0.89 $0.85 8.49% 8.44% 8.66% 8.02% 8.21% $0.33 $0.30 $0.30 $0.30 $0.30 4Q18 1Q19 2Q19 3Q19 4Q19 4Q18 1Q19 2Q19 3Q19 4Q19 Total RBC Ratio Tangible Common Equity Ratio(1) Diluted EPS Dividend Per Share 1) This is a non-GAAP measure. Refer to the Company’s financial information filed with the SEC for the respective period. 28