UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-13695

(Exact name of registrant as specified in its charter)

Delaware		16-1213679
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5790 Widewaters Parkway, DeWitt, New York		13214-1883
(Address of principal executive offices)		(Zip Code)

(315) 445-2282

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

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, $1.00 par value per share		CBU		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~53,931,054~~53,909,917 shares of Common Stock, $1.00 par value per share, were outstanding on ~~October 31, 2021.~~April 30, 2022.

Table of Contents

TABLE OF CONTENTS


Part I.	Financial Information	Page

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Condition ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	3

	Consolidated Statements of Income Three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4

	Consolidated Statements of Comprehensive ~~Income~~Loss Three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	5

	Consolidated Statements of Changes in Shareholders’ Equity Three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	6

	Consolidated Statements of Cash Flows ~~Nine~~Three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	87

	Notes to the Consolidated Financial Statements ~~September 30, 2021~~March 31, 2022	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3630

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6048

Item 4.	Controls and Procedures	6249

Part II.	Other Information

Item 1.	Legal Proceedings	6250

Item 1A.	Risk Factors	6250

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6251

Item 3.	Defaults Upon Senior Securities	6352

Item 4.	Mine Safety Disclosures	6352

Item 5.	Other Information	6352

Item 6.	Exhibits	6453

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

COMMUNITY BANK SYSTEM, INC.

CONSOLIDATED STATEMENTS OF CONDITION (Unaudited)

(In Thousands, Except Share Data)


	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Assets:
Cash and cash equivalents	$	2,322,661	$	1,645,805	$	1,020,926	$	1,875,064
Available-for-sale investment securities (cost of $4,406,878 and $3,427,779, respectively)		4,358,371		3,547,892
Equity and other securities (cost of $44,069 and $46,511, respectively)		45,027		47,455
Loans held for sale, at fair value		117		1,622
Available-for-sale investment securities, includes pledged securities that can be sold or repledged of $436,813 and $485,414, respectively (cost of $6,191,809 and $4,980,102, respectively)						5,787,158		4,934,210
Equity and other securities (cost of $43,494 and $43,917, respectively)						44,458		44,879
Loans		7,282,582		7,415,952		7,422,253		7,373,639
Allowance for credit losses		(49,499)		(60,869)		(50,147)		(49,869)
Net loans		7,233,083		7,355,083		7,372,106		7,323,770

Goodwill, net		799,127		793,708
Goodwill						799,080		799,109
Core deposit intangibles, net		10,165		13,831		8,041		9,087
Other intangibles, net		58,812		39,109		55,917		56,139
Intangible assets, net		868,104		846,648		863,038		864,335

Premises and equipment, net		160,776		165,655		158,404		160,651
Accrued interest and fees receivable		34,072		39,031		38,592		35,894
Other assets		308,887		281,903		341,201		313,854

Total assets	$	15,331,098	$	13,931,094	$	15,625,883	$	15,552,657

Liabilities:
Noninterest-bearing deposits	$	3,864,951	$	3,361,768	$	4,036,563	$	3,921,663
Interest-bearing deposits		8,858,870		7,863,206		9,281,104		8,989,505
Total deposits		12,723,821		11,224,974		13,317,667		12,911,168

Securities sold under agreement to repurchase, short-term		316,763		284,008		300,531		324,720
Other Federal Home Loan Bank borrowings		2,912		6,658		1,864		1,888
Subordinated notes payable		3,283		3,303		3,270		3,277
Subordinated debt held by unconsolidated subsidiary trusts		0		77,320
Accrued interest and other liabilities		214,385		230,724		150,448		210,797
Total liabilities		13,261,164		11,826,987		13,773,780		13,451,850

Commitments and contingencies (See Note J)

Shareholders’ equity:
Preferred stock, $1.00 par value, 500,000 shares authorized, 0 shares issued		0		0		0		0
Common stock, $1.00 par value, 75,000,000 shares authorized; 54,071,989 and 53,754,599 shares issued, respectively		54,072		53,755
Common stock, $1.00 par value, 75,000,000 shares authorized; 54,163,637 and 54,092,421 shares issued, respectively						54,164		54,092
Additional paid-in capital		1,039,146		1,025,163		1,043,707		1,041,304
Retained earnings		1,037,936		960,183		1,082,107		1,058,286
Accumulated other comprehensive (loss) income		(63,826)		62,077
Treasury stock, at cost (146,002 shares, including 145,987 shares held by deferred compensation arrangements at September 30, 2021 and 161,472 shares including 161,457 shares held by deferred compensation arrangements at December 31, 2020, respectively)		(5,693)		(6,198)
Deferred compensation arrangements (145,987 and 161,457 shares, respectively)		8,299		9,127
Accumulated other comprehensive loss						(321,994)		(50,627)
Treasury stock, at cost (250,275 shares, including 132,759 shares held by deferred compensation arrangements at March 31, 2022 and 214,374 shares including 146,860 shares held by deferred compensation arrangements at December 31, 2021)						(13,464)		(10,610)
Deferred compensation arrangements (132,759 and 146,860 shares, respectively)						7,583		8,362
Total shareholders’ equity		2,069,934		2,104,107		1,852,103		2,100,807

Total liabilities and shareholders’ equity	$	15,331,098	$	13,931,094	$	15,625,883	$	15,552,657

~~The~~See accompanying notes ~~are an integral part of the~~to consolidated financial ~~statements.~~statements (unaudited).

Table of Contents

COMMUNITY BANK SYSTEM, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In Thousands, Except Per-Share Data)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021
Interest income:
Interest and fees on loans	$	75,825	$	79,646	$	231,446	$	236,931	$	72,514	$	79,714
Interest and dividends on taxable investments		17,361		14,881		49,325		45,633		22,592		15,175
Interest and dividends on nontaxable investments		2,480		2,963		7,920		9,113		2,590		2,776
Total interest income		95,666		97,490		288,691		291,677		97,696		97,665

Interest expense:
Interest on deposits		2,822		3,655		8,897		13,373		2,565		3,112
Interest on borrowings		195		292		716		1,280		221		268
Interest on subordinated notes payable		38		184		115		553		38		38
Interest on subordinated debt held by unconsolidated subsidiary trusts		0		394		293		1,501		0		293
Total interest expense		3,055		4,525		10,021		16,707		2,824		3,711

Net interest income		92,611		92,965		278,670		274,970		94,872		93,954
Provision for credit losses		(944)		1,945		(11,001)		17,313		906		(5,719)
Net interest income after provision for credit losses		93,555		91,020		289,671		257,657		93,966		99,673

Noninterest revenues:
Deposit service fees		15,442		14,260		43,758		42,722		16,155		14,080
Mortgage banking		460		3,908		1,479		6,199		155		688
Other banking services		996		924		2,830		2,574		739		854
Employee benefit services		29,923		25,159		83,933		74,593		29,580		26,533
Insurance services		9,176		8,531		25,538		24,772		10,409		8,153
Wealth management services		8,322		6,889		24,748		20,389		8,633		8,199
Unrealized (loss) gain on equity securities		(10)		(12)		14		(30)
Unrealized gain on equity securities										2		24
Total noninterest revenues		64,309		59,659		182,300		171,219		65,673		58,531

Noninterest expenses:
Salaries and employee benefits		62,883		57,280		178,407		170,252		61,648		57,632
Occupancy and equipment		9,867		10,134		31,437		30,627		10,952		11,300
Data processing and communications		12,966		12,096		38,123		33,342		12,659		12,391
Amortization of intangible assets		3,703		3,581		10,300		10,772		3,732		3,351
Legal and professional fees		3,352		2,365		8,885		8,577		3,617		3,034
Business development and marketing		2,383		3,145		7,071		7,162		2,743		2,030
Litigation accrual		(100)		2,950		(100)		2,950
Acquisition expenses		102		796		133		4,537		299		27
Other expenses		5,280		4,619		12,969		13,313		4,157		3,481
Total noninterest expenses		100,436		96,966		287,225		281,532		99,807		93,246

Income before income taxes		57,428		53,713		184,746		147,344		59,832		64,958
Income taxes		12,092		10,904		38,616		29,153		12,777		12,108
Net income	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055	$	52,850

Basic earnings per share	$	0.84	$	0.80	$	2.70	$	2.23	$	0.87	$	0.98
Diluted earnings per share	$	0.83	$	0.79	$	2.68	$	2.22	$	0.86	$	0.97

~~The~~See accompanying notes ~~are an integral part of the~~to consolidated financial ~~statements.~~statements (unaudited).

Table of Contents

COMMUNITY BANK SYSTEM, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME~~LOSS (Unaudited)

(In Thousands)


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2021		2020		2021		2020		2022		2021
Pension and other post retirement obligations:
Amortization of actuarial losses included in net periodic pension cost, gross	$	911	$	820	$	2,733	$	2,460	$	220	$	911
Tax effect		(219)		(197)		(657)		(591)		(54)		(219)
Amortization of actuarial losses included in net periodic pension cost, net		692		623		2,076		1,869		166		692
Amortization of prior service cost included in net periodic pension cost, gross		50		15		150		46		109		50
Tax effect		(12)		(4)		(36)		(11)		(26)		(12)
Amortization of prior service cost included in net periodic pension cost, net		38		11		114		35		83		38
Other comprehensive income related to pension and other post-retirement obligations, net of taxes		730		634		2,190		1,904
Other comprehensive income related to pension and other post retirement obligations, net of taxes										249		730

Unrealized (losses) gains on available-for-sale securities:
Net unrealized holding (losses) gains arising during period, gross		(21,268)		(8,821)		(168,621)		121,439
Unrealized losses on available-for-sale securities:
Net unrealized losses arising during period, gross										(358,759)		(227,427)
Tax effect		5,112		2,118		40,528		(29,155)		87,143		54,663
Net unrealized holding (losses) gains arising during period, net		(16,156)		(6,703)		(128,093)		92,284
Other comprehensive (loss) income related to unrealized gains (losses) on available-for-sale securities, net of taxes		(16,156)		(6,703)		(128,093)		92,284
Other comprehensive (loss) income, net of tax		(15,426)		(6,069)		(125,903)		94,188
Net unrealized losses arising during period, net										(271,616)		(172,764)
Other comprehensive loss related to unrealized losses on available-for-sale securities, net of taxes										(271,616)		(172,764)
Other comprehensive loss, net of tax										(271,367)		(172,034)
Net income		45,336		42,809		146,130		118,191		47,055		52,850
Comprehensive income	$	29,910	$	36,740	$	20,227	$	212,379
Comprehensive loss									$	(224,312)	$	(119,184)


	As of				As of
	September 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Accumulated Other Comprehensive (Loss) Income By Component:

Unrealized (loss) for pension and other post-retirement obligations	$	(35,384)	$	(38,267)
Accumulated Other Comprehensive Loss By Component:
Unrealized loss for pension and other post-retirement obligations					$	(20,295)	$	(20,624)
Tax effect		8,701		9,394		5,074		5,154
Net unrealized (loss) for pension and other post-retirement obligations		(26,683)		(28,873)

Unrealized (loss) gain on available-for-sale securities		(48,507)		120,114
Net unrealized loss for pension and other post-retirement obligations						(15,221)		(15,470)
Unrealized loss on available-for-sale securities						(404,652)		(45,893)
Tax effect		11,364		(29,164)		97,879		10,736
Net unrealized (loss) gain on available-for-sale securities		(37,143)		90,950

Accumulated other comprehensive (loss) income	$	(63,826)	$	62,077
Net unrealized loss on available-for-sale securities						(306,773)		(35,157)
Accumulated other comprehensive loss					$	(321,994)	$	(50,627)

~~The~~See accompanying notes ~~are an integral part of the~~to consolidated financial ~~statements.~~statements (unaudited).

Table of Contents

COMMUNITY BANK SYSTEM, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

Three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

(In Thousands, Except Share Data)

Accumulated









Common Stock

Additional

Other

Deferred

Shares

Amount

Paid-In

Retained

Comprehensive

Treasury

Compensation


Outstanding

Issued

Capital

Earnings

(Loss) Income

Stock

Arrangements

Total

Balance at June 30, 2021

53,918,695

$
54,064

$
1,037,088

$
1,015,742

$
(48,400)

$
(5,632)

$
8,238

$
2,061,100

Net income

45,336

45,336

Other comprehensive loss, net of tax

(15,426)

(15,426)

Dividends declared:



Common, $0.43 per share

(23,142)



(23,142)

Common stock activity under employee stock plans

8,122

8

464



472

Stock-based compensation

1,594





1,594

Treasury stock issued to benefit plans, net

(830)

(61)

61

0

Balance at September 30, 2021

53,925,987

$
54,072

$
1,039,146

$
1,037,936

$
(63,826)

$
(5,693)

$
8,299

$
2,069,934

Balance at June 30, 2020

53,514,216

$
53,672

$
1,019,291

$
916,002

$
90,031

$
(6,066)

$
8,995

$
2,081,925

Net income

42,809

42,809

Other comprehensive loss, net of tax

(6,069)

(6,069)

Cash dividends declared:

Common, $0.42 per share

(22,538)

(22,538)

Common stock activity under employee stock plans

24,584

26

1,092

1,118

Stock-based compensation

1,415

1,415

Treasury stock issued to benefit plans, net

(1,207)

(65)

65

0

Balance at September 30, 2020

53,537,593

$
53,698

$
1,021,798

$
936,273

$
83,962

$
(6,131)

$
9,060

$
2,098,660


								Accumulated
	Common Stock			Additional				Other				Deferred
	Shares	Amount		Paid-In		Retained		Comprehensive		Treasury		Compensation
	Outstanding	Issued		Capital		Earnings		(Loss) Income		Stock		Arrangements		Total

Balance at December 31, 2021	53,878,047	$	54,092	$	1,041,304	$	1,058,286	$	(50,627)	$	(10,610)	$	8,362	$	2,100,807

Net income							47,055								47,055

Other comprehensive loss, net of tax									(271,367)						(271,367)

Dividends declared:
Common, $0.43 per share							(23,234)								(23,234)

Common stock activity under employee stock plans	71,214		72		413										485

Stock-based compensation					1,886										1,886

Distribution of stock under deferred compensation arrangements	14,914				104						738		(842)		0

Treasury stock purchased	(50,000)										(3,529)				(3,529)

Treasury stock issued to benefit plans, net	(813)										(63)		63		0

Balance at March 31, 2022	53,913,362	$	54,164	$	1,043,707	$	1,082,107	$	(321,994)	$	(13,464)	$	7,583	$	1,852,103

Balance at December 31, 2020	53,593,127	$	53,755	$	1,025,163	$	960,183	$	62,077	$	(6,198)	$	9,127	$	2,104,107

Net income							52,850								52,850

Other comprehensive loss, net of tax									(172,034)						(172,034)

Dividends declared:
Common, $0.42 per share							(22,529)								(22,529)

Common stock activity under employee stock plans	264,775		264		7,065										7,329

Stock-based compensation					1,674										1,674

Distribution of stock under deferred compensation arrangements	18,089				323						694		(1,017)		0

Treasury stock issued to benefit plans, net	(1,012)										(68)		68		0

Balance at March 31, 2021	53,874,979	$	54,019	$	1,034,225	$	990,504	$	(109,957)	$	(5,572)	$	8,178	$	1,971,397

~~The~~See accompanying notes ~~are an integral part of the~~to consolidated financial ~~statements.~~statements (unaudited).

~~Table of Contents~~

~~COMMUNITY BANK SYSTEM, INC.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)~~

~~Nine months ended September 30, 2021 and 2020~~

~~(In Thousands, Except Share Data)~~

Accumulated

Common Stock

Additional

Other

Deferred

Shares

Amount

Paid-In

Retained

Comprehensive

Treasury

Compensation

Outstanding

Issued

Capital

Earnings

Income (Loss)

Stock

Arrangements

Total

Balance at December 31, 2020

53,593,127

$
53,755

$
1,025,163

$
960,183

$
62,077

$
(6,198)

$
9,127

$
2,104,107

Net income

146,130

146,130

Other comprehensive loss, net of tax

(125,903)

(125,903)

Cash dividends declared:

Common, $1.27 per share

(68,377)

(68,377)

Common stock activity under employee stock plans

317,390

317

8,824

9,141

Stock-based compensation

4,836

4,836

Distribution of stock under deferred compensation arrangements

18,089

323

694

(1,017)

0

Treasury stock issued to benefit plans, net

(2,619)

(189)

189

0

Balance at September 30, 2021

53,925,987

$
54,072

$
1,039,146

$
1,037,936

$
(63,826)

$
(5,693)

$
8,299

$
2,069,934

Balance at December 31, 2019

51,793,923

$
51,975

$
927,337

$
882,851

$
(10,226)

$
(6,823)

$
10,120

$
1,855,234

Net income

118,191

118,191

Other comprehensive income, net of tax

94,188

94,188

Cumulative effect of change in accounting Principle - Current Expected Credit Losses

1,140

1,140

Cash dividends declared:

Common, $1.24 per share

(65,909)

(65,909)

Common stock activity under employee stock ownership plans

359,934

360

13,781

14,141

Stock-based compensation

4,648

4,648

Stock issued for acquisition

1,363,259

1,363

75,579

76,942

Distribution of stock under deferred compensation arrangements

22,497

415

849

(1,264)

0

Treasury stock issued to benefit plans, net

(2,020)

38

(157)

204

85

Balance at September 30, 2020

53,537,593

$
53,698

$
1,021,798

$
936,273

$
83,962

$
(6,131)

$
9,060

$
2,098,660

~~The accompanying notes are an integral part of the consolidated financial statements~~

Table of Contents

COMMUNITY BANK SYSTEM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In Thousands)


	Nine Months Ended				Three Months Ended
	September 30,				March 31,
	2021		2020		2022		2021
Operating activities:
Net income	$	146,130	$	118,191	$	47,055	$	52,850
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		11,898		11,946		3,690		4,034
Amortization of intangible assets		10,300		10,772		3,732		3,351
Net accretion on securities, loans and borrowings		(17,260)		(7,954)		(4,547)		(7,127)
Stock-based compensation		4,836		4,648		1,886		1,674
Provision for credit losses		(11,001)		17,313		906		(5,719)
Amortization of mortgage servicing rights		397		266		109		135
Unrealized (gain) loss on equity securities		(14)		30
Unrealized gain on equity securities						(2)		(24)
Income from bank-owned life insurance policies		(1,500)		(1,398)		(440)		(480)
Net gain on sale of loans and other assets		(408)		(1,633)		(450)		(280)
Change in other assets and other liabilities		9,646		(26,944)		(1)		13,396
Net cash provided by operating activities		153,024		125,237		51,938		61,810
Investing activities:
Proceeds from maturities, calls, and paydowns of available-for-sale investment securities		313,913		219,503
Proceeds from maturities, calls and paydowns of available-for-sale investment securities						49,667		78,112
Proceeds from maturities and redemptions of equity and other investment securities		2,652		436		460		2,383
Purchases of available-for-sale investment securities		(1,284,544)		(91,381)		(1,256,723)		(546,733)
Purchases of equity and other securities		(210)		(3,064)		(37)		(10)
Net decrease (increase) in loans		141,491		(228,235)
Cash (paid) received for acquisitions, net of cash acquired of $541 and $55,973, respectively		(29,329)		34,360
Net (increase) decrease in loans						(49,556)		52,297
Cash paid for acquisitions, net of cash acquired of $0, and $0, respectively						(2,464)		0
Purchases of premises and equipment, net		(10,196)		(8,727)		(2,214)		(876)
Real estate tax credit investments		(586)		(1,071)		(247)		(155)
Net cash used in investing activities		(866,809)		(78,179)		(1,261,114)		(414,982)
Financing activities:
Net increase in deposits		1,498,847		1,609,349		406,499		979,263
Net decrease in borrowings		29,009		28,690		(24,213)		(26,940)
Payments on subordinated debt held by unconsolidated subsidiary trusts		(77,320)		(2,062)		0		(77,320)
Issuance of common stock		9,141		14,141		485		7,329
Purchases of treasury stock		(189)		(204)		(3,592)		(68)
Sales of treasury stock		0		85
Increase in deferred compensation arrangements		189		204		63		68
Cash dividends paid		(67,823)		(64,593)		(23,235)		(22,553)
Withholding taxes paid on share-based compensation		(1,213)		(1,177)		(969)		(1,065)
Net cash provided by financing activities		1,390,641		1,584,433		355,038		858,714
Change in cash and cash equivalents		676,856		1,631,491		(854,138)		505,542
Cash and cash equivalents at beginning of period		1,645,805		205,030		1,875,064		1,645,805
Cash and cash equivalents at end of period	$	2,322,661	$	1,836,521	$	1,020,926	$	2,151,347

Supplemental disclosures of cash flow information:
Cash paid for interest	$	10,722	$	16,927	$	2,839	$	4,351
Cash paid for income taxes		34,067		28,705		3,344		2,701

Supplemental disclosures of noncash financing and investing activities:
Dividends declared and unpaid		23,249		22,658		23,234		22,671
Transfers from loans to other real estate		281		1,192		203		63

Acquisitions:
Common stock issued		0		76,942
Fair value of assets acquired, excluding acquired cash and intangibles		1,324		547,654
Fair value of liabilities assumed		1,101		529,177

~~The~~See accompanying notes ~~are an integral part of the~~to consolidated financial ~~statements.~~statements (unaudited).

Table of Contents

COMMUNITY BANK SYSTEM, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~SEPTEMBER 30, 2021~~MARCH 31, 2022

NOTE A: BASIS OF PRESENTATION

The interim financial data as of and for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 is unaudited; however, in the opinion of Community Bank System, Inc. (the “Company”), the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary ~~for a fair statement of~~to present fairly the results for the interim periods in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and Article 10 of Regulation S-X. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. The Company’s unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission (“SEC”) on March 1, ~~2021.~~2022.

NOTE B: ACQUISITIONS

~~Subsequent Event~~Pending Acquisition

On October 4, 2021, the Company announced that itCommunity Bank, N.A. (the “Bank”) had entered into an agreement to acquire Elmira Savings Bank ~~("Elmira"~~(“Elmira”), a 12 branch banking franchise headquartered in Elmira, New York, for $82.8 million in cash. The acquisition will enhance the Company’s presence in five counties in New York’s Southern Tier and Finger Lakes regions. The merger was approved by the shareholders of Elmira ~~had total assets of $648.7 million, total deposits of $551.2 million,~~on December 14, 2021. Regulatory approval has been received and ~~net loans of $465.3 million at June 30, 2021. The~~the Company expects to complete the acquisition in the ~~first~~second quarter of 2022, subject to customary closing ~~conditions, including approval by~~conditions. The Company expects to incur certain one-time, transaction-related costs in connection with the ~~shareholders of~~ Elmira ~~and required regulatory approval.~~acquisition.

Current and Prior Period Acquisitions

On ~~August 2, 2021,~~January 1, 2022, the Company, through its subsidiary OneGroup NY, Inc. (“OneGroup”), completed acquisitions of certain assets of three insurance agencies for an aggregate amount of $2.5 million in cash. The Company recorded a $2.5 million customer list intangible asset in conjunction with the acquisitions. The effects of the acquired assets have been included in the consolidated financial statements since that date. Revenues of approximately $0.3 million and direct expenses of approximately $0.1 million were included in the consolidated income statement for the three months ended March 31, 2022.

On August 2, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets and liabilities of the Thomas Gregory Associates Insurance Brokers, Inc. (“TGA”), a specialty-lines insurance broker based in the Boston, Massachusetts area, for $11.6 million in cash plus contingent consideration with a fair value at acquisition date of $1.5 million. The Company recorded a $10.9 million customer list intangible asset and $2.2 million of goodwill in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of approximately ~~$0.3~~$1.5 million and direct expenses of approximately ~~$0.2~~$0.4 million from TGA were included in the consolidated income statement for the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022.

The acquisition of TGA includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on the future retained revenue of TGA over a three-year period. Amounts are payable in two payments, the first of which is two years after the acquisition date, and the second three years after the acquisition date. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $3.4 million. The fair value of the contingent consideration recognized on the acquisition date of $1.5 million was estimated by applying the income ~~approach. That~~approach, a measure that is based on significant Level 3 inputs not readily observable in the market. Key assumptions at the date of acquisition include (1) a discount rate range of 0.82% to 1.09%, and (2) probability adjusted level of retained revenue between $2.3 million and $3.8 million.

The contingent consideration related to the TGA acquisition was revalued at December 31, 2021. The range of the undiscounted amounts the Company could pay under the agreement remained at between 0 and $3.4 million. Key assumptions include (1) a discount rate range of 1.38% to 1.65%, and (2) probability adjusted level of retained revenue between $3.0 million and $3.4 million. Based on the results of the revaluation, no adjustments were made to the fair value of the contingent consideration related to the TGA acquisition at December 31, 2021 or March 31, 2022.

Table of Contents

On July 1, 2021, the Company, through its subsidiary Benefit Plans Administrative Services, Inc. (“BPA”), completed its acquisition of Fringe Benefits Design of Minnesota, Inc. ~~("FBD"~~(“FBD”) for $15.4 million in cash plus contingent consideration with a fair value at acquisition date of $1.4 million. The Company recorded a ~~$14.0~~$14.0 million customer list intangible asset and ~~$2.1~~$2.0 million of goodwill in conjunction with the acquisition. The effects of the acquired assets have been included in the consolidated financial statements since that date. Revenues of approximately $1.4 million and direct expenses of approximately $1.1 million from FBD were included in the consolidated income statement for the three ~~and nine~~ months ended ~~September 30, 2021.~~March 31, 2022.

~~Table of Contents~~

The acquisition of FBD includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on the future retained revenue of FBD over a two-year period. Amounts are payable three years after the acquisition date. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $2.7 million. The fair value of the contingent consideration recognized on the acquisition date of $1.4 million was estimated by applying the income ~~approach. That~~approach; a measure that is based on significant Level 3 inputs not readily observable in the market. Key assumptions at the date of acquisition include (1) a discount rate of 1.05%, and (2) probability adjusted level of retained revenue between $5.6 million and $5.8 million.

The contingent consideration related to the FBD acquisition was revalued at December 31, 2021. The range of the undiscounted amounts the Company could pay under the agreement remained at between 0 and $2.7 million. Key assumptions include (1) a discount rate of 1.50%, and (2) probability adjusted level of retained revenue between $5.6 million and $5.8 million. Based on the results of the revaluation, the Company recorded a $0.2 million acquisition-related contingent consideration adjustment in the consolidated statements of income related to the FBD acquisition, resulting in an adjusted fair value of $1.6 million at December 31, 2021. No adjustment was made at March 31, 2022.

On June 1, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets and liabilities of NuVantage Insurance Corp. ~~("NuVantage"~~(“NuVantage”), an insurance agency headquartered in Melbourne, Florida. The Company paid $2.9 million in cash and recorded a $1.4 million customer list intangible asset and $1.4 million of goodwill in conjunction with the acquisition. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues of approximately $0.3 ~~million and $0.4~~ million and direct expenses of approximately $0.3 million from NuVantage were included in the consolidated income statement for the three ~~and nine~~ months ended ~~September 30, 2021, respectively.~~

On June 12, 2020, the Company completed its merger with Steuben Trust Corporation (“Steuben”), parent company of Steuben Trust Company, a New York State chartered bank headquartered in Hornell, New York, for $98.6 million in Company stock and cash, comprised of $21.6 million in cash and the issuance of 1.36 million shares of common stock. The merger extended the Company’s footprint into 2 new counties in Western New York State, and enhanced the Company’s presence in 4 Western New York State counties in which it had already operated. In connection with the merger, the Company added 11 full-service offices to its branch service network and acquired $607.8 million of assets, including $339.7 million of loans and $180.5 million of investment securities, as well as $516.3 million of deposits. Goodwill of $20.0 million was recognized as a result of the merger. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. Revenues, excluding interest income on acquired investments, interest income on acquired consumer indirect loans, and revenues associated with acquired loans and deposits consolidated into the legacy branch network, of approximately $3.3 million and $9.8 million, and direct expenses, which may not include certain shared expenses, of approximately $1.4 million and $3.9 million from Steuben were included in the consolidated income statement for the three and nine months ended September 30, 2021. The Company incurred certain one-time, transaction-related costs in 2020 in connection with the Steuben acquisition.March 31, 2022.

The assets and liabilities assumed in the acquisitions were recorded at their estimated fair values based on management’s best estimates using information available at the dates of the acquisitions, and ~~are~~were subject to adjustment based on updated information not available at the time of the acquisitions. Through the ~~third~~first quarter of ~~2021,~~2022, the carrying amount of other liabilities associated with the ~~Steuben~~FBD acquisition ~~decreased by $0.3 million~~was adjusted as a result of an adjustment to ~~accrued income taxes and deferred income taxes. Goodwill associated with~~working capital based on the ~~Steuben acquisition decreased $0.3 million as a result of this adjustment.~~purchase agreement.

The acquisitions generally expanded the Company’s ~~geographical~~geographic presence in New York, Florida, Massachusetts, and Minnesota, and management expects that the Company will benefit from greater geographic diversity and the advantages of other synergistic business development opportunities.

~~Table of Contents~~

The following table summarizes the estimated fair value of the assets acquired and liabilities ~~assumed after considering the measurement period adjustments described above:~~assumed:


	2021								2020		2022		2021
(000s omitted)	TGA		FBD		NuVantage		Total		Steuben		Total⁽¹⁾		TGA		FBD		NuVantage		Total
Consideration:
Cash	$	11,620	$	15,350	$	2,900	$	29,870	$	21,613	$	2,464	$	11,620	$	15,350	$	2,900	$	29,870
Community Bank System, Inc. common stock		0		0		0		0		76,942
Contingent consideration		1,500		1,400		0		2,900		0		0		1,500		1,400		0		2,900
Total net consideration		13,120		16,750		2,900		32,770		98,555		2,464		13,120		16,750		2,900		32,770
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		0		541		0		541		55,973		0		0		541		0		541
Investment securities		0		0		0		0		180,497
Loans, net of allowance for credit losses on PCD loans		0		0		0		0		339,017
Premises and equipment, net		279		282		199		760		7,764		0		279		282		199		760
Accrued interest and fees receivable		0		0		0		0		2,701
Other assets		0		564		0		564		17,675		0		0		579		0		579
Core deposit intangibles		0		0		0		0		2,928
Other intangibles		10,900		14,000		1,437		26,337		1,196		2,464		10,900		14,000		1,437		26,337
Deposits		0		0		0		0		(516,274)
Other liabilities		(229)		(698)		(174)		(1,101)		(4,841)		0		(229)		(669)		(174)		(1,072)
Other Federal Home Loan Bank borrowings		0		0		0		0		(6,000)
Subordinated debt held by unconsolidated subsidiary trusts		0		0		0		0		(2,062)
Total identifiable assets, net		10,950		14,689		1,462		27,101		78,574		2,464		10,950		14,733		1,462		27,145
Goodwill	$	2,170	$	2,061	$	1,438	$	5,669	$	19,981	$	0	$	2,170	$	2,017	$	1,438	$	5,625

~~The Company acquired loans from Steuben~~⁽¹⁾ Includes amounts for ~~which there was evidence of a more-than-insignificant deterioration~~all OneGroup acquisitions completed in credit quality since origination (purchased credit deteriorated (“PCD”) loans). PCD loans are initially recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded as provision for (or reversal of) credit losses. There were no investment securities acquired from Steuben for which there was evidence of a more-than-insignificant deterioration in credit quality since origination. The carrying amount of those loans is as follows at the date of acquisition:

(000s omitted)

PCD Loans
Par value of PCD loans at acquisition

$
35,906
Allowance for credit losses at acquisition

(668)
Non-credit premium at acquisition

103
Fair value of PCD loans at acquisition

$
35,341

2022.

119

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Acquired loans that are deemed to not have experienced a more-than-insignificant credit deterioration since origination are considered non-PCD. At the acquisition date, a fair value adjustment is recorded that includes both credit and interest rate considerations. Fair value adjustments may be discounts (or premiums) to a loan’s cost basis and are accreted (or amortized) to interest income over the loan’s remaining life. Fair value adjustments for revolving loans are accreted (or amortized) using a straight line method. Term loans are accreted (or amortized) using the constant effective yield method. A provision for credit losses is also recorded at acquisition for the credit considerations on non-PCD loans. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans are the same as originated loans and subsequent changes to the allowance for credit losses are recorded as provision for (or reversal of) credit losses. The following is a summary of the remaining loans acquired from Steuben for which there was no evidence of a more-than-insignificant deterioration in credit quality since origination at the date of acquisition:

(000s omitted)

Non-PCD Loans
Contractually required principal and interest at acquisition

$
400,738
Contractual cash flows not expected to be collected

(2,994)
Expected cash flows at acquisition

397,744
Interest component of expected cash flows

(94,068)
Fair value of non-PCD loans at acquisition

$
303,676

The ~~fair value of the Company’s common stock issued for the Steuben acquisition was determined using the market close price of the stock on June 12, 2020.~~

The fair value of checking, savings, and money market deposit accounts acquired were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificate of deposit accounts were valued at the present value of the certificates’ expected contractual payments discounted at market rates for similar certificates.

~~The core deposit intangibles and~~ other intangibles related to the ~~Steuben~~NuVantage acquisition and ~~NuVantage~~the OneGroup asset acquisitions completed in 2022 are being amortized using an accelerated method over their estimated useful of life of eight ~~years.~~years for NuVantage and two of the 2022 OneGroup asset acquisitions, and ten years for the third 2022 OneGroup asset acquisition. The other intangibles related to the TGA and FBD acquisitions are being amortized using an accelerated method over their estimated useful life of 13 years and 15 years, respectively. The goodwill, which is not amortized for book purposes, was assigned to the ~~Banking segment for the~~ ~~Steuben~~ ~~acquisition, the~~ All Other segment for the NuVantage and TGA acquisitions, and the Employee Benefit Services segment for the FBD acquisition. Goodwill arising from the ~~Steuben and~~ FBD ~~acquisitions~~acquisition is not deductible for tax purposes. Goodwill arising from the NuVantage and TGA acquisitions is deductible for tax purposes.

Direct costs related to the acquisitions were expensed as incurred. Merger and acquisition integration-related expenses were ~~$0.1~~$0.3 million during the three ~~and nine~~ months ended ~~September 30, 2021 and amounted to $0.8 million and $4.5 million during the three and nine months ended September 30, 2020, respectively,~~March 31, 2022, and have been separately stated in the consolidated statements of income.

~~Supplemental Pro Forma Financial Information~~

~~The following unaudited condensed pro forma information assumes the Steuben~~ Merger and acquisition ~~had been completed as of January 1, 2019~~integration-related expenses were immaterial for the three ~~and nine~~ months ended September 30, 2020 and September 30, 2019. The table below has been prepared for comparative purposes only and is not necessarily indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the year presented, nor is it indicative of the Company’s future results. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing opportunities nor anticipated cost savings that may have occurred as a result of the integration and consolidation of the acquisitions.March 31, 2021.

~~Table of Contents~~

The pro forma information set forth below reflects the historical results of Steuben combined with the Company’s consolidated statements of income with adjustments related to (a) certain purchase accounting fair value adjustments and (b) amortization of customer lists and core deposit intangibles. Acquisition-related expenses totaling $0.8 million and $4.4 million for the three and nine months ended September 30, 2020 related to Steuben were included in the pro forma information as if they were incurred in the first quarter of 2019.

Pro Forma (Unaudited)

Pro Forma (Unaudited)

Three Months Ended

Nine Months Ended
(000’s omitted)

September 30, 2020

September 30, 2019

September 30, 2020

September 30, 2019
Total revenue, net of interest expense

$
152,634

$
154,221

$
456,740

$
457,399
Net income

43,472

40,695

124,338

126,874

NOTE C: ACCOUNTING POLICIES

The accounting policies of the Company, as applied in the consolidated interim financial statements presented herein, are substantially the same as those followed on an annual basis as presented on pages 7976 through 9288 of the Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission (“SEC”) on March 1, ~~2021~~2022 except as noted below.

The extent to which the novel coronavirus (“COVID-19”) impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact national and international macroeconomic conditions including interest rates, inflation, unemployment rates, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of ~~September 30, 2021~~March 31, 2022 and through the date of this Quarterly Report on Form 10-Q. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses, decrease in fee and interest income, and the carrying value of the goodwill and other long-lived assets. While there was not a material impact to the Company’s consolidated financial statements as of and for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to the Company’s consolidated financial statements in future reporting periods.

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of ~~September 30, 2021, $33.9~~March 31, 2022, $29.0 million of accounts receivable, including ~~$8.5~~$10.0 million of unbilled fee revenue, and ~~$3.1~~$3.0 million of unearned revenue, was recorded in the consolidated statements of condition. As of December 31, ~~2020, $30.3~~2021, $31.6 million of accounts receivable, including ~~$7.7~~$9.1 million of unbilled fee revenue, and ~~$1.4~~$2.2 million of unearned revenue, was recorded in the consolidated statements of condition.

~~Recently Adopted Accounting Pronouncements~~

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (Subtopic 715-20)~~. The updated guidance removed the requirements to identify amounts that are expected to be reclassified out of accumulated other comprehensive income and recognized as components of net periodic benefit cost in the next fiscal year, as well as the effects of a one-percentage-point change in assumed health care cost trend rates on service and interest cost and on the postretirement benefit obligation. The updated guidance added annual disclosure requirements for the weighted-average interest crediting rates for cash balance plans and other plans with interest crediting rates, and explanations for significant gains and losses related to changes in the benefit obligation for the period. This new guidance is effective retrospectively for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company adopted this guidance on January 1, 2021 and determined the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

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~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Simplifying the~~Recently Adopted Accounting ~~for Income Taxes (Topic 740)~~. The updated guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, and clarifying and amending existing guidance to improve consistent application. This new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted in any interim periods for which financial statements have not been issued. The Company adopted this guidance on January 1, 2021 and determined the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

~~New Accounting~~ Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848). The updated guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this guidance apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This new guidance is effective as of March 12, 2020 through December 31, 2022. Adoption is permitted in any interim periods for which financial statements have not been issued. ~~While~~The Company has established a working group that includes multiple functions to guide the transition from LIBOR to alternative reference rates. The Company has identified all known LIBOR exposures, created a preliminary plan to address the exposures, and new originations either do not ~~expected~~utilize LIBOR or replacement rate language, provisions, and conventions have been specified. The Company continues to beevaluate its exposure to LIBOR and communicate with all stakeholders in order to facilitate the transition. The Company adopted this guidance on January 1, 2022 and determined that this guidance does not have a material toimpact on the ~~Company due to its insignificant~~Company’s consolidated financial statements as the Company's exposure to LIBOR-based loans and financial instruments ~~the Company~~ is ~~currently evaluating the impact the adoption of this guidance will have on the Company’s consolidated financial statements.~~insignificant.

In August 2021, the FASB issued ASU 2021-06, Presentation of Financial Statements (Topic 205), Financial Services-Depository and Lending (Topic 942),and Financial Services-Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10786,, Amendments to Financial Disclosures about Acquired and Disposed Businesses,, and No. ~~33-~~~~10835~~,33-10835, Update of Statistical Disclosures for Bank and Savings and Loan ~~Registrants~~.Registrants. This ASU incorporates recent SEC rule changes into the FASB Codification, including SEC Final Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses,, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan ~~Registrants~~.Registrants. The amendments in this update are effective upon addition to the FASB Codification and the Company determined that this guidance does not have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which addresses and amends areas identified by the FASB as part of its post-implementation review of the accounting standard that introduced the current expected credit losses (“CECL”) model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross charge-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for entities that have adopted the CECL accounting standard. Early adoption, however, is permitted if an entity has adopted the CECL accounting standard. While the guidance will result in expanded disclosures, the Company does not expect the adoption of this standard will have a material impact on the Company’s consolidated financial statements.

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NOTE D: INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:


	September 30, 2021								December 31, 2020								March 31, 2022								December 31, 2021
			Gross		Gross						Gross		Gross						Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(000’s omitted)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Available-for-Sale Portfolio:
U.S. Treasury and agency securities	$	3,467,053	$	44,279	$	118,072	$	3,393,260	$	2,423,236	$	94,741	$	16,595	$	2,501,382	$	5,200,931	$	4,301	$	373,145	$	4,832,087	$	4,064,624	$	39,997	$	106,057	$	3,998,564
Obligations of state and political subdivisions		404,531		17,654		220		421,965		451,028		24,632		0		475,660		488,659		4,220		16,724		476,155		413,019		17,326		56		430,289
Government agency mortgage-backed securities		503,548		11,232		4,104		510,676		506,540		16,280		182		522,638		476,790		1,213		23,756		454,247		474,506		7,615		5,065		477,056
Corporate debt securities		8,000		84		6		8,078		4,499		137		1		4,635		8,000		0		503		7,497		8,000		39		77		7,962
Government agency collateralized mortgage obligations		23,746		647		1		24,392		42,476		1,111		10		43,577		17,429		32		289		17,172		19,953		410		24		20,339
Total available-for-sale portfolio	$	4,406,878	$	73,896	$	122,403	$	4,358,371	$	3,427,779	$	136,901	$	16,788	$	3,547,892	$	6,191,809	$	9,766	$	414,417	$	5,787,158	$	4,980,102	$	65,387	$	111,279	$	4,934,210

Equity and other Securities:
Equity and Other Securities:
Equity securities, at fair value	$	251	$	208	$	0	$	459	$	251	$	194	$	0	$	445	$	251	$	214	$	0	$	465	$	251	$	212	$	0	$	463
Federal Home Loan Bank common stock		7,251		0		0		7,251		7,468		0		0		7,468		7,181		0		0		7,181		7,188		0		0		7,188
Federal Reserve Bank common stock		33,916		0		0		33,916		33,916		0		0		33,916		33,568		0		0		33,568		33,916		0		0		33,916
Other equity securities, at adjusted cost		2,651		750		0		3,401		4,876		750		0		5,626		2,494		750		0		3,244		2,562		750		0		3,312
Total equity and other securities	$	44,069	$	958	$	0	$	45,027	$	46,511	$	944	$	0	$	47,455	$	43,494	$	964	$	0	$	44,458	$	43,917	$	962	$	0	$	44,879

A summary of investment securities that have been in a continuous unrealized loss position is as follows:

As of ~~September 30, 2021~~March 31, 2022


	Less than 12 Months					12 Months or Longer					Total					Less than 12 Months					12 Months or Longer					Total
				Gross					Gross					Gross					Gross					Gross					Gross
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized					Unrealized					Unrealized					Unrealized
(000’s omitted)	#	Value		Losses		#	Value		Losses		#	Value		Losses		#	Fair Value		Losses		#	Fair Value		Losses		#	Fair Value		Losses

Available-for-Sale Portfolio:
U.S. Treasury and agency securities	38	$	1,223,230	$	41,243	8	$	579,793	$	76,829	46	$	1,803,023	$	118,072	94	$	3,308,837	$	179,251	18	$	894,753	$	193,894	112	$	4,203,590	$	373,145
Obligations of state and political subdivisions	21		16,608		220	0		0		0	21		16,608		220	292		244,080		16,724	0		0		0	292		244,080		16,724
Government agency mortgage-backed securities	117		169,915		3,528	20		18,069		576	137		187,984		4,104	431		289,183		12,368	85		107,216		11,388	516		396,399		23,756
Corporate debt securities	1		4,994		6	0		0		0	1		4,994		6	2		7,497		503	0		0		0	2		7,497		503
Government agency collateralized mortgage obligations	5		1,088		1	1		73		0	6		1,161		1	38		14,289		289	1		31		0	39		14,320		289
Total available-for-sale investment portfolio	182	$	1,415,835	$	44,998	29	$	597,935	$	77,405	211	$	2,013,770	$	122,403	857	$	3,863,886	$	209,135	104	$	1,002,000	$	205,282	961	$	4,865,886	$	414,417

1512

Table of Contents

As of December 31, ~~2020~~2021


	Less than 12 Months					12 Months or Longer					Total					Less than 12 Months					12 Months or Longer					Total
				Gross					Gross					Gross					Gross					Gross					Gross
		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized					Unrealized					Unrealized					Unrealized
(000’s omitted)	#	Value		Losses		#	Value		Losses		#	Value		Losses		#	Fair Value		Losses		#	Fair Value		Losses		#	Fair Value		Losses

Available-for-Sale Portfolio:
U.S. Treasury and agency securities	13	$	831,015	$	16,595	0	$	0	$	0	13	$	831,015	$	16,595	47	$	1,224,101	$	14,873	13	$	900,462	$	91,184	60	$	2,124,563	$	106,057
Obligations of state and political subdivisions	1		358		0	0		0		0	1		358		0	27		23,966		56	0		0		0	27		23,966		56
Government agency mortgage-backed securities	89		75,992		182	2		14		0	91		76,006		182	147		139,442		2,475	52		67,273		2,590	199		206,715		5,065
Corporate debt securities	1		1,001		1	0		0		0	1		1,001		1	1		4,923		77	0		0		0	1		4,923		77
Government agency collateralized mortgage obligations	13		5,246		10	1		0		0	14		5,246		10	18		3,146		24	1		53		0	19		3,199		24
Total available-for-sale investment portfolio	117	$	913,612	$	16,788	3	$	14	$	0	120	$	913,626	$	16,788	240	$	1,395,578	$	17,505	66	$	967,788	$	93,774	306	$	2,363,366	$	111,279

The unrealized losses reported pertaining to securities issued by the U.S. government and its sponsored entities, include treasuries, agencies, and mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, which are currently rated AAA by Moody’s Investor Services, AA+ by Standard & Poor’s and are guaranteed by the U.S. government. The majority of the obligations of state and political subdivisions ~~and corporations~~ carry a credit rating of A or better. Additionally, a ~~portion~~majority of the obligations of state and political subdivisions carry a secondary level of credit enhancement. The Company holds two corporate debt securities in an unrealized loss position, which are currently rated A- or better, and the issuer of the securities both show a low risk of default. The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell these securities prior to recovery of the amortized cost. Timely principal and interest payments continue to be made on the securities. The unrealized losses in the portfolios are primarily attributable to changes in interest rates. As such, management does not believe any individual unrealized loss as of ~~September 30, 2021~~March 31, 2022 represents credit losses and no0 unrealized losses have been recognized ~~into~~in the provision for credit ~~loss expense.~~losses. Accordingly, there is 0no allowance for credit losses on the Company’s available-for-sale portfolio as of ~~September 30, 2021.~~March 31, 2022. Accrued interest receivable on available-for-sale debt securities, included in accrued interest and fees receivable on the consolidated statements of condition, totaled ~~$12.5~~$17.2 million at ~~September 30, 2021~~March 31, 2022 and is excluded from the estimate of credit losses.

The amortized cost and estimated fair value of debt securities at ~~September 30, 2021,~~March 31, 2022, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, including government agency mortgage-backed securities and government agency collateralized mortgage obligations, are shown separately.


	Available-for-Sale				Available-for-Sale
	Amortized		Fair		Amortized
(000’s omitted)	Cost		Value		Cost		Fair Value
Due in one year or less	$	187,457	$	189,642	$	152,902	$	153,690
Due after one through five years		693,642		715,779		1,801,393		1,757,237
Due after five years through ten years		1,506,410		1,515,582		2,163,695		2,038,048
Due after ten years		1,492,075		1,402,300		1,579,600		1,366,764
Subtotal		3,879,584		3,823,303		5,697,590		5,315,739
Government agency mortgage-backed securities		503,548		510,676		476,790		454,247
Government agency collateralized mortgage obligations		23,746		24,392		17,429		17,172
Total	$	4,406,878	$	4,358,371	$	6,191,809	$	5,787,158

Table of Contents

Investment securities with a carrying value of ~~$2.48~~$2.51 billion and ~~$2.03~~$2.32 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, were pledged to collateralize certain deposits and borrowings. Securities pledged to collateralize certain deposits and borrowings included ~~$475.0~~$436.8 million and ~~$473.4~~$485.4 million of U.S. Treasury securities that were pledged as collateral for securities sold under agreement to repurchase at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. All securities sold under agreement to repurchase as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 have an overnight and continuous maturity.

~~Table of Contents~~

NOTE E: LOANS AND ALLOWANCE FOR CREDIT LOSSES

The segments of the Company’s loan portfolio are summarized as follows:


	September 30,		December 31,		March 31,		December 31,
(000’s omitted)	2021		2020		2022		2021
Business lending	$	3,092,177	$	3,440,077	$	3,102,533	$	3,075,904
Consumer mortgage		2,470,974		2,401,499		2,592,586		2,556,114
Consumer indirect		1,168,378		1,021,885		1,176,373		1,189,749
Consumer direct		155,602		152,657		152,445		153,811
Home equity		395,451		399,834		398,316		398,061
Gross loans, including deferred origination costs		7,282,582		7,415,952		7,422,253		7,373,639
Allowance for credit losses		(49,499)		(60,869)		(50,147)		(49,869)
Loans, net of allowance for credit losses	$	7,233,083	$	7,355,083	$	7,372,106	$	7,323,770

The following table presents the aging of the amortized cost basis of the Company’s past due loans ~~including PCD loans,~~ by segment as of ~~September 30, 2021:~~March 31, 2022:


	Past Due		90+ Days Past										Past Due		90+ Days Past
	30 – 89		Due and				Total						30 – 89		Due and				Total
(000’s omitted)	Days		Still Accruing		Nonaccrual		Past Due		Current		Total Loans		Days		Still Accruing		Nonaccrual		Past Due		Current		Total Loans
Business lending	$	5,109	$	148	$	47,820	$	53,077	$	3,039,100	$	3,092,177	$	6,957	$	39	$	13,759	$	20,755	$	3,081,778	$	3,102,533
Consumer mortgage		8,869		1,288		15,605		25,762		2,445,212		2,470,974		8,768		3,522		16,097		28,387		2,564,199		2,592,586
Consumer indirect		8,638		131		0		8,769		1,159,609		1,168,378		7,936		33		0		7,969		1,168,404		1,176,373
Consumer direct		608		19		1		628		154,974		155,602		750		0		1		751		151,694		152,445
Home equity		1,991		288		2,541		4,820		390,631		395,451		1,610		222		2,356		4,188		394,128		398,316
Total	$	25,215	$	1,874	$	65,967	$	93,056	$	7,189,526	$	7,282,582	$	26,021	$	3,816	$	32,213	$	62,050	$	7,360,203	$	7,422,253

The following table presents the aging of the amortized cost basis of the Company’s past due loans ~~including PCD loans,~~ by segment as of December 31, ~~2020:~~2021:


	Past Due		90+ Days Past										Past Due		90+ Days Past
	30 – 89		Due and				Total						30 – 89		Due and				Total
(000’s omitted)	Days		Still Accruing		Nonaccrual		Past Due		Current		Total Loans		Days		Still Accruing		Nonaccrual		Past Due		Current		Total Loans
Business lending	$	4,896	$	59	$	55,709	$	60,664	$	3,379,413	$	3,440,077	$	5,540	$	99	$	24,105	$	29,744	$	3,046,160	$	3,075,904
Consumer mortgage		13,236		3,051		14,970		31,257		2,370,242		2,401,499		10,297		3,328		15,027		28,652		2,527,462		2,556,114
Consumer indirect		13,161		219		1		13,381		1,008,504		1,021,885		9,611		87		0		9,698		1,180,051		1,189,749
Consumer direct		1,170		28		3		1,201		151,456		152,657		796		22		1		819		152,992		153,811
Home equity		2,296		565		2,246		5,107		394,727		399,834		1,778		272		2,532		4,582		393,479		398,061
Total	$	34,759	$	3,922	$	72,929	$	111,610	$	7,304,342	$	7,415,952	$	28,022	$	3,808	$	41,665	$	73,495	$	7,300,144	$	7,373,639

The delinquency status for loans on payment deferment due to COVID-19 financial hardship were reported at ~~September 30, 2021~~March 31, 2022 based on their delinquency status at the execution date of the payment deferment, unless subsequent to the execution date of the payment deferment, the borrower made all required past due payments to bring the loan to current status. Certain loans under extended pandemic-related forbearance were reclassified to nonaccrual status.

NaN interest income on nonaccrual loans was recognized during the three ~~and nine~~ months ended ~~September 30, 2021 and 2020.~~March 31, 2022. An immaterial amount of accrued interest was written off on nonaccrual loans by reversing interest ~~income in both periods.~~income.

1714

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The Company uses several credit quality indicators to assess credit risk in an ongoing manner. The Company’s primary credit quality indicator for its business lending portfolio is an internal credit risk rating system that categorizes loans as “pass”, “special mention”, “classified”, or “doubtful”. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. Loans that were granted COVID-19 related financial hardship payment deferrals were reviewed on a case-by-case basis for downgrades into lower credit risk ratings. Loans on payment deferral will continue to be monitored for indications of deterioration that could result in future downgrades. In general, the following are the definitions of the Company’s credit quality indicators:


Pass		The condition of the borrower and the performance of the loans are satisfactory or better.
Special Mention		The condition of the borrower has deteriorated although the loan performs as agreed. Loss may be incurred at some future date, if conditions deteriorate further.
Classified		The condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate and incur loss, if deficiencies are not corrected.
Doubtful		The condition of the borrower has deteriorated to the point that collection of the balance is improbable based on current facts and conditions and loss is likely.

The following tables show the amount of business lending loans by credit quality category at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


																	Term Loans Amortized Cost Basis by Origination Year
													Revolving																Revolving
													Loans																Loans
(000’s omitted)	Term Loans Amortized Cost Basis by Origination Year												Amortized																Amortized
September 30, 2021	2021		2020		2019		2018		2017		Prior		Cost Basis		Total
March 31, 2022																	2022		2021		2020		2019		2018		Prior		Cost Basis		Total
Business lending:
Risk rating
Pass	$	418,709	$	365,951	$	339,050	$	261,444	$	179,753	$	624,089	$	501,995	$	2,690,991	$	117,222	$	483,382	$	334,060	$	317,223	$	242,680	$	742,997	$	539,835	$	2,777,399
Special mention		4,877		12,376		11,965		39,450		34,331		64,406		26,468		193,873		831		4,763		7,168		4,149		44,310		68,634		25,669		155,524
Classified		788		1,797		20,851		47,749		25,280		74,205		34,856		205,526		198		1,807		1,704		20,559		36,775		79,860		28,189		169,092
Doubtful		0		0		15		916		0		0		856		1,787		0		0		0		0		0		0		518		518
Total business lending	$	424,374	$	380,124	$	371,881	$	349,559	$	239,364	$	762,700	$	564,175	$	3,092,177	$	118,251	$	489,952	$	342,932	$	341,931	$	323,765	$	891,491	$	594,211	$	3,102,533


																	Term Loans Amortized Cost Basis by Origination Year
													Revolving																Revolving
													Loans																Loans
(000’s omitted)	Term Loans Amortized Cost Basis by Origination Year												Amortized																Amortized
December 31, 2020	2020		2019		2018		2017		2016		Prior		Cost Basis		Total
December 31, 2021																	2021		2020		2019		2018		2017		Prior		Cost Basis		Total
Business lending:
Risk rating
Pass	$	860,178	$	351,350	$	312,087	$	217,138	$	231,453	$	543,999	$	483,018	$	2,999,223	$	524,302	$	328,885	$	320,638	$	248,175	$	186,074	$	584,912	$	524,553	$	2,717,539
Special mention		14,687		36,041		28,410		21,875		29,386		51,657		52,732		234,788		5,969		11,013		10,111		46,318		22,524		57,134		27,444		180,513
Classified		6,336		4,560		30,422		24,807		14,891		65,157		56,000		202,173		1,870		1,767		20,315		40,235		21,904		63,685		27,511		177,287
Doubtful		0		18		2,888		0		0		108		879		3,893		0		0		0		62		0		0		503		565
Total business lending	$	881,201	$	391,969	$	373,807	$	263,820	$	275,730	$	660,921	$	592,629	$	3,440,077	$	532,141	$	341,665	$	351,064	$	334,790	$	230,502	$	705,731	$	580,011	$	3,075,904

All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are ~~normally risk rated and~~ monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or nonperforming. Performing loans include loans classified as current as well as those classified as 30 - 89 days past due. Nonperforming loans include 90+ days past due and still accruing and nonaccrual loans.

1815

Table of Contents

The following table details the balances in all other loan categories at ~~September 30, 2021:~~March 31, 2022:

Revolving

Loans

(000’s omitted)

Term Loans Amortized Cost Basis by Origination Year

Amortized

September 30, 2021

2021

2020

2019

2018

2017

Prior

Cost Basis

Total
Consumer mortgage:

















FICO AB⁽¹⁾

















Performing

$
360,580

$
237,931

$
195,086

$
127,786

$
125,836

$
612,420

$
0

$
1,659,639
Nonperforming

0

0

0

256

475

2,851

0

3,582
Total FICO AB

360,580

237,931

195,086

128,042

126,311

615,271

0

1,663,221
FICO CDE⁽²⁾

Performing

109,400

125,742

91,312

65,967

58,841

323,974

19,206

794,442
Nonperforming

80

232

977

679

781

10,562

0

13,311
Total FICO CDE

109,480

125,974

92,289

66,646

59,622

334,536

19,206

807,753
Total consumer mortgage

$
470,060

$
363,905

$
287,375

$
194,688

$
185,933

$
949,807

$
19,206

$
2,470,974

Consumer indirect:

Performing

$
480,254

$
229,368

$
209,894

$
126,128

$
48,624

$
73,979

$
0

$
1,168,247
Nonperforming

0

39

74

9

9

0

0

131
Total consumer indirect

$
480,254

$
229,407

$
209,968

$
126,137

$
48,633

$
73,979

$
0

$
1,168,378

Consumer direct:

Performing

$
61,119

$
32,913

$
29,379

$
15,118

$
5,668

$
5,259

$
6,126

$
155,582
Nonperforming

0

0

1

4

0

14

1

20
Total consumer direct

$
61,119

$
32,913

$
29,380

$
15,122

$
5,668

$
5,273

$
6,127

$
155,602

Home equity:

Performing

$
56,317

$
45,314

$
39,025

$
21,292

$
17,137

$
39,052

$
174,485

$
392,622
Nonperforming

0

118

21

104

96

793

1,697

2,829
Total home equity

$
56,317

$
45,432

$
39,046

$
21,396

$
17,233

$
39,845

$
176,182

$
395,451


	Term Loans Amortized Cost Basis by Origination Year
													Revolving
													Loans
(000’s omitted)													Amortized
March 31, 2022	2022		2021		2020		2019		2018		Prior		Cost Basis		Total
Consumer mortgage:
FICO AB⁽¹⁾
Performing	$	105,733	$	495,405	$	221,644	$	172,573	$	106,030	$	644,931	$	0	$	1,746,316
Nonperforming		0		0		263		60		129		4,070		0		4,522
Total FICO AB		105,733		495,405		221,907		172,633		106,159		649,001		0		1,750,838
FICO CDE⁽²⁾
Performing		36,769		178,858		119,016		81,270		53,033		334,535		23,170		826,651
Nonperforming		0		403		793		1,001		1,687		11,213		0		15,097
Total FICO CDE		36,769		179,261		119,809		82,271		54,720		345,748		23,170		841,748
Total consumer mortgage	$	142,502	$	674,666	$	341,716	$	254,904	$	160,879	$	994,749	$	23,170	$	2,592,586

Consumer indirect:
Performing	$	110,578	$	546,880	$	181,655	$	157,786	$	90,813	$	88,628	$	0	$	1,176,340
Nonperforming		0		1		13		0		19		0		0		33
Total consumer indirect	$	110,578	$	546,881	$	181,668	$	157,786	$	90,832	$	88,628	$	0	$	1,176,373

Consumer direct:
Performing	$	20,301	$	62,650	$	25,145	$	20,697	$	10,017	$	7,534	$	6,100	$	152,444
Nonperforming		0		0		0		0		1		0		0		1
Total consumer direct	$	20,301	$	62,650	$	25,145	$	20,697	$	10,018	$	7,534	$	6,100	$	152,445

Home equity:
Performing	$	14,418	$	76,786	$	41,090	$	34,073	$	16,860	$	46,471	$	166,040	$	395,738
Nonperforming		0		0		64		84		170		706		1,554		2,578
Total home equity	$	14,418	$	76,786	$	41,154	$	34,157	$	17,030	$	47,177	$	167,594	$	398,316

(1)

FICO AB refers to higher tiered loans with FICO scores greater than or equal to ~~720.~~720 at origination.

(2)

FICO CDE refers to loans with FICO scores less than 720 at origination and potentially higher risk.

1916

Table of Contents

The following table details the balances in all other loan categories at December 31, ~~2020:~~2021:

Revolving

Loans

(000’s omitted)

Term Loans Amortized Cost Basis by Origination Year

Amortized

December 31, 2020

2020

2019

2018

2017

2016

Prior

Cost Basis

Total
Consumer mortgage:
















FICO AB⁽¹⁾
















Performing

$
260,588

$
227,027

$
166,638

$
163,653

$
160,911

$
614,976

$
321

$
1,594,114
Nonperforming

0

0

275

398

345

2,709

0

3,727
Total FICO AB

260,588

227,027

166,913

164,051

161,256

617,685

321

1,597,841
FICO CDE⁽²⁾

Performing

115,049

102,788

80,973

75,289

83,214

314,668

17,382

789,363
Nonperforming

0

1,010

582

877

1,786

10,040

0

14,295
Total FICO CDE

115,049

103,798

81,555

76,166

85,000

324,708

17,382

803,658
Total consumer mortgage

$
375,637

$
330,825

$
248,468

$
240,217

$
246,256

$
942,393

$
17,703

$
2,401,499

Consumer indirect:

Performing

$
303,471

$
305,901

$
202,373

$
86,497

$
61,449

$
61,975

$
0

$
1,021,666
Nonperforming

51

52

82

17

16

1

0

219
Total consumer indirect

$
303,522

$
305,953

$
202,455

$
86,514

$
61,465

$
61,976

$
0

$
1,021,885

Consumer direct:

Performing

$
49,181

$
46,992

$
27,872

$
12,326

$
5,232

$
4,146

$
6,878

$
152,627
Nonperforming

1

19

2

5

0

3

0

30
Total consumer direct

$
49,182

$
47,011

$
27,874

$
12,331

$
5,232

$
4,149

$
6,878

$
152,657

Home equity:

Performing

$
48,145

$
48,780

$
28,074

$
23,524

$
17,828

$
35,900

$
194,773

$
397,024
Nonperforming

0

24

73

104

183

490

1,936

2,810
Total home equity

$
48,145

$
48,804

$
28,147

$
23,628

$
18,011

$
36,390

$
196,709

$
399,834


	Term Loans Amortized Cost Basis by Origination Year
													Revolving
													Loans
(000’s omitted)													Amortized
December 31, 2021	2021		2020		2019		2018		2017		Prior		Cost Basis		Total
Consumer mortgage:
FICO AB⁽¹⁾
Performing	$	514,680	$	229,039	$	183,469	$	113,618	$	116,417	$	566,129	$	0	$	1,723,352
Nonperforming		0		266		0		131		435		3,236		0		4,068
Total FICO AB		514,680		229,305		183,469		113,749		116,852		569,365		0		1,727,420
FICO CDE⁽²⁾
Performing		168,870		122,546		85,253		57,973		54,396		300,341		25,028		814,407
Nonperforming		0		522		972		1,465		939		10,389		0		14,287
Total FICO CDE		168,870		123,068		86,225		59,438		55,335		310,730		25,028		828,694
Total consumer mortgage	$	683,550	$	352,373	$	269,694	$	173,187	$	172,187	$	880,095	$	25,028	$	2,556,114

Consumer indirect:
Performing	$	590,857	$	204,529	$	182,458	$	107,683	$	39,385	$	64,750	$	0	$	1,189,662
Nonperforming		0		34		0		24		17		12		0		87
Total consumer indirect	$	590,857	$	204,563	$	182,458	$	107,707	$	39,402	$	64,762	$	0	$	1,189,749

Consumer direct:
Performing	$	72,584	$	28,905	$	24,770	$	12,340	$	4,396	$	4,575	$	6,218	$	153,788
Nonperforming		0		4		18		1		0		0		0		23
Total consumer direct	$	72,584	$	28,909	$	24,788	$	12,341	$	4,396	$	4,575	$	6,218	$	153,811

Home equity:
Performing	$	76,041	$	43,106	$	35,990	$	18,824	$	15,134	$	35,740	$	170,422	$	395,257
Nonperforming		0		64		47		102		131		679		1,781		2,804
Total home equity	$	76,041	$	43,170	$	36,037	$	18,926	$	15,265	$	36,419	$	172,203	$	398,061

(1)

FICO AB refers to higher tiered loans with FICO scores greater than or equal to ~~720.~~720 at origination.

(2)

FICO CDE refers to loans with FICO scores less than 720 at origination and potentially higher risk.

All loan classes are collectively ~~evaluated~~assessed for ~~credit losses~~impairment except business lending. A summary of individually assessed business loans as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 follows:


	September 30,		December 31,		March 31,		December 31,
(000’s omitted)	2021		2020		2022		2021
Loans with allowance allocation	$	21,688	$	27,437	$	5,374	$	7,102
Loans without allowance allocation		9,145		8,138		6,812		7,417
Carrying balance		30,833		35,575		12,186		14,519
Contractual balance		33,357		38,362		14,613		16,963
Specifically allocated allowance		1,834		3,874		504		566

The average carrying balance of individually assessed loans was ~~$31.5~~$12.3 million and ~~$8.8~~$34.9 million for the three months ended ~~September 30,~~March 31, 2022 and 2021, and September 30, 2020, respectively. The average carrying balance of individually assessed loans was $34.1 million and $4.2 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. NaN interest income was recognized on individually assessed loans for the three ~~or nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~September 30, 2020.~~2021.

2017

Table of Contents

In the course of working with borrowers, the Company may choose to restructure the contractual terms of certain loans. In this scenario, the Company attempts to work-out an alternative payment schedule with the borrower in order to optimize collectability of the loan. Any loans that are modified are reviewed by the Company to identify if a troubled debt restructuring (“TDR”) has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial standing and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two.

In accordance with the clarified guidance issued by the Office of the Comptroller of the Currency (“OCC”), loans that have been discharged in Chapter 7 bankruptcy but not reaffirmed by the borrower, are classified as TDRs, irrespective of payment history or delinquency status, even if the repayment terms for the loan have not been otherwise modified. The Company’s lien position against the underlying collateral remains unchanged. Pursuant to that guidance, the Company records a charge-off equal to any portion of the carrying value that exceeds the net realizable value of the collateral. The amount of loss incurred in the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ was immaterial.

TDRs less than $0.5 million are collectively included in the allowance for credit loss estimate. Commercial loans greater than $0.5 million are individually assessed, and if necessary, a specific allocation of the allowance for credit losses is provided. With regard to determination of the amount of the allowance for credit losses, TDR loans are considered to be impaired. As a result, the determination of the amount of allowance for credit losses related to impaired loans for each portfolio segment within TDRs is the same as detailed previously.

With respect to the Company’s lending activities, the Company implemented a customer forbearance program allowing for loan payment deferrals up to three months per request during 2020 to assist both consumer and business borrowers that were experiencing financial hardship due to COVID-19 related challenges. Business lending, consumer direct, and consumer indirect loans in deferment status continued to accrue interest on the deferred principal during the deferment period unless otherwise classified as nonaccrual. Consumer mortgage and home equity loans did not accrue interest on the deferred payments during the deferment period. Consistent with the Coronavirus Aid, Relief and Economic Security Act ( “CARES Act”), the Consolidated Appropriations Act of 2021 (“CAA”), and industry regulatory guidance, borrowers that were otherwise current on loan payments and granted COVID-19 related financial hardship payment deferrals were reported as current loans throughout the first 180 days of the deferral period and were not classified as TDRs. Borrowers that were delinquent in their payments to the Company prior to requesting a COVID-19 related financial hardship payment deferral were reviewed on a case-by-case basis for TDR classification and non-performing loan status.

As of September 30, 2021, the Company had 4 borrowers in forbearance due to COVID-19 related financial hardship, representing $3.9 million in outstanding loan balances, or 0.1% of total loans outstanding. These forbearances were comprised of 3 business borrowers representing $3.8 million in outstanding loan balances and 1 consumer borrower representing approximately $0.1 million in outstanding loan balances. As of December 31, 2020, the Company had 74 borrowers in forbearance due to COVID-19 related financial hardship, representing $66.5 million in outstanding loan balances, or 0.9% of total loans outstanding. These forbearances were comprised of 63 business borrowers representing $65.7 million in outstanding loan balances and 11 consumer borrowers representing approximately $0.8 million in outstanding loan balances.

Information regarding TDRs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 is as follows:


	September 30, 2021									December 31, 2020									March 31, 2022									December 31, 2021
(000’s omitted)	Nonaccrual			Accruing			Total			Nonaccrual			Accruing			Total			Nonaccrual			Accruing			Total			Nonaccrual			Accruing			Total
	#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount		#	Amount
Business lending	10	$	458	5	$	175	15	$	633	6	$	529	4	$	191	10	$	720	10	$	1,002	4	$	807	14	$	1,809	10	$	1,011	4	$	811	14	$	1,822
Consumer mortgage	62		2,828	44		2,307	106		5,135	56		2,413	48		2,266	104		4,679	59		2,654	48		2,468	107		5,122	61		2,694	47		2,420	108		5,114
Consumer indirect	0		0	73		816	73		816	0		0	86		951	86		951	0		0	69		746	69		746	0		0	72		829	72		829
Consumer direct	0		0	17		10	17		10	0		0	23		85	23		85	0		0	16		5	16		5	0		0	16		7	16		7
Home equity	10		244	12		240	22		484	11		285	13		264	24		549	10		227	12		225	22		452	10		235	12		232	22		467
Total	82	$	3,530	151	$	3,548	233	$	7,078	73	$	3,227	174	$	3,757	247	$	6,984	79	$	3,883	149	$	4,251	228	$	8,134	81	$	3,940	151	$	4,299	232	$	8,239

The following table presents information related to loans modified in a TDR during the three months ended March 31, 2022 and 2021. Of the loans noted in the table below, all consumer mortgage loans for the three months ended March 31, 2022 and 2021 were modified due to a Chapter 7 bankruptcy as described previously. The financial effects of these restructurings were immaterial.


	Three Months Ended			Three Months Ended
	March 31, 2022			March 31, 2021
	Number of	Outstanding		Number of	Outstanding
(000’s omitted)	loans modified	Balance		loans modified	Balance
Business lending	0	$	0	0	$	0
Consumer mortgage	4		195	3		110
Consumer indirect	4		35	6		66
Consumer direct	0		0	1		7
Home equity	0		0	0		0
Total	8	$	230	10	$	183

2118

Table of Contents

The following table presents information related to loans modified in a TDR during the three months and nine months ended September 30, 2021 and 2020. Of the loans noted in the table below, all consumer mortgage loans for the three months and nine months ended September 30, 2021 and 2020 were modified due to a Chapter 7 bankruptcy as described previously. The financial effects of these restructurings were immaterial.

Three Months Ended

Three Months Ended

September 30, 2021

September 30, 2020

Number of

Outstanding

Number of

Outstanding
(000’s omitted)

loans modified

Balance

loans modified

Balance
Business lending

5

$
1,925

0

$
0
Consumer mortgage

9

728

8

646
Consumer indirect

5

78

14

131
Consumer direct

1

2

1

2
Home equity

0

0

2

56
Total

20

$
2,733

25

$
835

Nine Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

Number of

Outstanding

Number of

Outstanding
(000’s omitted)

loans modified

Balance

loans modified

Balance
Business lending

5

$
1,925

0

$
0
Consumer mortgage

19

1,193

17

1,378
Consumer indirect

17

222

25

261
Consumer direct

2

8

2

12
Home equity

0

0

2

56
Total

43

$
3,348

46

$
1,707

Allowance for Credit Losses

The following presents by segment the activity in the allowance for credit losses during the three months ended March 31, 2022 and ~~nine months ended September 30, 2021 and 2020:~~2021:


	Three Months Ended September 30, 2021										Three Months Ended March 31, 2022
	Beginning		Charge-						Ending		Beginning		Charge-						Ending
(000’s omitted)	balance		offs		Recoveries		Provision		balance		balance		offs		Recoveries		Provision		balance
Business lending	$	23,417	$	(872)	$	169	$	(2,688)	$	20,026	$	21,021	$	(116)	$	70	$	(967)	$	20,008
Consumer mortgage		10,001		(127)		3		(132)		9,745		10,017		(40)		9		338		10,324
Consumer indirect		11,103		(1,365)		973		1,334		12,045		11,737		(1,688)		1,000		1,817		12,866
Consumer direct		2,548		(309)		163		268		2,670		2,306		(301)		176		544		2,725
Home equity		1,796		(30)		10		(56)		1,720		1,814		(11)		93		(428)		1,468
Unallocated		1,000		0		0		0		1,000		1,000		0		0		0		1,000
Purchased credit deteriorated		1,885		0		35		373		2,293		1,974		0		269		(487)		1,756
Allowance for credit losses – loans		51,750		(2,703)		1,353		(901)		49,499		49,869		(2,156)		1,617		817		50,147
Liabilities for off-balance-sheet credit exposures		762		0		0		(43)		719		803		0		0		89		892
Total allowance for credit losses	$	52,512	$	(2,703)	$	1,353	$	(944)	$	50,218	$	50,672	$	(2,156)	$	1,617	$	906	$	51,039

~~Table of Contents~~

Three Months Ended September 30, 2020


Beginning

Charge-





Ending
(000’s omitted)

balance

offs

Recoveries

Provision

balance
Business lending

$
24,204

$
(736)

$
67

$
3,539

$
27,074
Consumer mortgage

13,088

(248)

23

(599)

12,264
Consumer indirect

15,866

(1,281)

1,111

(963)

14,733
Consumer direct

4,028

(340)

225

(120)

3,793
Home equity

2,690

(24)

5

(124)

2,547
Unallocated

1,000

0

0

4

1,004
Purchased credit deteriorated

3,561

(91)

32

45

3,547
Allowance for credit losses – loans

64,437

(2,720)

1,463

1,782

64,962
Liabilities for off-balance-sheet credit exposures

1,452

0

0

163

1,615
Total allowance for credit losses

$
65,889

$
(2,720)

$
1,463

$
1,945

$
66,577

Nine Months Ended September 30, 2021


Beginning

Charge-




Ending
(000’s omitted)

balance

offs

Recoveries

Provision

balance
Business lending

$
28,190

$
(925)

$
491

$
(7,730)

$
20,026
Consumer mortgage

10,672

(369)

22

(580)

9,745
Consumer indirect

13,696

(3,514)

3,402

(1,539)

12,045
Consumer direct

3,207

(822)

607

(322)

2,670
Home equity

2,222

(145)

19

(376)

1,720
Unallocated

1,000

0

0

0

1,000
Purchased credit deteriorated

1,882

0

95

316

2,293
Allowance for credit losses – loans

60,869

(5,775)

4,636

(10,231)

49,499
Liabilities for off-balance-sheet credit exposures

1,489

0

0

(770)

719
Total allowance for credit losses

$
62,358

$
(5,775)

$
4,636

$
(11,001)

$
50,218


	Nine Months Ended September 30, 2020
	Beginning				Beginning
	balance,				balance,
	prior to the				after												Three Months Ended March 31, 2021
	adoption of		Impact of		adoption of						Steuben				Ending		Beginning		Charge-						Ending
(000’s omitted)	ASC 326		ASC 326		ASC 326		Charge-offs		Recoveries		acquisition		Provision		balance		balance		offs		Recoveries		Provision		balance
Business lending	$	19,426	$	288	$	19,714	$	(919)	$	289	$	2,483	$	5,507	$	27,074	$	28,190	$	(51)	$	67	$	(1,164)	$	27,042
Consumer mortgage		10,269		(1,051)		9,218		(668)		67		146		3,501		12,264		10,672		(100)		10		(896)		9,686
Consumer indirect		13,712		(997)		12,715		(4,791)		3,107		183		3,519		14,733		13,696		(1,399)		1,246		(2,423)		11,120
Consumer direct		3,255		(643)		2,612		(1,214)		578		87		1,730		3,793		3,207		(318)		231		(438)		2,682
Home equity		2,129		808		2,937		(178)		23		235		(470)		2,547		2,222		(98)		4		(585)		1,543
Unallocated		957		43		1,000		0		0		0		4		1,004		1,000		0		0		0		1,000
Purchased credit deteriorated		0		3,072		3,072		(91)		80		528		(42)		3,547		1,882		0		27		87		1,996
Purchased credit impaired		163		(163)		0		0		0		0		0		0
Allowance for credit losses – loans		49,911		1,357		51,268		(7,861)		4,144		3,662		13,749		64,962		60,869		(1,966)		1,585		(5,419)		55,069
Liabilities for off-balance-sheet credit exposures		0		1,185		1,185		0		0		67		363		1,615		1,489		0		0		(300)		1,189
Total allowance for credit losses	$	49,911	$	2,542	$	52,453	$	(7,861)	$	4,144	$	3,729	$	14,112	$	66,577	$	62,358	$	(1,966)	$	1,585	$	(5,719)	$	56,258

~~Improvements~~A stable economic forecast as well as improvements in ~~economic forecasts~~non-economic qualitative adjustments resulting from lower levels of delinquencies, deferrals, and charge-offs, have resulted in an allowance for credit losses to total loans ratio of 0.68% at ~~September 30, 2021, 19~~March 31, 2022, 7 basis points lower than the level at ~~September 30, 2020~~March 31, 2021 and ~~14 basis points lower than~~consistent with the level at December 31, ~~2020.~~2021.

Accrued interest receivable on loans, included in accrued interest and fees receivable on the consolidated statements of condition, totaled ~~$18.2~~$18.1 million at ~~September 30, 2021~~March 31, 2022, and is excluded from the estimate of credit losses and amortized cost basis of loans.

~~Table of Contents~~

Under ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), also referred to as ~~CECL,~~“CECL”, the Company utilizes the historical loss rate on its loan portfolio as the initial basis for the estimate of credit losses using the cumulative loss, vintage loss and line loss methods, which is derived from the Company’s historical loss experience from January 1, 2012 to December 31, 2020. Adjustments to historical loss experience were made for differences in current loan-specific risk characteristics and to address current period delinquencies, charge-off rates, risk ratings, lack of loan level data through an entire economic cycle, changes in loan sizes and underwriting standards, as well as the addition of acquired loans which were not underwritten by the Company. The Company considered historical losses immediately prior, through and following the Great Recession of 2008 compared to the historical period used for modeling to adjust the historical information to account for longer-term expectations for loan credit performance. Under CECL, the Company is required to consider future economic conditions to determine current expected credit losses. Management selected an ~~eight quarter~~eight-quarter reasonable and supportable forecast period using a ~~two quarter~~two-quarter lag adjustment for economic factors that are not dependent on collateral values, and no lag for factors that do utilize collateral values, with a ~~four quarter~~four-quarter reversion to the historical mean, to use as part of the economic forecast. Management determined that these qualitative adjustments were needed to adjust historical information for expected losses and to reflect changes as a result of current conditions.

Table of Contents

For qualitative macroeconomic adjustments, the Company uses third party forecasted economic data scenarios utilizing a base scenario and two alternative scenarios that were weighted, ~~based on guidance from the third party provider,~~ with forecasts available as of ~~September 30, 2021.~~March 31, 2022. These forecasts were factored into the qualitative portion of the calculation of the estimated credit losses and included the continued impact of COVID-19, ~~including forecasted vaccine distribution progress~~such as supply chain pressures and ~~current~~their impact on collateral values and ~~future Federal stimulus packages.~~economic growth. The scenarios utilized ~~outline~~forecast a ~~significant improvement in economic conditions~~generally positive outlook on the economy, with ~~peak~~low unemployment ~~ranging from 2.9% to 9.1% in the third quarter of 2022, a general improvement in unemployment levels over the subsequent three quarters,~~figures and ~~an improvement in~~high collateral values for housing, commercial real estate, and ~~vehicle collateral values.~~vehicles. In addition to the economic forecast, the Company also considered additional qualitative adjustments as a result of COVID-19 and the impact on all industries, loan deferrals, delinquencies and ~~downgrades, and the risk that Paycheck Protection Program (“PPP”) loans will not be forgiven.~~downgrades.

Management developed expected loss estimates considering factors for segments as outlined below:

●

Business lending – non real estate: The Company ~~considered and~~ selected projected unemployment and GDP as ~~possible~~ indicators of forecasted losses related to business ~~lending.~~lending, and utilize both factors in an even weight for the calculation. The Company also considered delinquencies, the level of loan deferrals, risk rating changes, recent charge-off history and acquired loans as part of the review of estimated losses.

●

Business lending – real estate: The Company ~~considered and~~ selected projected unemployment and commercial ~~and multi-family~~ real estate values as ~~possible~~ indicators of forecasted losses related to commercial real estate ~~loans.~~loans, and utilize both factors in an even weight for the calculation. The Company also considered the factors noted in business lending – non real estate.

●

Consumer mortgages and home equity: The Company ~~considered and~~ selected projected unemployment and residential real estate values as ~~possible~~ indicators of forecasted losses related to mortgage ~~lending.~~lending, and utilize both factors in an even weight for the calculation. In addition, current delinquencies, the level of loan deferrals, charge-offs and acquired loans were considered.

●

Consumer indirect: The Company ~~considered and~~ selected projected unemployment and vehicle valuation indices as ~~possible~~ indicators of forecasted losses related to indirect ~~lending.~~lending, and utilize both factors in an even weight for the calculation. In addition, current delinquencies, the level of loan deferrals, charge-offs and acquired loans were considered.

●

Consumer direct: The Company ~~considered and~~ selected projected unemployment and ~~median~~inflation-adjusted household income as ~~possible indicator~~indicators of forecasted losses related to consumer direct ~~lending.~~lending, and utilize both factors in an even weight for the calculation. In addition, current delinquencies, the level of loan deferrals, charge-offs and acquired loans were considered.

The following table presents the carrying amounts of loans purchased and sold during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 by portfolio segment:


	Business		Consumer		Consumer		Consumer		Home				Business		Consumer		Consumer		Consumer		Home
(000’s omitted)	lending		mortgage		indirect		direct		equity		Total		lending		mortgage		indirect		direct		equity		Total
Purchases	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Sales		848		16,955		0		0		0		17,803		0		2,627		0		0		0		2,627

All the sales ~~of consumer mortgages~~ during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 were sales of secondary market eligible residential mortgage loans. ~~The sales of business loans during the nine months ended September 30, 2021 includes two business lending loans under one relationship.~~

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NOTE F: GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

The gross carrying amount and accumulated amortization for each type of identifiable intangible asset are as follows:


	September 30, 2021						December 31, 2020						March 31, 2022						December 31, 2021
	Gross				Net		Gross				Net		Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
(000’s omitted)	Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizing intangible assets:
Core deposit intangibles	$	69,403	$	(59,238)	$	10,165	$	69,403	$	(55,572)	$	13,831	$	69,403	$	(61,362)	$	8,041	$	69,403	$	(60,316)	$	9,087
Other intangibles		116,799		(57,987)		58,812		90,462		(51,353)		39,109		119,263		(63,346)		55,917		116,799		(60,660)		56,139
Total amortizing intangibles	$	186,202	$	(117,225)	$	68,977	$	159,865	$	(106,925)	$	52,940	$	188,666	$	(124,708)	$	63,958	$	186,202	$	(120,976)	$	65,226

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The estimated aggregate amortization expense for each of the five succeeding fiscal years ended December 31 is as follows:


	(000’s omitted)
Oct - Dec 2021	$	3,751
2022		13,668
(000's omitted)			(000's omitted)
Apr - Dec 2022				$	10,341
2023		11,595			11,936
2024		9,782			10,072
2025		8,349			8,594
2026					7,718
Thereafter		21,832			15,297
Total	$	68,977		$	63,958

Shown below are the components of the Company’s goodwill at December 31, ~~2020~~2021 and ~~September 30, 2021:~~March 31, 2022:



(000’s omitted)	December 31, 2020		Activity		September 30, 2021		December 31, 2021		Activity		March 31, 2022
Goodwill, net	$	793,708	$	5,419	$	799,127
Goodwill							$	799,109	$	(29)	$	799,080

NOTE G: MANDATORILY REDEEMABLE PREFERRED SECURITIES

As of ~~September 30, 2021,~~March 31, 2022, the Company does not sponsor any business trusts. The Company previously sponsored Community Capital Trust IV (“CCT IV”) until March 15, 2021 when the Company exercised its right to redeem all of the CCT IV debentures and associated preferred securities for a total of $77.3 million. The Company previously sponsored Steuben Statutory Trust II (“SST II”) until September 15, 2020 when the Company exercised its right to redeem all of the SST II debentures and associated preferred securities for a total of $2.1 million. The common stock of SST IItrust was ~~acquired in the Steuben acquisition. The trusts were~~ formed for the purpose of issuing company-obligated mandatorily redeemable preferred securities to third-party investors and investing the proceeds from the sale of such preferred securities solely in junior subordinated debt securities of the Company.

NOTE H: BENEFIT PLANS

The Company provides a qualified defined benefit pension to eligible employees and retirees, other post-retirement health and life insurance benefits to certain retirees, an unfunded supplemental pension plan for certain key executives, and an unfunded stock balance plan for certain of its nonemployee directors. The Company accrues for the estimated cost of these benefits through charges to expense during the years that employees earn these benefits. The service cost component of net periodic benefit income is included in the salaries and employee benefits line of the consolidated statements of income, while the other components of net periodic benefit income are included in other expenses. The Company made a ~~$2.9~~$0.1 million contribution to its defined benefit pension plan in the first quarter of ~~2021.~~2022. The Company made a ~~$3.9~~$2.9 million contribution to its defined benefit pension plan and a $0.09 million contribution to the Steuben Trust Company Pension Plan in the ~~third~~first quarter of ~~2020.~~2021.

~~Table of Contents~~

The net periodic benefit cost for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is as follows:


	Pension Benefits								Post-retirement Benefits								Pension Benefits				Post-retirement Benefits
	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,				September 30,				March 31,				March 31,
(000’s omitted)	2021		2020		2021			2020	2021			2020		2021	2020		2022		2021		2022		2021
Service cost	$	1,480	$	1,438	$	4,440	$	4,313	$	0	$	0	$	0	$	0	$	1,240	$	1,480	$	0	$	0
Interest cost		1,259		1,356		3,777		4,068		11		15		33		43		1,334		1,259		11		11
Expected return on plan assets		(4,696)		(3,932)		(14,087)		(11,796)		0		0		0		0		(4,756)		(4,696)		0		0
Amortization of unrecognized net loss		900		810		2,700		2,430		11		10		33		30		211		900		9		11
Amortization of prior service cost		95		60		284		180		(45)		(45)		(134)		(134)		154		95		(45)		(45)
Net periodic benefit	$	(962)	$	(268)	$	(2,886)	$	(805)	$	(23)	$	(20)	$	(68)	$	(61)	$	(1,817)	$	(962)	$	(25)	$	(23)

NOTE I: EARNINGS PER SHARE

The two class method is used in the calculations of basic and diluted earnings per share. Under the two class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared and participation rights in undistributed earnings. The Company has determined that all of its outstanding non-vested stock awards are participating securities as of ~~September 30, 2021.~~March 31, 2022.

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Basic earnings per share are computed based on the weighted-average of the common shares outstanding for the period. Diluted earnings per share are based on the weighted-average of the shares outstanding and the assumed exercise of stock options during the year. The dilutive effect of options is calculated using the treasury stock method of accounting. The treasury stock method determines the number of common shares that would be outstanding if all the dilutive options were exercised and the proceeds were used to repurchase common shares in the open market at the average market price for the applicable time period. There were approximately 0.2 million ~~and 0.1~~weighted-average anti-dilutive stock options outstanding for the three months ended March 31, 2022, compared to approximately 0.03 million weighted-average anti-dilutive stock options outstanding for the three months ~~and nine months~~ ended ~~September 30,~~March 31, 2021 ~~respectively, compared to 0.5 million and 0.7 million weighted-average anti-dilutive stock options outstanding for the three months and nine months ended September 30, 2020, respectively,~~ that were not included in the computation below.

The following is a reconciliation of basic to diluted earnings per share for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(000’s omitted, except per share data)	2021		2020		2021		2020		2022		2021
Net income	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055	$	52,850
Income attributable to unvested stock-based compensation awards		(110)		(147)		(340)		(432)		(119)		(130)
Income available to common shareholders	$	45,226	$	42,662	$	145,790	$	117,759	$	46,936	$	52,720

Weighted-average common shares outstanding – basic		54,025		53,650		53,960		52,727		53,993		53,845
Basic earnings per share	$	0.84	$	0.80	$	2.70	$	2.23	$	0.87	$	0.98

Net income	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055	$	52,850
Income attributable to unvested stock-based compensation awards		(110)		(147)		(340)		(432)		(119)		(130)
Income available to common shareholders	$	45,226	$	42,662	$	145,790	$	117,759	$	46,936	$	52,720

Weighted-average common shares outstanding – basic		54,025		53,650		53,960		52,727
Weighted-average common shares outstanding - basic										53,993		53,845
Assumed exercise of stock options		385		324		431		356		386		438
Weighted-average common shares outstanding – diluted		54,410		53,974		54,391		53,083		54,379		54,283
Diluted earnings per share	$	0.83	$	0.79	$	2.68	$	2.22	$	0.86	$	0.97

~~Table of Contents~~

Stock Repurchase Program

At its December ~~2019~~2020 meeting, the Company’s Board of Directors (the “Board”) approved a stock repurchase program authorizing the repurchase of up to ~~2.60~~2.68 million shares of the Company’s common stock, in accordance with securities laws and regulations, through December 31, ~~2020.~~2021. At its December ~~2020~~2021 meeting, the Board approved a ~~similar~~new stock repurchase program for ~~2021,~~2022, authorizing the repurchase of up to ~~2.68~~2.70 million shares of the Company’s common stock, in accordance with securities and banking laws and regulations, through December 31, ~~2021.~~2022. Any repurchased shares will be used for general corporate purposes, including those related to stock plan activities. The timing and extent of repurchases will depend on market conditions and other corporate considerations as determined at the Company’s discretion. The Company repurchased 50,000 shares under the authorized plan during the first three months of 2022 and did 0tnot repurchase any shares under the authorized plan during the first ~~nine~~three months of ~~2021 or 2020.~~2021.

NOTE J: COMMITMENTS, CONTINGENT LIABILITIES AND RESTRICTIONS

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to the Company’s normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. The fair value of the standby letters of credit is immaterial for disclosure.

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The contract amounts of commitments and contingencies are as follows:


	September 30,		December 31,		March 31,		December 31,
(000’s omitted)	2021		2020		2022		2021
Commitments to extend credit	$	1,357,244	$	1,313,568	$	1,502,768	$	1,443,879
Standby letters of credit		33,373		39,213		42,190		42,684
Total	$	1,390,617	$	1,352,781	$	1,544,958	$	1,486,563

The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. As of ~~September 30, 2021,~~March 31, 2022, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or its subsidiaries will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such legal proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of reasonably possible losses for matters where an exposure is not currently estimable or considered probable, beyond the existing recorded liabilities, is believed to be between $0 and $1 million in the aggregate. ~~Although~~This estimated range is based on information currently available to the Company and involves elements of judgment and significant uncertainties. The Company does not believe that the outcome of pending or threatened litigation will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

The Company recorded $3.0 million in litigation accrual in 2020 related to a settlement of a purported class action lawsuit regarding the Bank’s deposit account terms and overdraft disclosures. The Company executed a settlement agreement with respect to the lawsuit in the fourth quarter of 2020 providing for a release of all claims asserted by class members in the action, and the Company does not anticipate that additional amounts will be accrued for this matter in future periods. Notice of the settlement terms was provided to all class members and no objections to the settlement were received prior to expiration of the notice period. The hearing for final Court approval of the settlement took place on August 25, 2021 and the settlement was approved for $2.9 million which was paid in the third quarter of 2021, resulting in a $0.1 million adjustment to the Company’s litigation accrual.

~~Table of Contents~~

NOTE K: FAIR VALUE

Accounting standards establish a framework for measuring fair value and require certain disclosures about such fair value instruments. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. exit price). Inputs used to measure fair value are classified into the following hierarchy:

●	Level 1 -Quoted prices in active markets for identical assets or liabilities.

●	Level 2 -Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.

●	Level 3 -Significant valuation assumptions not readily observable in a market.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis. There were no transfers between any of the levels for the periods presented.

September 30, 2021

Total Fair
(000’s omitted)

Level 1

Level 2

Level 3

Value
Available-for-sale investment securities:








U.S. Treasury and agency securities

$
3,293,134

$
100,126

$
0

$
3,393,260
Obligations of state and political subdivisions

0

421,965

0

421,965
Government agency mortgage-backed securities

0

510,676

0

510,676
Corporate debt securities

0

8,078

0

8,078
Government agency collateralized mortgage obligations

0

24,392

0

24,392
Total available-for-sale investment securities

3,293,134

1,065,237

0

4,358,371
Equity securities

459

0

0

459
Mortgage loans held for sale

0

117

0

117
Commitments to originate real estate loans for sale

0

0

45

45
Forward sales commitments

0

53

0

53
Interest rate swap agreements asset

0

335

0

335
Interest rate swap agreements liability

0

(5)

0

(5)
Total

$
3,293,593

$
1,065,737

$
45

$
4,359,375


	March 31, 2022
							Total Fair
(000’s omitted)	Level 1		Level 2		Level 3		Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	4,745,042	$	87,045	$	0	$	4,832,087
Obligations of state and political subdivisions		0		476,155		0		476,155
Government agency mortgage-backed securities		0		454,247		0		454,247
Corporate debt securities		0		7,497		0		7,497
Government agency collateralized mortgage obligations		0		17,172		0		17,172
Total available-for-sale investment securities		4,745,042		1,042,116		0		5,787,158
Equity securities		465		0		0		465
Commitments to originate real estate loans for sale		0		0		7		7
Forward sales commitments		0		14		0		14
Interest rate swap agreements asset		0		106		0		106
Total	$	4,745,507	$	1,042,236	$	7	$	5,787,750

2823

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December 31, 2020

Total Fair
(000’s omitted)

Level 1

Level 2

Level 3

Value
Available-for-sale investment securities:








U.S. Treasury and agency securities

$
2,359,912

$
141,470

$
0

$
2,501,382
Obligations of state and political subdivisions

0

475,660

0

475,660
Government agency mortgage-backed securities

0

522,638

0

522,638
Corporate debt securities

0

4,635

0

4,635
Government agency collateralized mortgage obligations

0

43,577

0

43,577
Total available-for-sale investment securities

2,359,912

1,187,980

0

3,547,892
Equity securities

445

0

0

445
Mortgage loans held for sale

0

1,622

0

1,622
Commitments to originate real estate loans for sale

0

0

14

14
Forward sales commitments

0

2

0

2
Interest rate swap agreements asset

0

1,572

0

1,572
Interest rate swap agreements liability

0

(1,074)

0

(1,074)
Total

$
2,360,357

$
1,190,102

$
14

$
3,550,473


	December 31, 2021
							Total Fair
(000’s omitted)	Level 1		Level 2		Level 3		Value
Available-for-sale investment securities:
U.S. Treasury and agency securities	$	3,900,924	$	97,640	$	0	$	3,998,564
Obligations of state and political subdivisions		0		430,289		0		430,289
Government agency mortgage-backed securities		0		477,056		0		477,056
Corporate debt securities		0		7,962		0		7,962
Government agency collateralized mortgage obligations		0		20,339		0		20,339
Total available-for-sale investment securities		3,900,924		1,033,286		0		4,934,210
Equity securities		463		0		0		463
Commitments to originate real estate loans for sale		0		0		51		51
Forward sales commitments		0		32		0		32
Interest rate swap agreements asset		0		296		0		296
Interest rate swap agreements liability		0		(3)		0		(3)
Total	$	3,901,387	$	1,033,611	$	51	$	4,935,049

The valuation techniques used to measure fair value for the items in the table above are as follows:

●

Available-for-sale investment securities and equity securities – The fair values of available-for-sale investment securities are based upon quoted prices, if available. If quoted prices are not available, fair values are measured using quoted market prices for similar securities or model-based valuation techniques. Level 1 securities include U.S. Treasury obligations and marketable equity securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include U.S. agency securities, mortgage-backed securities issued by government-sponsored entities, municipal securities and corporate debt securities that are valued by reference to prices for similar securities or through model-based techniques in which all significant inputs, such as reported trades, trade execution data, LIBOR swap yield curve, market prepayment speeds, credit information, market spreads, and security’s terms and conditions, are observable. See Note D for further disclosure of the fair value of investment securities.

●

Mortgage loans held for sale – The Company has elected to value loans held for sale at fair value in order to more closely match the gains and losses associated with loans held for sale with the gains and losses on forward sales contracts. Accordingly, the impact on the valuation will be recognized in the Company’s consolidated statements of income. All mortgage loans held for sale are current and in performing status. The fair value of mortgage loans held for sale is determined using quoted secondary-market prices of loans with similar characteristics and, as such, has been classified as a Level 2 valuation. The unpaid principal value of mortgage loans held for sale was approximately $0.1 million at September 30, 2021. The unpaid principal value of mortgage loans held for sale was approximately $1.6 million at December 31, 2020. The unrealized gain on mortgage loans held for sale was recognized in mortgage banking revenues in the consolidated statements of income and is immaterial.

●

Forward sales commitments – The Company enters into forward sales commitments to sell certain residential real estate loans. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value in the other asset or other liability section of the consolidated ~~statements~~statement of condition. The fair value of these forward sales commitments is primarily measured by obtaining pricing from certain government-sponsored entities and reflects the underlying price the entity would pay the Company for an immediate sale on these mortgages. As such, these instruments are classified as Level 2 in the fair value hierarchy.

●

Commitments to originate real estate loans for sale – The Company enters into various commitments to originate residential real estate loans for sale. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value in the other asset or other liability section of the consolidated statements of condition. The estimated fair value of these commitments is determined using quoted secondary market prices obtained from certain government-sponsored entities. Additionally, accounting guidance requires the expected net future cash flows related to the associated servicing of the loan to be included in the fair value measurement of the derivative. The expected net future cash flows are based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. Such assumptions include estimates of the cost of servicing loans, appropriate discount rate and prepayment speeds. The determination of expected net cash flows is considered a significant unobservable input contributing to the Level 3 classification of commitments to originate real estate loans for sale.

~~Table of Contents~~

●

Interest rate swaps – The interest rate swaps are reported at their fair value utilizing Level 2 inputs from third parties. The fair value of the interest rate swaps are determined using prices obtained from a third party advisor. The fair value measurement of the interest rate swap is determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates derived from observed market interest rate curves.

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The changes in Level 3 assets measured at fair value on a recurring basis are immaterial.

The fair value information of assets and liabilities measured on a non-recurring basis presented below is not as of the period-end, but rather as of the date the fair value adjustment was recorded closest to the date presented.


	September 30, 2021								December 31, 2020								March 31, 2022								December 31, 2021
							Total Fair								Total Fair								Total Fair								Total Fair
(000's omitted)	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Individually assessed loans	$	0	$	0	$	18,794	$	18,794	$	0	$	0	$	25,063	$	25,063	$	0	$	0	$	0	$	0	$	0	$	0	$	1,820	$	1,820
Other real estate owned		0		0		891		891		0		0		883		883		0		0		416		416		0		0		718		718
Mortgage servicing rights		0		0		794		794		0		0		682		682		0		0		0		0		0		0		810		810
Contingent consideration		0		0		2,900		2,900		0		0		0		0		0		0		(3,100)		(3,100)		0		0		(3,100)		(3,100)
Total	$	0	$	0	$	23,379	$	23,379	$	0	$	0	$	26,628	$	26,628	$	0	$	0	$	(2,684)	$	(2,684)	$	0	$	0	$	248	$	248

Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain ~~adjustments~~impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace, adjusted for non-observable inputs. Thus, the resulting nonrecurring fair value measurements are generally classified as Level 3. Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the marketplace and, therefore, such valuations classify as Level 3.

Other real estate owned (“OREO”) is valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell. The appraisals are sometimes further discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the customer and customer’s business. Such discounts are significant, ranging from 9.0% to ~~46.7%~~73.5% at ~~September 30, 2021~~March 31, 2022 and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. The Company recovers the carrying value of OREO through the sale of the property. The ability to affect future sales prices is subject to market conditions and factors beyond the Company’s control and may impact the estimated fair value of a property.

Originated mortgage servicing rights are recorded at their fair value at the time of sale of the underlying loan, and are amortized in proportion to and over the estimated period of net servicing income. The fair value of mortgage servicing rights is based on a valuation model incorporating inputs that market participants would use in estimating future net servicing income. Such inputs include estimates of the cost of servicing loans, appropriate discount rate and prepayment speeds and are considered to be unobservable and contribute to the Level 3 classification of mortgage servicing rights. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of a stratum exceeds its estimated fair value. Impairment is recognized through a valuation allowance. There was 0 valuation allowance at ~~September 30, 2021. There was a valuation allowance of approximately $0.2 million at~~March 31, 2022 and December 31, ~~2020.~~2021.

The Company has recorded contingent consideration liabilities that arise from acquisition activity. The contingent consideration is recorded at fair value at the date of acquisition. The valuation of contingent consideration is calculated using an income approach method, which provides an estimation of the fair value of an asset or liability based on future cash flows over a discrete projection period, discounted to present value using an appropriate rate of return. The assumptions used in the valuation calculation are based on significant unobservable inputs, therefore such valuations classify as Level 3.

3025

Table of Contents

The Company determines fair values based on quoted market values, where available, estimates of present values, or other valuation techniques. Those techniques are significantly affected by the assumptions used, including, but not limited to, the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in immediate settlement of the instrument. The significant unobservable inputs used in the determination of fair value of assets classified as Level 3 on a recurring or non-recurring basis are as follows:

Significant

Unobservable Input

Fair Value at

Range

Fair Value at

Range

(000's omitted, except per loan data)

September 30, 2021

Valuation Technique

Significant Unobservable Inputs

(Weighted Average)

March 31, 2022

Valuation Technique

Significant Unobservable Inputs

(Weighted Average)

Individually assessed loans

18,794

Fair value of collateral

Estimated cost of disposal/market adjustment

9.0% - 78.7% (53.5%)

Other real estate owned

891

Fair value of collateral

Estimated cost of disposal/market adjustment

9.0% - 46.7% (33.7%)

416

Fair value of collateral

Estimated cost of disposal/market adjustment

9.0% - 73.5% (40.7%)

Commitments to originate real estate loans for sale

Discounted cash flow

Embedded servicing value

1.0

Discounted cash flow

Embedded servicing value

1.0

Mortgage servicing rights

794

Discounted cash flow

Weighted average constant prepayment rate

15.2% - 24.9% (16.6%)

Weighted average discount rate

2.3% - 2.8% (2.7%)

Adequate compensation

7/loan

Contingent consideration

2,900

Discounted cash flow

Discount rate

0.8% - 1.1% (1.0%)

(3,100)

Discounted cash flow

Discount rate

1.4% - 1.7% (1.5%)

Probability adjusted level of retained

$2.3 million - $5.8

Probability adjusted level of retained revenue

$3.0 million - $5.8 million

revenue

million

Significant

Unobservable Input

Fair Value at

Range

Fair Value at

Range

(000's omitted, except per loan data)

December 31, 2020

Valuation Technique

Significant Unobservable Inputs

(Weighted Average)

December 31, 2021

Valuation Technique

Significant Unobservable Inputs

(Weighted Average)

Individually assessed loans

25,063

Fair value of collateral

Estimated cost of disposal/market adjustment

9.0% - 78.4% (52.7%)

1,820

Fair value of collateral

Estimated cost of disposal/market adjustment

9.0% - 43.1% (43.1%)

Other real estate owned

883

Fair value of collateral

Estimated cost of disposal/market adjustment

11.3% - 52.9% (34.0%)

718

Fair value of collateral

Estimated cost of disposal/market adjustment

31.8% - 42.3% (33.3%)

Commitments to originate real estate loans for sale

Discounted cash flow

Embedded servicing value

1.0

Discounted cash flow

Embedded servicing value

1.0

Mortgage servicing rights

682

Discounted cash flow

Weighted average constant prepayment rate

9.8% - 18.8% (17.6%)

810

Discounted cash flow

Weighted average constant prepayment rate

6.4% - 15.2% (14.0%)

Weighted average discount rate

1.7% - 2.2% (2.1%)

Weighted average discount rate

2.3% - 2.7% (2.6%)

Adequate compensation

7/loan

Adequate compensation

7/loan

Contingent consideration

(3,100)

Discounted cash flow

Discount rate

1.4% - 1.7% (1.5%)

Probability adjusted level of retained revenue

$3.0 million - $5.8 million

The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that, if changed, could result in higher or lower fair value measurements of these assets as of the reporting date. The weighted average of the estimated cost of disposal/market adjustment for individually assessed loans was calculated by dividing the total of the book value of the collateral of the individually assessed loans classified as Level 3 by the total of the fair value of the collateral of the individually assessed loans classified as Level 3. The weighted average of the estimated cost of disposal/market adjustment for ~~OREO~~other real estate owned was calculated by dividing the total of the differences between the appraisal values of the real estate and the book values of the real estate divided by the totals of the appraisal values of the real estate. The weighted average of the constant prepayment rate for mortgage servicing rights was calculated by adding the constant prepayment rates used in each loan pool weighted by the balance in each loan pool. The weighted average of the discount rate for mortgage servicing rights was calculated by adding the discount rates used in each loan pool weighted by the balance in each loan pool. The weighted average of the discount rate for the contingent consideration was calculated by adding the discount rates used for the calculation of the fair value of each payment of contingent consideration, weighted by the amount of the payment as part of the total fair value of contingent consideration.

~~Table of Contents~~

Certain financial instruments and all nonfinancial instruments are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The carrying amounts and estimated fair values of the Company’s other financial instruments that are not accounted for at fair value at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:


	September 30, 2021				December 31, 2020				March 31, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair		Carrying				Carrying
(000's omitted)	Value		Value		Value		Value		Value		Fair Value		Value		Fair Value
Financial assets:
Net loans	$	7,233,083	$	7,608,456	$	7,355,083	$	7,655,044	$	7,372,106	$	7,321,891	$	7,323,770	$	7,523,024
Financial liabilities:
Deposits		12,723,821		12,730,674		11,224,974		11,239,628		13,317,667		13,304,381		12,911,168		12,911,197
Securities sold under agreement to repurchase, short-term		316,763		316,763		284,008		284,008		300,531		300,531		324,720		324,720
Other Federal Home Loan Bank borrowings		2,912		2,956		6,658		6,758		1,864		1,846		1,888		1,907
Subordinated notes payable		3,283		3,283		3,303		3,303		3,270		3,270		3,277		3,277
Subordinated debt held by unconsolidated subsidiary trusts		0		0		77,320		77,320

The following is a further description of the principal valuation methods used by the Company to estimate the fair values of its financial instruments.

Table of Contents

Loans have been classified as a Level 3 valuation. Fair values for variable rate loans that reprice frequently are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flows and interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Deposits have been classified as a Level 2 valuation. The fair value of demand deposits, interest-bearing checking deposits, savings accounts, and money market deposits is the amount payable on demand at the reporting date. The fair value of time deposit obligations are based on current market rates for similar products.

Borrowings ~~and subordinated debt held by unconsolidated subsidiary trusts~~ have been classified as a Level 2 valuation. The fair value of short-term borrowings and securities sold under agreement to repurchase, short-term, is the amount payable on demand at the reporting date. Fair values for long-term debt ~~and subordinated debt held by unconsolidated subsidiary trusts~~ are estimated using discounted cash flows and interest rates currently being offered on similar securities. The difference between the carrying values of long-term borrowings ~~and subordinated debt held by unconsolidated subsidiary trusts,~~ and their fair values, are not material as of the reporting dates.

Other financial assets and liabilities – Cash and cash equivalents have been classified as a Level 1 valuation, while accrued interest receivable and accrued interest payable have been classified as a Level 2 valuation. The fair values of each approximate the respective carrying values because the instruments are payable on demand or have short-term maturities and present relatively low credit risk and interest rate risk.

NOTE L: DERIVATIVE INSTRUMENTS

The Company is party to derivative financial instruments in the normal course of its business to meet the financing needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments have been limited to interest rate swap agreements, commitments to originate real estate loans held for sale and forward sales commitments. The Company does not hold or issue derivative financial instruments for trading or other speculative purposes.

The Company enters into forward sales commitments for the future delivery of residential mortgage loans, and interest rate lock commitments to fund loans at a specified interest rate. The forward sales commitments are utilized to reduce interest rate risk associated with interest rate lock commitments and loans held for sale. Changes in the estimated fair value of the forward sales commitments and interest rate lock commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time. At inception and during the life of the interest rate lock commitment, the Company includes the expected net future cash flows related to the associated servicing of the loan as part of the fair value measurement of the interest rate lock commitments. These derivatives are recorded at fair value, which were immaterial at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The effect of the changes to these derivatives for the three months ended March 31, 2022 and ~~nine months then ended~~March 31, 2021 was also immaterial.

The Company acquired interest rate swaps in 2017 with notional amounts with certain commercial customers which totaled $0.4 million at March 31, 2022 and $0.5 million at December 31, 2021. In order to minimize the Company’s risk, these customer derivatives (pay floating/receive fixed swaps) have been offset with essentially matching interest rate swaps (pay fixed/receive floating swaps) with the Company’s counterparty totaling $0.4 million at March 31, 2022 and $0.5 million at December 31, 2021. At March 31, 2022, the weighted average receive rate of these interest rate swaps was 2.65%, the weighted average pay rate was 3.54% and the weighted average maturity was 1.0 years. At December 31, 2021, the weighted average receive rate of these interest rate swaps was 2.35%, the weighted average pay rate was 3.54% and the weighted average maturity was 1.3 years. Hedge accounting has not been applied for these derivatives. Since the terms of the swaps with the Company’s customer and the other financial institution offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Company’s results of operations.

3227

Table of Contents

The Company acquired interest rate swaps in 2017 with notional amounts with certain commercial customers which totaled $0.6 million at September 30, 2021 and $14.4 million at December 31, 2020. In order to minimize the Company’s risk, these customer derivatives (pay floating/receive fixed swaps) have been offset with essentially matching interest rate swaps (pay fixed/receive floating swaps) with the Company’s counterparty totaling $0.6 million at September 30, 2021 and $14.4 million at December 31, 2020. At September 30, 2021, the weighted average receive rate of these interest rate swaps was 2.33%, the weighted average pay rate was 3.54% and the weighted average maturity was 1.5 years. At December 31, 2020, the weighted average receive rate of these interest rate swaps was 2.10%, the weighted average pay rate was 4.44% and the weighted average maturity was 5.2 years. Hedge accounting has not been applied for these derivatives. Since the terms of the swaps with the Company’s customer and the other financial institution offset each other, with the only difference being counterparty credit risk, changes in the fair value of the underlying derivative contracts are not materially different and do not significantly impact the Company’s results of operations.

The Company also acquired interest rate swaps in 2017 with notional amounts totaling $5.3 million at ~~September 30, 2021,~~March 31, 2022 and ~~$5.7~~$5.3 million at December 31, ~~2020,~~2021, that were designated as fair value hedges of certain fixed rate loans with municipalities which are recorded in loans in the consolidated statements of condition. At ~~September 30, 2021,~~March 31, 2022, the weighted average receive rate of these interest rate swaps was ~~1.38%~~1.58%, the weighted average pay rate was 3.11% and the weighted average maturity was ~~11.8~~11.3 years. At December 31, ~~2020,~~2021, the weighted average receive rate of these interest rate swaps was ~~1.42%~~1.39%, the weighted average pay rate was 3.11% and the weighted average maturity was ~~12.5~~11.5 years. The Company includes the gain or loss on the hedged items in interest and fees on loans, the same line item as the offsetting gain or loss on the related interest rate swaps. The effects of fair value accounting in the consolidated statements of income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and March 31, 2021 are immaterial.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the following amounts were recorded in the consolidated statement of condition related to cumulative basis adjustments for fair value hedges:


(000’s omitted)					Cumulative Amount of Fair Value								Cumulative Amount of Fair Value
	Carrying Amount of the Hedged				Hedging Adjustment Included in the				Carrying Amount of the Hedged				Hedging Adjustment Included in the
Line Item in the Consolidated	Assets				Carrying Amount of the Hedged Assets				Assets				Carrying Amount of the Hedged Assets
Statement of Condition in Which	September 30,		December 31,		September 30,		December 31,		March 31,		December 31,		March 31,		December 31,
the Hedged Item Is Included	2021		2020		2021		2020		2022		2021		2022		2021
Loans	$	5,363	$	5,675	$	(330)	$	(498)	$	5,587	$	5,400	$	(106)	$	(293)

Fair values of derivative instruments as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:

(000’s omitted)

September 30, 2021

March 31, 2022

Derivative Assets

Derivative Liabilities

Derivative Assets

Derivative Liabilities

Consolidated Statement

Fair

Consolidated Statement of

Fair

Consolidated Statement of

Fair

Consolidated Statement of

Fair

of Condition Location

Value

Condition Location

Value

Condition Location

Value

Condition Location

Value

Derivatives designated as hedging instruments under Subtopic 815-20

Interest rate swaps

Other assets

330

Other assets

106

Derivatives not designated as hedging instruments under Subtopic 815-20

Interest rate swaps

Other assets

Accrued interest and other liabilities

Commitments to originate real estate loans for sale

Other assets

Forward sales commitments

Other assets

Total derivatives

433

127


(000’s omitted)	December 31, 2021
	Derivative Assets			Derivative Liabilities
	Consolidated Statement	Fair		Consolidated Statement of	Fair
	of Condition Location	Value		Condition Location	Value
Derivatives designated as hedging instruments under Subtopic 815-20
Interest rate swaps	Other assets	$	293

Derivatives not designated as hedging instruments under Subtopic 815-20
Interest rate swaps	Other assets		3	Accrued interest and other liabilities	$	3
Commitments to originate real estate loans for sale	Other assets		51
Forward sales commitments	Other assets		32
Total derivatives		$	379		$	3

The Company assessed its counterparty risk at March 31, 2022 and December 31, 2021 and determined any credit risk inherent in our derivative contracts was not material. Further information about the fair value of derivative financial instruments can be found in Note K to these consolidated financial statements.

3328

Table of Contents

(000’s omitted)

December 31, 2020

Derivative Assets

Derivative Liabilities

Consolidated Statement

Fair

Consolidated Statement of

Fair


of Condition Location

Value

Condition Location

Value
Derivatives designated as hedging instruments under Subtopic 815-20








Interest rate swaps

Other assets

$
498





Derivatives not designated as hedging instruments under Subtopic 815-20




Interest rate swaps

Other assets

1,074

Accrued interest and other liabilities

$
1,074
Commitments to originate real estate loans for sale

Other assets

14

Forward sales commitments

Other assets

2

Total derivatives

$
1,588



$
1,074

The Company assessed its counterparty risk at September 30, 2021 and December 31, 2020 and determined any credit risk inherent in our derivative contracts was not material. Further information about the fair value of derivative financial instruments can be found in Note K to these consolidated financial statements.

NOTE M: SEGMENT INFORMATION

Operating segments are components of an enterprise, which are evaluated regularly by the “chief operating decision maker” in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the President and Chief Executive Officer of the Company. The Company has identified Banking, Employee Benefit Services and All Other as its reportable operating business segments. Community Bank, N.A. (the “Bank” or “CBNA”) operates the Banking segment that provides full-service banking to consumers, businesses, and governmental units in Upstate New York as well as Northeastern Pennsylvania, Vermont and Western Massachusetts. Employee Benefit Services, which includes the operating subsidiaries Benefit Plans Administrative Services, LLC, BPAS Actuarial and Pension Services, LLC, BPAS Trust Company of Puerto Rico, Fringe Benefits Design of Minnesota, Inc. (“FBD”), Northeast Retirement Services, LLC (“NRS”), Global Trust Company, Inc. (“GTC”), and Hand Benefits & Trust Company, provides employee benefit trust, collective investment fund, retirement plan administration, fund administration, transfer agency, actuarial, VEBA/HRA, and health and welfare consulting services. The All Other segment is comprised of: (a) wealth management services including trust services provided by the personal trust unit within the Bank, broker-dealer and investment advisory services provided by Community Investment Services, Inc., The Carta Group, Inc. and OneGroup Wealth Partners, Inc. as well as asset management provided by Nottingham Advisors, Inc., and (b) full-service insurance, risk management and employee benefit services provided by OneGroup NY, Inc. The accounting policies used in the disclosure of business segments are the same as those described in the summary of significant accounting policies (See Note A, Summary of Significant Accounting Policies of the most recent Form 10-K for the year ended December 31, ~~2020~~2021 filed with the SEC on March 1, ~~2021)~~2022).

~~Table of Contents~~

Information about reportable segments and reconciliation of the information to the consolidated financial statements follows:


			Employee						Consolidated				Employee						Consolidated
(000's omitted)	Banking		Benefit Services		All Other		Eliminations		Total		Banking		Benefit Services		All Other		Eliminations		Total
Three Months Ended September 30, 2021
Three Months Ended March 31, 2022
Net interest income	$	92,539	$	65	$	7	$	0	$	92,611	$	94,798	$	68	$	6	$	0	$	94,872
Provision for credit losses		(944)		0		0		0		(944)		906		0		0		0		906
Noninterest revenues		17,696		30,473		17,885		(1,745)		64,309		18,008		30,188		19,540		(2,063)		65,673
Amortization of intangible assets		1,102		1,675		926		0		3,703		1,045		1,671		1,016		0		3,732
Acquisition expenses		102		0		0		0		102		298		1		0		0		299
Other operating expenses		67,980		17,212		13,184		(1,745)		96,631		66,656		17,597		13,586		(2,063)		95,776
Income before income taxes	$	41,995	$	11,651	$	3,782	$	0	$	57,428	$	43,901	$	10,987	$	4,944	$	0	$	59,832
Assets	$	15,102,077	$	246,033	$	99,721	$	(116,733)	$	15,331,098	$	15,402,218	$	260,166	$	97,945	$	(134,446)	$	15,625,883
Goodwill	$	689,868	$	85,336	$	23,923	$	0	$	799,127	$	689,868	$	85,292	$	23,920	$	0	$	799,080
Core deposit intangibles & Other intangibles	$	10,165	$	41,695	$	17,117	$	0	$	68,977	$	8,041	$	38,348	$	17,569	$	0	$	63,958

Three Months Ended September 30, 2020
Three Months Ended March 31, 2021
Net interest income	$	92,642	$	256	$	67	$	0	$	92,965	$	93,839	$	94	$	21	$	0	$	93,954
Provision for credit losses		1,945		0		0		0		1,945		(5,719)		0		0		0		(5,719)
Noninterest revenues		19,756		25,651		15,706		(1,454)		59,659		16,454		27,149		16,817		(1,889)		58,531
Amortization of intangible assets		1,379		1,409		793		0		3,581		1,324		1,354		673		0		3,351
Acquisition expenses		796		0		0		0		796		27		0		0		0		27
Other operating expenses		67,193		15,078		11,772		(1,454)		92,589		65,007		15,005		11,745		(1,889)		89,868
Income before income taxes	$	41,085	$	9,420	$	3,208	$	0	$	53,713	$	49,654	$	10,884	$	4,420	$	0	$	64,958
Assets	$	13,674,995	$	210,679	$	80,528	$	(120,877)	$	13,845,325	$	14,427,834	$	210,297	$	82,074	$	(100,024)	$	14,620,181
Goodwill	$	690,162	$	83,275	$	20,312	$	0	$	793,749	$	689,869	$	83,275	$	20,312	$	0	$	793,456
Core deposit intangibles & Other intangibles	$	15,186	$	33,461	$	7,818	$	0	$	56,465	$	12,507	$	30,697	$	6,385	$	0	$	49,589

Employee





Consolidated
(000's omitted)

Banking

Benefit Services

All Other

Eliminations

Total
Nine Months Ended September 30, 2021










Net interest income

$
278,411

$
224

$
35

$
0

$
278,670
Provision for credit losses

(11,001)

0

0

0

(11,001)
Noninterest revenues

50,507

85,616

51,518

(5,341)

182,300
Amortization of intangible assets

3,666

4,356

2,278

0

10,300
Acquisition expenses

133

0

0

0

133
Other operating expenses

198,145

47,063

36,925

(5,341)

276,792
Income before income taxes

$
137,975

$
34,421

$
12,350

$
0

$
184,746

Nine Months Ended September 30, 2020

Net interest income

$
274,051

$
742

$
177

$
0

$
274,970
Provision for credit losses

17,313

0

0

0

17,313
Noninterest revenues

53,428

76,080

46,058

(4,347)

171,219
Amortization of intangible assets

4,160

4,314

2,298

0

10,772
Acquisition expenses

4,537

0

0

0

4,537
Other operating expenses

190,523

45,157

34,890

(4,347)

266,223
Income before income taxes

$
110,946

$
27,351

$
9,047

$
0

$
147,344

3529

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) primarily reviews the financial condition and results of operations of Community Bank System, Inc. (the “Company” or “CBSI”) as of and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ although in some circumstances the ~~second and first quarters~~fourth quarter of 2021 ~~are~~is also discussed in order to more fully explain recent trends. The following discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and related notes that appear on pages 3 through ~~35.~~29. All references in the discussion of the financial condition and results of operations refer to the consolidated position and results of the Company and its subsidiaries taken as a whole. Unless otherwise noted, the term “this year” and equivalent terms refers to results in calendar year ~~2021,~~2022, “last year” and equivalent terms refer to calendar year ~~2020, “third~~2021, “first quarter” refers to the three months ended ~~September 30, 2021, “YTD” refers to the nine months ended September 30, 2021,~~March 31, and earnings per share (“EPS”) figures refer to diluted EPS.

This MD&A contains certain forward-looking statements with respect to the financial condition, results of operations, and business of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements are set herein under the caption “Forward-Looking ~~Statements,”~~Statements” on page ~~57.~~45.

Critical Accounting Policies

As a result of the complex and dynamic nature of the Company’s business, management must exercise judgment in selecting and applying the most appropriate accounting policies for its various areas of operations. The policy decision process not only ensures compliance with the current accounting principles generally accepted in the United States of America (“GAAP”), but also reflects management’s discretion with regard to choosing the most suitable methodology for reporting the Company’s financial performance. It is management’s opinion that the accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity in the selection process. These estimates affect the reported amounts of assets and liabilities as well as disclosures of revenues and expenses during the reporting period. Actual results could meaningfully differ from these estimates. Management believes that the critical accounting estimates include the allowance for credit losses, actuarial assumptions associated with the pension, post-retirement and other employee benefit plans, the provision for income taxes, investment valuation, the carrying value of goodwill and other intangible assets, and acquired loan valuations. A summary of the accounting policies used by management is disclosed in Note A, “Summary of Significant Accounting Policies” on pages ~~79-92~~76-88 of the most recent Form 10-K (fiscal year ended December 31, ~~2020)~~2021) filed with the Securities and Exchange Commission (“SEC”) on March 1, ~~2021.~~2022. A summary of new accounting policies used by management is disclosed in Note C, “Accounting Policies” on ~~pages 13-14~~page 10 of this Form 10-Q.

Supplemental Reporting of Non-GAAP Results of Operations

The Company also provides supplemental reporting of its results on an “operating,” “adjusted” ~~and~~or “tangible” basis, from which it excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts), accretion on ~~non-impaired purchased~~acquired non-purchased credit deteriorated (“PCD”) loans, ~~expenses associated with acquisitions,litigation accrual~~acquisition expenses and the unrealized gain (loss) on equity securities. Although these items are non-GAAP measures, the Company’s management believes this information helps investors and analysts measure underlying core performance and improves comparability to other organizations that have not engaged in acquisitions. In addition, the Company provides supplemental reporting for “adjusted pre-tax, pre-provision net revenues,” which excludes the provision for credit losses, acquisition expenses ~~litigation accrual expenses~~ and the unrealized gain (loss) on equity securities from income before income taxes. Although adjusted pre-tax, pre-provision net revenue is a non-GAAP measure, the Company’s management believes this information helps investors and analysts measure and compare the Company’s performance through a credit cycle by excluding the volatility in the provision for credit losses associated with the ~~adoption~~impact of CECL and the economic uncertainty caused by the COVID-19 pandemic. ~~Earnings per share were $0.83 in the third quarter of 2021, up $0.04, or 5.1%, from the third quarter of 2020.~~ Diluted adjusted net earnings per share, a non-GAAP measure, were ~~$0.87~~$0.91 in the ~~third~~first quarter of 2022, compared to $1.00 in the first quarter of 2021, ~~compared to $0.88 in the third quarter~~a decrease of ~~2020, a $0.01 per share,~~$0.09, or ~~1.1%, decrease.~~9.0%. Adjusted pre-tax, pre-provision net revenue per share, a non-GAAP measure, was ~~$1.04 per share~~$1.12 in the ~~third~~first quarter of ~~2021, down $0.06,~~2022, up $0.03, or ~~5.5%~~2.8%, from the ~~third~~first quarter of ~~2020.~~2021. Reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table ~~11.~~10.

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Executive Summary

The Company’s business philosophy is to operate as a diversified financial services enterprise providing a broad array of banking and other financial services to retail, commercial and municipal customers. The Company’s banking subsidiary is Community Bank, N.A. (the “Bank” or “CBNA”). The Company’s Benefit Plans Administrative Services, Inc. (“BPAS”) subsidiary is a leading provider of employee benefits administration, trust services, collective investment fund administration and actuarial consulting services to customers on a national scale. In addition, the Company offers comprehensive financial planning, insurance and wealth management services through its Community Bank Wealth Management Group and OneGroup NY, Inc. (“OneGroup”) operating units.

The Company’s core operating objectives are: (i) optimize the branch network and digital banking delivery systems, primarily through disciplined acquisition strategies and divestitures/consolidations, (ii) build profitable loan and deposit volume using both organic and acquisition strategies, (iii) manage an investment securities portfolio to complement the Company’s loan and deposit strategies and optimize interest rate risk, yield and liquidity, (iv) increase the noninterest component of total revenues through ~~development of banking-related fee income,~~ growth in existing financial services business units, and the acquisition of additional financial services and banking businesses, and (v) utilize technology to deliver customer-responsive products and services and improve efficiencies.

Significant factors reviewed by management to evaluate achievement of the Company’s operating objectives and its operating results and financial condition include, but are not limited to: net income and earnings per share; return on assets and equity; components of net interest margin; noninterest revenues; noninterest expenses; asset quality; loan and deposit growth; capital management; performance of individual banking and financial services units; performance of specific product lines and customers; liquidity and interest rate sensitivity; enhancements to customer products and services and their underlying performance characteristics; technology advancements; market share; peer comparisons; and the performance of recently acquired businesses.

On August 2, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets of Thomas Gregory Associates Insurance Brokers, Inc. (“TGA”), a specialty-lines insurance broker based in the Boston, Massachusetts area for $13.1 million, including $11.6 million in cash and contingent consideration valued at $1.5 million. The Company recorded a $10.9 million customer list intangible asset and $2.2 million of goodwill in conjunction with the acquisition.

On July 1, 2021, the Company, through its subsidiary Benefit Plans Administrative Services, Inc., completed its acquisition of Fringe Benefits Design of Minnesota, Inc. (“FBD”), a provider of retirement plan administration and benefit consulting services with offices in Minnesota and South Dakota, for $16.7 million, including $15.3 million in cash and contingent consideration valued at $1.4 million. The Company recorded a $14.0 million customer list intangible asset and $2.1 million of goodwill in conjunction with the acquisition.

On June 1, 2021, the Company, through its subsidiary OneGroup, completed its acquisition of certain assets of NuVantage Insurance Corp. (“NuVantage”), an insurance agency headquartered in Melbourne, Florida. The Company paid $2.9 million in cash and recorded a $1.4 million customer list intangible asset and $1.5 million of goodwill in conjunction with the acquisition.

~~Third~~First quarter ~~and YTD~~ net income ~~increased~~decreased $5.8 million as compared to the ~~equivalent 2020 timeframes by $2.5 million, or 5.9%, and $27.9 million, or 23.6%, respectively.~~first quarter of 2021. Earnings per share of ~~$0.83~~$0.86 for the ~~third~~first quarter of ~~2021 was $0.04 more than~~2022 decreased $0.11 from the ~~third~~first quarter of ~~2020, and 2021 YTD earnings per share of $2.68 was $0.46 higher than 2020 YTD earnings per share.~~2021. The ~~increases~~decrease in net income and earnings per share ~~were driven by a significant decrease~~for the quarter are primarily the result of increases in the provision for credit losses, ~~reflective of a more favorable economic outlook, improvements in asset quality metrics~~operating expenses, income taxes and ~~a significant increase~~fully-diluted shares outstanding, partially offset by increases in noninterest ~~revenues.~~

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~~Third~~revenues and net interest income. First quarter ~~and YTD~~ net income adjusted to exclude ~~expenses associated with acquisitions, acquisition-related provision for credit losses, litigation accrual~~acquisition expenses and ~~the~~ unrealized ~~gain (loss)~~gains on equity securities (“operating net income”), a non-GAAP measure, decreased ~~$0.5~~$5.6 million ~~or 1.0%,~~ as compared to the ~~third~~first quarter of ~~2020 and increased $19.4 million, or 15.3%, compared to September YTD 2020.~~2021. Earnings per share adjusted to exclude ~~expenses associated with acquisitions, acquisition-related provision for credit losses, litigation accrual~~acquisition expenses and ~~the~~ unrealized ~~gain (loss)~~gains on equity securities (“operating earnings per share”), a non-GAAP measure, of ~~$0.83~~$0.87 for the ~~third~~first quarter decreased ~~$0.02~~$0.10 compared to the ~~third~~first quarter of ~~2020. Operating earnings per share of $2.68 for~~2021. First quarter 2021 results were complemented by a net benefit recorded in the ~~first nine months of 2021 increased $0.30 compared to the prior year period. Reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table 11.~~

~~Net income adjusted to exclude income taxes,~~ provision for credit losses ~~expenses associated with acquisitions, litigation accrual expenses~~ and higher Paycheck Protection Program (“PPP”)-related revenues than the unrealized gain (loss) on equity securities (“adjusted pre-tax, pre-provision net revenue”), a non-GAAP measure, of $56.5 million for the third quarter decreased $2.9 million, or 4.9%, as compared to the thirdfirst quarter of ~~2020. Adjusted pre-tax, pre-provision~~2022 which, net ~~revenue~~ of ~~$173.8 million~~tax, were responsible for ~~the first nine months of 2021 increased $1.6 million, or 0.9%, as compared to the first nine months of 2020. Earnings~~a $0.17 decrease in fully-diluted operating earnings per share adjusted to exclude income taxes, provision for credit losses, expenses associated with acquisitions, litigation accrual expenses and the unrealized gain (loss) on equity securities (“adjusted pre-tax, pre-provision net revenue per share”), a non-GAAP measure, of $1.04 for the third quarter of 2021 was $0.06 lower than the third quarter of 2020, and 2021 YTD adjusted pre-tax, pre-provision net revenue per share of $3.19 was $0.04 lower than the prior YTD period. The decrease in adjusted pre-tax, pre-provision net revenue per share compared to the third quarter of 2020 was driven by an increase in operating expenses, an increase in diluted weighted average common shares and a decrease in net interest income, partially offset by an increase in noninterest revenues. Reconciliations of GAAP amounts with corresponding non-GAAP amounts are presented in Table 11.year-over-year.

Loans ~~decreased~~and deposits increased on both an ~~ending~~average and ~~average~~ending basis as compared to the prior year ~~third~~first quarter, primarily due to decreases in U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loan balances driven by forgiveness granted by the SBA, while deposits increased on an ending and average basis as compared to the prior year third quarter primarily due toreflective of large net inflows of funds from government stimulus programs and PPP lending, ~~programs. Interest rates~~along with improving economic conditions and the Company’s enhanced focus on organic loan generation. The average yield on interest earning assets decreased 34 basis points compared to the prior year first quarter as the average yield on loans declined while the average yield on investments ~~and deposits have~~increased. The average yield on loans for the first quarter decreased ~~over~~by 41 basis points compared to the ~~past year primarily due to low short-term~~first quarter of 2021, driven by a decrease in market interest rates ~~as well as medium~~on new loan originations and ~~longer-term market~~a decrease in PPP-related interest ~~rates being below~~income between the periods. During the first quarter of 2022, the Company recorded $1.7 million of PPP-related interest income, including the recognition of $1.5 million of deferred loan fees. This compares to $6.9 million of PPP-related interest income recorded in the prior year’s first quarter, including the recognition of $5.9 million of deferred loan fees. The average ~~levels that existed over the past several years. In connection with these lower rates, coupled with a higher proportion of earnings assets held in~~yield on investments, including cash equivalents, ~~the Company’s interest-earning asset yield for the first nine months of 2021 decreased 62~~increased 11 basis points compared to the prior year, as the Company meaningfully shifted the composition of earning assets away from low-yield cash equivalents to higher yielding investment securities between the ~~year-earlier period.~~periods. The Company’s total cost of funds ~~for the first nine months of 2021~~ decreased 11four basis points from the year earlier period, as the ~~Company’s deposit funding cost and~~rate paid on interest-bearing deposits decreased five basis points, the rate paid on borrowings ~~both~~ decreased 38 basis points and noninterest-bearing demand deposit balances increased from the prior year ~~period.~~first quarter. The majority of borrowings are customer repurchase agreements, rather than wholesale borrowings obtained through capital markets and correspondent banks. Customer repurchase agreements have deposit-like features and typically bear lower rates of interest than other types of wholesale borrowings.

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The first quarter 2022 provision for credit losses of $0.9 million was $6.6 million higher than the net benefit recognized in the provision for credit losses of ~~$0.9~~$5.7 million ~~for~~during the ~~third~~first quarter ~~and $11.0 million for YTD~~of 2021, ~~resulted in a $2.9 million and $28.3 million lower provision for credit losses than comparable prior year periods, respectively. These decreases are~~ reflective of ~~an improving~~a stable economic outlook, given the state of the post-vaccine economic recovery, elevated real estate and vehicle collateral values, a decrease in individually assessed reserves and solid asset quality metrics, including continued low levels of net charge-offs and ~~declining~~ delinquent ~~loan balances. Additionally, $3.2 million of provision for credit losses was recorded~~loans, an increase in loans outstanding and a decrease in nonperforming loans. Comparatively, in the ~~second~~first quarter of ~~2020 related to acquired non-purchased credit deteriorated loans associated with the Steuben acquisition.~~2021, economic forecasts had improved considerably, resulting in a release of reserves in that quarter. Net charge-offs were ~~$1.4 million for the third quarter and $1.1~~$0.5 million for the first ~~nine months~~quarter of ~~2021,~~2022, compared to $0.4 million of net charge-offs ~~of $1.3 million for the prior year third quarter and $3.7 million~~ for the first ~~nine months~~quarter of ~~2020. Third~~2021. First quarter ~~2021~~2022 nonperforming loan ratios ~~increased~~decreased in comparison to the ~~third~~first quarter of ~~2020~~2021 largely attributable to the ~~Company’s decision~~upgrade of several large business loans from nonaccrual status to ~~reclassify certain loans under extended pandemic-related forbearance to nonperforming~~accruing status induring the fourth quarter of ~~2020. Third quarter~~ 2021 ~~nonperforming loan ratios generally improved in comparison to their levels at the end of the fourth~~and first quarter of ~~2020.~~2022.

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Net Income and Profitability

As shown in Table 1, net income for the ~~third~~first quarter ~~and September YTD~~ of ~~$45.3~~$47.1 million ~~and $146.1 million, respectively, increased $2.5~~decreased $5.8 million, or ~~5.9%~~11.0%, as compared to the ~~third~~first quarter of ~~2020 and increased $27.9 million, or 23.6%, compared to September YTD 2020.~~2021. Earnings per share of ~~$0.83 for the third quarter was $0.04 higher than the third quarter of 2020, while earnings per share~~$0.86 for the first ~~nine months of 2021 of $2.68 was $0.46 higher than the first nine months of 2020. The increase in net income and earnings per share for the~~ quarter was primarily the result of higher noninterest revenues, lower litigation accrual expenses, a lower provision for credit losses and lower acquisition expenses, partially offset by higher core noninterest expenses, a higher effective tax rate, lower net interest income and an increase in diluted shares outstanding. The increase in net income and earnings per share for the YTD period was primarily the result of a lower provision for credit losses, higher noninterest revenues, lower acquisition expenses, higher net interest income and lower litigation accrual expenses, partially offset by higher noninterest expenses, a higher effective tax rate and an increase in diluted shares outstanding. Operating net income, a non-GAAP measure, of $45.3 million and $146.1 million for the third quarter and September YTD, respectively, decreased $0.5 million, or 1.0%, as compared to the third quarter of 2020 and increased $19.4 million, or 15.3%, compared to September YTD 2020. Operating earnings per share, a non-GAAP measure, of $0.83 for the third quarter was down $0.02 compared to the third quarter of 2020, while operating earnings per share of $2.68 for the first nine months of 2021 was up $0.30$0.11 compared to the first ~~nine months~~quarter of ~~2020.~~2021. The ~~decreases~~decrease in ~~operating~~ net income and earnings per share for the quarter are primarily ~~due to an increase~~the result of increases in ~~operating expenses, partially offset by higher noninterest revenues and a lower~~the provision for credit losses, ~~recorded in the current quarter. The~~operating expenses, income taxes and fully-diluted shares outstanding, partially offset by increases in ~~operating~~noninterest revenues and net interest income. Operating net income, ~~and~~a non-GAAP measure, of $47.3 million for the first quarter decreased $5.6 million, or 10.5%, as compared to the first quarter of 2021. Operating earnings per share, a non-GAAP measure, of $0.87 for the ~~YTD period are primarily due~~first quarter was down $0.10 compared to the ~~lower provision for credit losses and higher noninterest revenues recorded in the current YTD period.~~first quarter of 2021. See Table 1110 for Reconciliation of GAAP to Non-GAAP Measures.

As reflected in Table 1, ~~third~~first quarter net interest income of ~~$92.6~~$94.9 million was ~~down $0.4~~up $0.9 million, or ~~0.4%~~1.0%, from the comparable prior year period. ~~Net interest income for the first nine months of 2021 increased $3.7 million, or 1.3%, versus the first nine months of 2020.~~ The quarterly decrease resulted from a decrease in yield on interest-earning assets and an increase in interest-bearing liabilities that was only partially offset by an increase in interest-earning asset balances and a decrease in the average rate paid on interest-bearing liabilities. The YTD year-over-year improvement resulted from an increase in interest-earning ~~asset balances~~assets and a decrease in the ~~average~~ rate paid on interest-bearing liabilities, partially offset by a decrease in the yield on interest-earning assets and an increase in interest-bearing ~~liability balances.~~liabilities.

The provision for credit losses of $0.9 million for the ~~third~~first quarter ~~and September YTD decreased $2.9 million and $28.3~~increased $6.6 million as compared to the ~~third~~$5.7 million net benefit recorded in the provision for credit losses in the first quarter ~~and first nine months~~ of ~~2020, respectively. These decreases are~~2021, reflective of ~~an improving~~a stable economic outlook, ~~given the state of the post-vaccine economic recovery, elevated real estate and vehicle collateral values, a decrease in individually assessed reserves and solid asset quality metrics, including~~ low levels of net charge-offs and ~~stable~~ delinquent ~~loan balances. Additionally, there was $3.2 million of provision for credit losses recorded~~loans, an increase in ~~the second~~loans outstanding and a decrease in nonperforming loans.

First quarter ~~of 2020 related to acquired non-purchased credit deteriorated loans associated with the Steuben acquisition.~~

~~Third quarter and year-to-date~~ noninterest revenues were ~~$64.3~~$65.7 million, ~~and $182.3 million, respectively,~~ up ~~$4.6~~$7.1 million, or ~~7.8%, from the third quarter of 2020 and up $11.1 million, or 6.5%~~12.2%, from the first ~~nine months~~quarter of ~~2020.~~2021. The increase ~~compared to the prior year’s third quarter~~ was ~~primarily~~ a result of increases in employee benefit services revenue, ~~wealth management~~insurance services revenue, deposit ~~service~~services charges and fees, ~~insurance services revenue,~~ debit interchange and ATM fees ~~other banking revenue~~ and ~~unrealized gains and losses on equity securities, partially offset by a decrease in mortgage banking revenue. The YTD increase was due to increases in employee benefit services revenue,~~ wealth management services revenue, ~~debit interchange and ATM fees, insurance services revenue, other banking revenue and unrealized gains and losses on equity securities,~~ partially offset by decreases in mortgage banking revenue, other banking services revenue and ~~deposit service charges and fees.~~unrealized gains on equity securities.

Noninterest expenses of ~~$100.4 million and $287.2~~$99.8 million for the ~~third~~first quarter ~~and September YTD periods, respectively,~~ reflected an increase of ~~$3.5~~$6.6 million, or ~~3.6%, from the third quarter of 2020 and an increase of $5.7 million, or 2.0%~~7.0%, from the first ~~nine months~~quarter of ~~2020.~~2021. Excluding acquisition-related expenses, first quarter 2022 operating expenses were $6.3 million, or 6.7%, higher as compared to the prior year first quarter. The increase in noninterest expenses for the quarter was due to increases in salaries and benefits, business development and marketing, other expenses, legal and professional fees, amortization of intangible assets, acquisition expenses and data processing and communications, ~~expenses, other expenses and amortization of intangible assets,~~ partially offset by ~~decreases~~a decrease in ~~litigation accrual expenses, business development and marketing expenses, acquisition-related expenses and~~ occupancy and equipment expenses. ~~The YTD~~

Income tax expense increased $0.7 million between comparable quarters due to lower levels of tax benefits related to stock-based compensation activity, an increase in ~~noninterest expenses was due~~certain state income taxes that were enacted between the periods and a decrease in the proportion of tax-exempt revenues in relation to ~~increases in salaries and benefits, data processing and communications expenses, occupancy and equipment expenses and legal and professional fees,~~total revenues, partially offset by ~~decreases in acquisition-related expenses, litigation accrual expenses, amortization~~a lower amount of intangible assets, other expenses and business development and marketing expenses. Excluding acquisition-related expenses and litigation accrual expenses, 2021 operating expenses were $7.2 million, or 7.7%, higher for the third quarter and $13.1 million, or 4.8%, higher for the year-to-date timeframe.pretax income.

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The effective income tax rates were 21.1% and 20.9% for the third quarter and YTD 2021, respectively, as compared to 20.3% and 19.8% for the comparable prior year periods. The increase in effective tax rates compared to the prior year periods was primarily attributable to an increase in certain state income tax rates that were enacted in the second quarter of 2021.

A condensed income statement is as follows:

Table 1: Condensed Income Statements


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(000’s omitted, except per share data)	2021		2020		2021		2020		2022		2021
Net interest income	$	92,611	$	92,965	$	278,670	$	274,970	$	94,872	$	93,954
Provision for credit losses		(944)		1,945		(11,001)		17,313		906		(5,719)
Noninterest revenues		64,309		59,659		182,300		171,219		65,673		58,531
Noninterest expenses		100,436		96,966		287,225		281,532		99,807		93,246
Income before income taxes		57,428		53,713		184,746		147,344		59,832		64,958
Income taxes		12,092		10,904		38,616		29,153		12,777		12,108
Net income	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055	$	52,850

Diluted weighted average common shares outstanding		54,541		54,159		54,516		53,276		54,515		54,417
Diluted earnings per share	$	0.83	$	0.79	$	2.68	$	2.22	$	0.86	$	0.97

Net Interest Income

Net interest income is the amount by which interest and fees on earning assets (loans, investments, and cash equivalents) exceeds the cost of funds, which consists primarily of interest paid to the ~~Company's~~Company’s depositors and on borrowings. Net interest margin is the difference between the yield on ~~earning~~interest-earning assets and the cost of interest-bearing ~~funds~~liabilities as a percentage of earning assets.

As shown in Table ~~2a,~~2, net interest income (with nontaxable income converted to a fully tax-equivalent basis) for the ~~third~~first quarter was ~~$93.4~~$95.7 million, ~~$0.5~~a $0.8 million, or ~~0.5%~~0.9%, ~~less than~~increase from the same period last year. ~~This was driven by~~The increase resulted from a ~~45 basis point decrease in the average yield on interest-earning assets and a $987.1 million increase in average interest-bearing liabilities, partially offset by a $1.57~~$1.54 billion increase in average ~~interest-earning~~interest-earnings assets and a nine basis point decrease in the average rate paid on interest-bearing liabilities in comparison to the third quarter of 2020. As reflected in Table 3, net interest income was unfavorably impacted by $14.1 million due to the decrease in the average yield on interest-earning assets and $0.5 million due to the volume increase in interest-bearing liabilities, partially offset by favorable impacts on net interest income of $12.1 million due to the volume increase in interest-earning assets and $2.0 million due to a decrease in the average rate paid on interest-bearing liabilities. September YTD net interest income (with nontaxable income converted to a fully tax-equivalent basis), as reflected in Table 2b, of $281.2 million, increased $3.3 million, or 1.2%, from the year-earlier period. The September YTD increase resulted from a $2.17 billion increase in average interest-earning assets and a 15six basis point decrease in the average rate paid on interest-bearing liabilities, partially offset by a 6234 basis point decrease in the average yield on interest-earning assets and a ~~$1.28~~$1.01 billion increase in average interest-bearing ~~liabilities.~~liabilities from the first quarter of 2021. As reflected in Table 3, ~~for September YTD,~~the favorable impacts of the volume increase in interest-earning assets of $11.3 million and the decrease in the average rate paid on interest-bearing liabilities ~~had favorable impacts on net interest income~~ of ~~$52.5~~$1.3 million ~~and $9.2 million, respectively,~~were partially offset by the unfavorable impacts of the decrease in the average yield on ~~interest-earning~~earning assets ~~having an unfavorable impact on net interest income~~ of ~~$55.9~~$11.4 million and the volume increase in interest-bearing liabilities ~~having a negative impact~~ of ~~$2.5~~$0.4 million.

The net interest margin of 2.74% for the third quarter of 2021 was 38 basis points lower than the third quarter of 2020. The decrease was the result of a 45 basis point decrease in the interest-earning asset yield, partially offset by a nine basis point decrease in the average rate on interest-bearing liabilities. The net interest margin of 2.85%2.73% for the first ~~nine months~~quarter of ~~2021~~2022 was 5130 basis points lower than the comparable period of 2020. The yield on interest-earning assets decreased 62 basis points, while the rate on interest-bearing liabilities decreased by 15 basis points for the first nine months of 2021 as compared to the prior year period.2021.

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The ~~45 basis point decrease in the~~lower average yield on ~~interest-earning~~interest earning assets for the quarter was the result of a decrease in the average yield on loans, ~~and investments. For the third quarter, the average yield on loans decreased~~partially offset by eight basis points and the average yield on investments, including cash equivalents, decreased 37 basis points compared to the prior year. The 62 basis point decrease in the yield on interest-earning assets for the first nine months of 2021 was the result of an ~~18 basis point decrease in the average yield on loans and a 64 basis point decrease~~increase in the average yield on investments, including cash equivalents. The average yield on loans for the first quarter decreased by 41 basis points compared to the first quarter of 2021, reflective of lower market interest rates on new loan originations and a decrease in PPP-related interest income between the periods. During the first quarter of 2022, the Company recorded $1.7 million of PPP-related interest income, including the recognition of $1.5 million of deferred loan fees. This compares to $6.9 million of PPP-related interest income recorded in the prior year’s first quarter, including the recognition of $5.9 million of deferred loan fees. The average yield on investments, including cash equivalents, increased 11 basis points compared to the prior ~~year. The decrease in~~year, as the ~~loan and investment yields were driven by~~Company meaningfully shifted the ~~comparatively low market rates over the past 12 months, a significant increase in the proportion~~composition of ~~lower yielding~~earning assets away from low-yield cash equivalents ~~and included~~to higher yield investment securities between the ~~impact~~periods. The average yield on cash equivalents increased nine basis points compared to the first quarter of ~~a $9.2 million YTD increase in loan income recognized~~2021, while the average yield on ~~PPP loans.~~investments, excluding cash equivalents, decreased 28 basis points.

The average rate on interest-bearing liabilities decreased ~~by nine~~six basis points compared to the prior year quarter ~~as the average rate paid on interest-bearing deposits decreased six~~due to a five basis points and the average rate paid on external borrowings decreased 80 basis points from the prior year quarter. For the first nine months of 2021, the average rate on interest-bearing liabilities decreased by 15 basis points from the comparable prior year period as the average rate on interest-bearing deposits decreased 11 basis points and the average rate on external borrowings decreased 89 basis points. Thepoint decrease in the average rate paid on interest-bearing deposits, ~~was~~primarily driven by a decrease in the ~~market rates for deposits.~~interest rate paid on time deposits and a 38 basis point decrease in the average rate paid on borrowings. The decrease in the average cost of borrowings was primarily the result of ~~a decrease in the variable rates paid on external borrowings due to decreases in market interest rates and~~ the redemption of ~~the Community Capital Trust IV (“CCT IV”) debentures and associated preferred securities during~~certain higher rate subordinated debt instruments in the first quarter of ~~2021.~~2021, as well as the decrease in the rates paid on customer repurchase agreements in response to market conditions.

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The ~~third~~first quarter ~~and YTD~~ average balance of investments, including cash equivalents, increased ~~$1.81~~$1.51 billion ~~and $2.05 billion, respectively,~~ as compared to the corresponding prior year ~~periods.~~period primarily due to the continued net inflows of deposits. Investment ~~securities~~ purchases outpaced maturities, calls and principal payments during ~~third~~the first quarter ~~and YTD. The~~of 2022 as the Company meaningfully shifted the composition of earning assets away from low-yield cash equivalents ~~component of average earning assets increased $777.1 million and $1.19 billion for the third quarter and YTD periods, respectively, compared~~ to ~~the prior year periods. The increase in cash equivalents was primarily due to large inflows related to government stimulus-related deposit funding and PPP lending.~~higher yielding investment securities. Average loan balances ~~decreased $240.2~~were $30.4 million ~~for~~greater than the prior year’s first quarter ~~primarily driven by decreases~~balances with growth in the ~~average balances~~consumer indirect, consumer mortgage, home equity and consumer direct portfolios, partially offset by a decrease in the business lending portfolio due to high levels of PPP loan forgiveness. Excluding PPP loans, ~~and increased $119.8~~average loan balances were $378.1 million ~~YTD as compared to~~greater than the prior ~~year primarily driven by the Steuben acquisition~~year’s first quarter balances with growth in ~~June 2020 and an increase in the average balance of PPP loans.~~all loan portfolios.

Average interest-bearing deposits increased $1.04 billion ~~compared to~~between the ~~prior year~~first quarter of 2021 and ~~$1.31 billion compared to~~ the ~~prior YTD period. The increase in average interest-bearing deposits for the quarterly period was due to increases~~first quarter of 2022 with growth in interest checking, savings and money market deposits due ~~primarily~~ to large inflows of government stimulus-related deposit funding, partially offset by a decrease in time deposits. The increase in average interest-bearing deposits for the YTD period was due to increases in interest checking, savings, money market, and time deposits due primarily to large inflows of government stimulus-related deposit funding and the Steuben acquisition in June 2020. The average borrowing balance, including borrowings at the Federal Home Loan Bank of New York and the Federal Home Loan Bank of Boston (collectively referred to as “FHLB”), subordinated notes payable, subordinated debt held by unconsolidated subsidiary trusts and securities sold under agreement to repurchase (customer repurchase agreements), decreased ~~$54.1~~$26.6 million ~~and $32.9 million for the quarter and YTD periods, respectively. The decreases from~~compared to the prior year quarter ~~and YTD periods was~~ primarily due to decreases in subordinated debt held by unconsolidated subsidiary trusts associated with the redemption of $77.3 million of trust preferred subordinated debt held by ~~CCT~~Community Capital Trust IV ~~an unconsolidated subsidiary trust,~~ during the first quarter of 2021 and ~~a decrease in average~~ FHLB borrowings, partially offset by an increase in ~~average~~ customer repurchase agreements.

~~Tables 2a and 2b~~Table 2 below sets forth information related to average interest-earning assets and interest-bearing liabilities and their associated yields and rates for the periods indicated. Interest income and yields are on a fully tax-equivalent basis (“FTE”) using marginal income tax rates of ~~24.2%~~24.3% and ~~24.0%~~24.1% in ~~2021~~2022 and ~~2020,~~2021, respectively. Average balances are computed by totaling the daily ending balances in a period and dividing by the number of days in that period. Loan interest income and yields include amortization of deferred loan income and costs, loan ~~origination,~~ prepayment ~~and other~~ fees and the accretion of acquired loan marks. Average loan balances include nonaccrual loans and loans held for sale.

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Table ~~2a:~~2: Quarterly Average Balance Sheet


	Three Months Ended						Three Months Ended						Three Months Ended							Three Months Ended
	September 30, 2021						September 30, 2020						March 31, 2022							March 31, 2021
					Avg.						Avg.						Avg.							Avg.
	Average				Yield/Rate		Average				Yield/Rate		Average				Yield/Rate			Average				Yield/Rate
(000's omitted except yields and rates)	Balance		Interest		Paid		Balance		Interest		Paid		Balance		Interest		Paid			Balance		Interest		Paid
Interest-earning assets:
Cash equivalents	$	2,077,996	$	794	0.15	%	$	1,300,981	$	332	0.10	%	$	930,882	$	427	0.19	%		$	1,666,715	$	415	0.10	%
Taxable investment securities ⁽¹⁾		3,800,978		16,567	1.73	%		2,686,120		14,549	2.15	%		5,502,965		22,164	1.63	%			3,239,019		14,760	1.85	%
Nontaxable investment securities ⁽¹⁾		384,053		3,137	3.24	%		461,963		3,747	3.23	%		413,268		3,277	3.22	%			427,687		3,511	3.33	%
Loans (net of unearned discount) ⁽²⁾		7,268,659		75,973	4.15	%		7,508,895		79,825	4.23	%		7,389,290		72,658	3.99	%			7,358,848		79,882	4.40	%
Total interest-earning assets		13,531,686		96,471	2.83	%		11,957,959		98,453	3.28	%		14,236,405		98,526	2.81	%			12,692,269		98,568	3.15	%
Noninterest-earning assets		1,495,792						1,585,501						1,359,804					��		1,465,416
Total assets	$	15,027,478					$	13,543,460					$	15,596,209						$	14,157,685

Interest-bearing liabilities:
Interest checking, savings, and money market deposits	$	7,701,717		792	0.04	%	$	6,658,778		966	0.06	%	$	8,186,821		821	0.04	%		$	7,109,082		754	0.04	%
Time deposits		960,670		2,030	0.84	%		962,428		2,689	1.11	%		914,843		1,744	0.77	%			952,407		2,358	1.00	%
Customer repurchase agreements		230,906		177	0.30	%		190,781		250	0.52	%		313,046		211	0.27	%			272,542		237	0.35	%
FHLB borrowings		2,920		18	2.45	%		7,689		42	2.14	%		1,873		10	2.03	%			6,252		31	2.02	%
Subordinated notes payable		3,288		38	4.63	%		13,748		184	5.33	%		3,274		38	4.74	%			3,301		38	4.74	%
Subordinated debt held by unconsolidated subsidiary trusts		0		0	0.00	%		79,023		394	1.98	%		0		0	0.00	%			62,715		293	1.89	%
Total interest-bearing liabilities		8,899,501		3,055	0.14	%		7,912,447		4,525	0.23	%		9,419,857		2,824	0.12	%			8,406,299		3,711	0.18	%
Noninterest-bearing liabilities:
Noninterest checking deposits		3,841,646						3,312,841						3,968,197							3,491,581
Other liabilities		182,167						222,961						167,312							193,013
Shareholders' equity		2,104,164						2,095,211						2,040,843							2,066,792
Total liabilities and shareholders' equity	$	15,027,478					$	13,543,460					$	15,596,209						$	14,157,685

Net interest earnings			$	93,416					$	93,928					$	95,702						$	94,857

Net interest spread					2.69	%					3.05	%					2.69	%						2.97	%
Net interest margin on interest-earning assets					2.74	%					3.12	%					2.73	%						3.03	%

Fully tax-equivalent adjustment ⁽³⁾			$	805					$	963					$	830						$	903

(1)	Averages for investment securities are based on historical cost basis and the yields do not give effect to changes in fair value that is reflected as a component of noninterest-earning assets, shareholders’ equity, and deferred taxes.

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(2)	Includes nonaccrual loans. The impact of interest and fees not recognized on nonaccrual loans was immaterial.

~~(3)~~

The fully-tax equivalent adjustment represents taxes that would have been paid had nontaxable investment securities and loans been taxable. The adjustment attempts to enhance the comparability of the performance of assets that have different tax liabilities.

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~~Table 2b: Year-to-Date Average Balance Sheet~~

Nine Months Ended

Nine Months Ended

September 30, 2021

September 30, 2020

Avg.

Avg.

Average

Yield/Rate

Average

Yield/Rate

(000's omitted except yields and rates)

Balance

Interest

Paid

Balance

Interest

Paid

Interest-earning assets:

















Cash equivalents

$
1,941,329

$
1,772

0.12
%
$
748,236

$
794

0.14
%
Taxable investment securities ⁽¹⁾

3,531,272

47,553

1.80
%

2,627,302

44,839

2.28
%
Nontaxable investment securities⁽¹⁾

406,835

10,018

3.29
%

458,617

11,520

3.36
%
Loans (net of unearned discount) ⁽²⁾

7,322,581

231,920

4.23
%

7,202,830

237,534

4.41
%
Total interest-earning assets

13,202,017

291,263

2.95
%

11,036,985

294,687

3.57
%
Noninterest-earning assets

1,436,252



1,527,615



Total assets

$
14,638,269



$
12,564,600



Interest-bearing liabilities:





Interest checking, savings, and money market deposits

$
7,474,811

2,309

0.04
%
$
6,187,919

4,672

0.10
%
Time deposits

962,559

6,588

0.92
%

935,783

8,701

1.24
%
Customer repurchase agreements

250,638

641

0.34
%

208,317

1,108

0.71
%
FHLB borrowings

4,634

75

2.15
%

11,988

172

1.92
%
Subordinated notes payable

3,294

115

4.69
%

13,767

553

5.37
%
Subordinated debt held by unconsolidated subsidiary trusts

20,675

293

1.89
%

78,027

1,501

2.57
%
Total interest-bearing liabilities

8,716,611

10,021

0.15
%

7,435,801

16,707

0.30
%
Noninterest-bearing liabilities:





Noninterest checking deposits

3,685,556



2,913,492



Other liabilities

178,402



212,510



Shareholders' equity

2,057,700



2,002,797



Total liabilities and shareholders' equity

$
14,638,269



$
12,564,600



Net interest earnings



$
281,242





$
277,980



Net interest spread



2.80
%



3.27
%
Net interest margin on interest-earning assets



2.85
%



3.36
%

Fully tax-equivalent adjustment ⁽³⁾



$
2,572





$
3,010

~~(1)~~

Averages for investment securities are based on historical cost basis and the yields do not give effect to changes in fair value that is reflected as a component of noninterest-earning assets, shareholders’ equity, and deferred taxes.

~~(2)~~

~~Includes nonaccrual loans. The impact of interest and fees not recognized on nonaccrual loans was immaterial.~~

~~(3)~~

As discussed above and disclosed in Table 3 below, the change in net interest income (fully tax-equivalent basis) may be analyzed by segregating the volume and rate components of the changes in interest income and interest expense for each underlying category.

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Table 3: Rate/Volume


	Three months ended September 30, 2021							Nine months ended September 30, 2021
	versus September 30, 2020							versus September 30, 2020					Three months ended March 31, 2022
	Increase (Decrease) Due to Change in ⁽¹⁾							Increase (Decrease) Due to Change in ⁽¹⁾					versus March 31, 2021
					Net						Net		Increase (Decrease) Due to Change in ⁽¹⁾
(000's omitted)	Volume		Rate		Change		Volume		Rate		Change		Volume		Rate		Net Change
Interest earned on:
Cash equivalents	$	251	$	211	$	462	$	1,102	$	(124)	$	978	$	(236)	$	248	$	12
Taxable investment securities		5,237		(3,219)		2,018		13,410		(10,696)		2,714		9,290		(1,886)		7,404
Nontaxable investment securities		(636)		26		(610)		(1,279)		(223)		(1,502)		(116)		(118)		(234)
Loans		(2,526)		(1,326)		(3,852)		3,903		(9,517)		(5,614)		329		(7,553)		(7,224)
Total interest-earning assets ⁽²⁾		12,096		(14,078)		(1,982)		52,481		(55,905)		(3,424)		11,303		(11,345)		(42)

Interest paid on:
Interest checking, savings and money market deposits		136		(310)		(174)		822		(3,185)		(2,363)		110		(43)		67
Time deposits		(5)		(654)		(659)		243		(2,356)		(2,113)		(90)		(524)		(614)
Customer repurchase agreements		46		(119)		(73)		192		(659)		(467)		32		(58)		(26)
FHLB borrowings		(29)		5		(24)		(116)		19		(97)		(21)		0		(21)
Subordinated notes payable		(125)		(21)		(146)		(375)		(63)		(438)		0		0		0
Subordinated debt held by unconsolidated subsidiary trusts		(394)		0		(394)		(888)		(320)		(1,208)		(293)		0		(293)
Total interest-bearing liabilities ⁽²⁾		514		(1,984)		(1,470)		2,523		(9,209)		(6,686)		409		(1,296)		(887)

Net interest earnings ⁽²⁾	$	11,581	$	(12,093)	$	(512)	$	49,822	$	(46,560)	$	3,262	$	10,905	$	(10,060)	$	845

(1)	The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of such change in each component.

(2)	Changes due to volume and rate are computed from the respective changes in average balances and rates of the totals; they are not a summation of the changes of the components.

Exclusive of the impact of PPP loans, the Company expects its fourth quarter 2021 net interest margin to remain below results in the comparable prior year quarter due to the significant and precipitous drop in the overnight Federal Funds and Prime interest rates in early 2020 that have remained into 2021. In the near term, expected decreases in average earning asset yields are unlikely to be fully offset by expected decreases in the average cost of funds. Although the stated interest rate on PPP loans is fixed at 1.00%, the Company’s recognition of the interest income on origination fees, net of deferred origination costs, on PPP loans will likely cause earning asset yield volatility as loans are forgiven by the SBA. While the Company expects to recognize the majority of its remaining first draw net deferred PPP fees totaling $0.1 million through interest income during the fourth quarter of 2021 and the majority of its second draw net deferred PPP fees totaling $6.2 million over the next few quarters, the eligibility of the borrowers’ forgiveness requests and the SBA’s ability to provide loan forgiveness in a timely manner remains uncertain at this time.

Noninterest Revenues

The Company’s sources of noninterest revenues are of four primary types: 1) general banking services related to loans, including mortgage banking, deposits and other core customer activities typically provided through the branch network and digital banking channels (performed by CBNA); 2) employee benefit trust, collective investment fund, transfer agency, actuarial and benefit plan administration services (performed by BPAS and its subsidiaries); 3) wealth management services, comprised of trust services (performed by the trust unit within CBNA), broker-dealer and investment advisory products and services (performed by Community Investment Services Inc. (“CISI”), OneGroup Wealth Partners, Inc. and The Carta Group, Inc.) and asset management services (performed by Nottingham Advisors, Inc.); and 4) insurance and risk management products and services (performed by OneGroup). Additionally, the Company ~~periodically generates noninterest revenues from investment and borrowing activities,~~has other transactions, including unrealized gains or losses on equity securities.

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Table 4: Noninterest Revenues


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(000's omitted)	2021			2020			2021			2020			2022			2021
Employee benefit services	$	29,923		$	25,159		$	83,933		$	74,593		$	29,580		$	26,533
Deposit service charges and fees		8,816			7,899			24,305			25,318			9,350			7,781
Mortgage banking		460			3,908			1,479			6,199			155			688
Debit interchange and ATM fees		6,626			6,361			19,453			17,404			6,805			6,299
Insurance services		9,176			8,531			25,538			24,772			10,409			8,153
Wealth management services		8,322			6,889			24,748			20,389			8,633			8,199
Other banking revenues		996			924			2,830			2,574			739			854
Subtotal		64,319			59,671			182,286			171,249			65,671			58,507
Unrealized (loss) gain on equity securities		(10)			(12)			14			(30)
Unrealized gain on equity securities														2			24
Total noninterest revenues	$	64,309		$	59,659		$	182,300		$	171,219		$	65,673		$	58,531

Noninterest revenues/operating revenues (FTE basis) ⁽¹⁾		41.0	%		39.2	%		39.6	%		38.5	%		40.9	%		38.4	%

(1)

For purposes of this ratio noninterest revenues excludes unrealized ~~gains and losses~~gain on equity securities. Operating revenues, a non-GAAP measure, is defined as net interest income on a fully-tax equivalent basis ~~excluding acquired non-impaired loan accretion~~ plus noninterest revenues, excluding unrealized ~~gains and losses~~gain on equity ~~securities.~~securities and acquired non-PCD loan accretion. See Table 1110 for Reconciliation of GAAP to Non-GAAP Measures.

As displayed in Table 4, noninterest revenues ~~excluding unrealized (loss) gain on equity securities,~~ were ~~$64.3 million for the third quarter of 2021 and $182.3~~$65.7 million for the first ~~nine months~~quarter of ~~2021.~~2022. This represents an increase of ~~$4.6~~$7.1 million, or ~~7.8%~~12.2%, for the quarter ~~and an increase of $11.0 million, or 6.4%, for the YTD period~~ in comparison to the ~~equivalent 2020 periods.~~same 2021 timeframe. The increase ~~for the quarterly and YTD periods were driven by~~was a result of increases in banking noninterest revenue, employee benefit services revenue, wealth management services revenue and insurance services revenue, partially offset by a decrease in ~~banking noninterest revenue.~~unrealized gain on equity securities.

Banking noninterest revenue of ~~$16.9 million for the third quarter and $48.1~~$17.1 million for the first ~~nine months~~quarter of ~~2021 decreased $2.2~~2022 increased $1.4 million, or ~~11.5%, and decreased $3.4 million, or 6.7%, respectively,~~9.1% as compared to the corresponding prior year ~~periods. The quarterly decrease~~period. This year-over-year increase was primarily driven ~~by a decrease in mortgage banking revenues as the Company is currently holding almost all of its new consumer mortgage production in portfolio due to a change in its strategy, partially offset~~ by increases in deposit service charges and fees, debit interchange and ATM fees and other banking revenues, reflective of increased transaction activity. The YTD decline was primarily driven by decreases in mortgage banking revenues due to the aforementioned change in strategy and deposit service charges and fees including ~~decreases~~an increase in overdraft fees, ~~in part due to the higher average deposit balances resulting from government stimulus program inflows, partially offset by increases in~~and debit interchange and ATM fees, reflective of increased transaction activity, ~~including the impact from the addition of new deposit relationships from the Steuben acquisition~~partially offset by decreases in mortgage banking revenue and ~~higher~~ other banking revenues.

Employee benefit services revenue increased ~~$4.8~~$3.1 million, or ~~18.9%~~11.5%, ~~and $9.3 million, or 12.5%, for the three and nine months ended September 30, 2021, respectively,~~ as compared to the ~~equivalent~~ prior year ~~periods. This growth~~first quarter primarily related to increases in employee benefit trust and custodial fees, as well as incremental revenues from the acquisition of FBD during the third quarter. Insurance services revenue was up $0.6 million, or 7.6%, and up $0.8 million, or 3.1%, for the third quarter and YTD periods, respectively. These increases were primarily driven by incremental revenues from the acquisitionsFringe Benefits Design of ~~TGA~~Minnesota, Inc. (“FBD”) during the third quarter ~~and NuVantage during the second quarter.~~of 2021. Wealth management services revenue was up ~~$1.4~~$0.4 million, or ~~20.8%~~5.3%, ~~for the third quarter of 2021 and was up $4.4 million, or 21.4%, for September 2021 YTD~~ as compared to the ~~same time periods of 2020,~~prior year first quarter primarily driven by increases in investment management and trust services ~~revenues due~~revenues. Insurance services revenue was up $2.3 million, or 27.7%, for the first quarter of 2022 as compared to the ~~addition~~first quarter of ~~new relationships~~2021, driven by organic expansion, as well as the second quarter 2021 acquisition of a Florida-based personal lines insurance agency and ~~higher equity market valuations.~~third quarter 2021 acquisition of a Boston-based specialty-lines insurance practice.

The ratio of noninterest revenues to operating revenues (FTE basis)~~, as defined in footnote 1 of Table 4 above,~~ was ~~41.0%~~40.9% for the quarter ~~and 39.6%~~ended March 31, 2022 versus 38.4% for the ~~nine months ended September 30, 2021, respectively, versus 39.2% and 38.5% for the comparable periods~~equivalent period of ~~2020.~~2021. The ~~increase for the year-to-date period~~decrease is due to a ~~function of a 6.4%~~12.2% increase in adjusted noninterest revenues driven by the factors noted above, while adjusted net interest income (FTE basis) increased at0.9% driven by significant earning asset growth partially offset by net interest margin contraction.

The Company is continuing to evaluate its deposit offerings and associated deposit services charges and fees, but is presently uncertain to whether any resulting modifications will have a ~~slower 1.2% pace.~~material impact to banking noninterest revenues. The pending Elmira acquisition is expected to provide incremental deposit service charges and fees revenue and debit interchange and ATM fees revenue once completed.

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The Company expects its full-year mortgage banking revenues in 2021 to continue to be below 2020 as the Company reduced the amount of sales of secondary market eligible residential mortgage loans beginning in the fourth quarter of 2020.

Noninterest Expenses

Table 5 below sets forth the quarterly results of the major noninterest expense categories for the current and prior year, as well as efficiency ratios (defined below), a standard measure of expense utilization effectiveness commonly used in the banking industry.

Table 5: Noninterest Expenses


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
(000's omitted)	2021			2020			2021			2020			2022			2021
Salaries and employee benefits	$	62,883		$	57,280		$	178,407		$	170,252		$	61,648		$	57,632
Occupancy and equipment		9,867			10,134			31,437			30,627			10,952			11,300
Data processing and communications		12,966			12,096			38,123			33,342			12,659			12,391
Amortization of intangible assets		3,703			3,581			10,300			10,772			3,732			3,351
Legal and professional fees		3,352			2,365			8,885			8,577			3,617			3,034
Business development and marketing		2,383			3,145			7,071			7,162			2,743			2,030
Litigation accrual		(100)			2,950			(100)			2,950
Acquisition expenses		102			796			133			4,537			299			27
Other		5,280			4,619			12,969			13,313			4,157			3,481
Total noninterest expenses	$	100,436		$	96,966		$	287,225		$	281,532		$	99,807		$	93,246
Operating expenses⁽¹⁾/average assets		2.55	%		2.63	%		2.53	%		2.80	%		2.49	%		2.57	%
Efficiency ratio⁽²⁾		61.7	%		58.9	%		60.1	%		59.2	%		59.6	%		59.0	%

(1)	Operating expenses, a non-GAAP measure, is calculated as total noninterest expenses less ~~litigation accrual expenses,~~acquisition expenses and amortization of intangibles. See Table 1110 for Reconciliation of GAAP to Non-GAAP Measures.

(2)

Efficiency ratio, a non-GAAP measure, is calculated as operating expenses as defined in ~~(1)~~⁽¹⁾above divided by net interest income on a fully tax-equivalent basis excluding acquired ~~non-impaired~~non-PCD loan accretion plus noninterest revenues excluding unrealized ~~gains and losses~~gain on equity securities. See Table 1110 for Reconciliation of GAAP to Non-GAAP Measures.

As shown in Table 5, the Company recorded noninterest expenses of ~~$100.4 million and $287.2~~$99.8 million for the ~~third~~first quarter ~~and YTD periods~~ of ~~2021, respectively,~~2022, representing an increase of ~~$3.5~~$6.6 million, or ~~3.6%, and an increase of $5.7 million, or 2.0%~~7.0%, from the ~~respective~~ prior year ~~periods. Combined acquisition-related~~first quarter. The increase in operating expenses ~~and litigation accrual expenses of $3.7~~was attributable to a $4.0 million, ~~and $7.5 million are included~~or 7.0%, increase in ~~third quarter 2020 and YTD 2020 noninterest expenses, respectively. Salaries~~salaries and employee benefits, ~~increased $5.6~~a $0.7 million, or ~~9.8%~~35.1%, increase in business development and ~~$8.2~~marketing, a $0.6 million, or ~~4.8%~~19.2%, ~~for~~increase in legal and professional fees, a $0.6 million, or 19.4%, increase in other expenses, a $0.4 million, or 11.4%, increase in the ~~third quarter~~amortization of intangible assets, a $0.3 million, or 2.2%, increase in data processing and ~~YTD periods of 2021, respectively, as compared to the corresponding periods of 2020.~~communications expenses and a $0.3 million increase in acquisition-related expenses. The increases in these expenses were partially offset by a $0.3 million, or 3.1% decrease in occupancy and equipment expense. The increase in salaries and benefits expense was driven by increases in merit and incentive-related employee wages, higher payroll taxes, ~~including increases in state-related unemployment taxes,~~and higher employee benefit-related expenses, ~~and staffing increases~~offset, in part, by a decrease in full-time equivalent staff between the periods. Other expenses were up due to ~~recent acquisitions.~~the general increase in the level of business activities, including increases in business development and marketing expenses, insurance, professional fees and travel-related expenses. The remaining change to noninterest expenses can be attributed to occupancy and equipment (down $0.3 million for the quarter driven by branch consolidation activities between the periods and up $0.8 million YTD driven by the Steuben acquisition),increase in data processing and communications ~~(up $0.9 million for the quarter and $4.8 million YTD driven by the Steuben acquisition and~~expenses was due to the Company’s implementation of new customer-facing digital technologies and back office ~~systems), amortization of intangible assets (up $0.1 million for~~systems between the ~~quarter due to recent acquisitions~~comparable periods. The decrease in occupancy and ~~down $0.5 million YTD), legal and professional fees (up $1.0 million for~~equipment expense was largely driven by branch office consolidations undertaken between the quarter and $0.3 million YTD due to the general increase in the level of business activities), business development and marketing (down $0.8 million for the quarter and $0.1 million YTD) and other expenses (up $0.7 million for the quarter due to the general increase in the level of business activities and down $0.3 million YTD). Included in other expenses was an increase in non-service related components of the net periodic pension benefit credit (up $0.6 million for the quarter and $2.0 million YTD).periods.

~~Table of Contents~~

The Company’s efficiency ratio (as defined in ~~Table 5~~the table above) was ~~61.7%~~59.6% for the ~~third~~first quarter ~~2.8%~~of 2022, 0.6 percentage points unfavorable to the comparable quarter of ~~2020.~~2021. This resulted from operating expenses (as described ~~in footnote 1 of Table 5~~ above) increasing ~~7.9%~~6.6%, while operating ~~revenues~~revenue (as described in footnote 2 of Table 5 above) increased a lesser 3.0%. The efficiency ratio of 60.1% for the first nine months of 2021 was 0.9% unfavorable compared to the first nine months of 2020 due to 5.2% higher operating expenses (as described in footnote 1 of Table 5 above), while operating revenues (as described footnote 2 of Table 5 above) increased by ~~3.4%~~a lesser 5.5%. Current year operating expenses, excluding intangible amortization ~~litigation accrual expenses~~ and acquisition expenses, as a percentage of average assets decreased eight basis points versus the prior year first quarter. First quarter ~~and was 27 basis points lower than the prior year-to-date period as~~ operating expenses (as defined above) increased ~~at a slower pace than average assets. Operating expenses (as defined above) increased 7.9% for the quarter and increased 5.2% for the year-to-date period,~~6.6% year-over-year, while average assets increased ~~11.0% for the quarter and increased 16.5% for the year-to-date period.~~10.2% primarily due to large inflows of government stimulus-related deposit funding.

Table of Contents

Income Taxes

The ~~third~~first quarter ~~and YTD 2021~~2022 effective income tax ~~rates were 21.1% and 20.9%~~rate was 21.4%, ~~respectively, as~~ compared to ~~the 20.3% and 19.8%~~18.6% for the ~~comparable periods~~first quarter of ~~2020.~~2021. The increase in the ~~third quarter and YTD 2021 effective income tax rates~~rate is primarily attributable to ~~an increase in certain state income tax rates that were enacted in the second quarter of 2021. Partially offsetting this was~~ a ~~higher~~lower level of benefit derived from stock based compensation activity ~~for YTD 2021.~~in the first quarter of 2022. The Company recorded a ~~$2.0~~$0.6 million and ~~$1.3~~$1.8 million reduction in income tax expense associated with stock-based compensation tax benefits for ~~YTD~~the first quarter of 2022 and 2021, ~~and YTD 2020,~~ respectively. The effective tax rates ~~adjusted to exclude~~excluding the stock-based compensation tax benefits were 22.3% for the ~~third~~first quarter of 2022 and ~~YTD~~21.4% for the first quarter of 2021, reflective of an increase in certain state income taxes that were ~~21.1%~~enacted between the periods and ~~22.0%, respectively,~~a decrease in the proportion of tax-exempt revenues in relation to total revenues in the first quarter of 2022 as compared to ~~20.4% and 20.7% for~~ the ~~comparable periods of 2020.~~prior year’s first quarter.

~~Investment Securities~~Investments

The carrying value of investment securities (including unrealized gains and ~~losses)~~losses on available-for-sale securities) was ~~$4.40~~$5.83 billion at the end of the ~~third~~first quarter, an increase of ~~$808.1~~$852.5 million, or 17.1%, from December 31, ~~2020~~2021 and ~~$1.13~~$2.00 billion, or 52.0%, higher than ~~September 30, 2020.~~March 31, 2021. The ~~balance~~carrying value of cash equivalents was ~~$2.10 billion~~$840.6 million at the end of the ~~third~~first quarter, ~~an increase~~a decrease of ~~$629.4~~$877.9 million, or 51.1%, from December 31, ~~2020~~2021 and ~~$461.7 million~~$1.16 billion, or 57.9%, lower than March 31, 2021, as the Company meaningfully shifted the composition of earning assets away from low-yield cash equivalents to higher ~~than September 30, 2020.~~yielding investment securities between the periods. The book value ~~of investment securities~~ (excluding unrealized gains and losses) of ~~$4.45~~investment securities increased $1.21 billion ~~at the end of the third quarter increased $976.7 million~~ from December 31, ~~2020~~2021 and increased ~~$1.34~~$2.29 billion from ~~September 30, 2020.~~March 31, 2021. During the first ~~nine months~~quarter of ~~2021,~~2022, the Company purchased ~~$1.16~~$1.14 billion of U.S. Treasury and agency securities with an average yield of ~~1.28%~~1.62%, ~~$102.4~~$25.8 million of government agency mortgage-backed securities with an average yield of ~~1.77%~~2.42%, ~~$13.8~~and $95.7 million of obligations of state and political subdivisions with an average yield of ~~2.44% and $5.0 million of corporate debt securities with an average yield of 3.25%~~3.31%. These additions were ~~partially~~ offset by ~~$313.9~~proceeds of $50.0 million offrom investment maturities, calls, and principal payments during the first ~~nine~~three months of ~~2021.~~2022. Additionally, there was ~~$8.5~~$4.7 million of net accretion on investment securities during the first ~~nine months~~quarter of ~~2021.~~2022. The effective duration of the investment securities portfolio was ~~7.6~~6.9 years at the end of the ~~third~~first quarter of ~~2021,~~2022, as compared to ~~7.7~~7.5 years at the end of ~~2020~~2021 and ~~3.2~~7.8 years at the end of the ~~third~~first quarter of ~~2020.~~2021.

The change in the carrying value of investment securities is also impacted by the amount of net unrealized gains or losses. At ~~September 30, 2021,~~March 31, 2022, the portfolio had a ~~$47.5~~$403.7 million net unrealized loss, a decrease of ~~$168.6~~$358.8 million from the $44.9 million net unrealized ~~gain~~loss at December 31, ~~2020~~2021 and a ~~$202.8~~$297.4 million decrease from the $106.3 million net unrealized ~~gain~~loss at ~~September 30, 2020.~~March 31, 2021. These changes in the net unrealized position of the portfolio were principally driven by the movements in medium to long-term interest rates, as well as the volume and rates associated with the securities purchases and maturities that have occurred over the past 12 months.

The following table sets forth the fair value for the Company’s investment securities portfolio:

Table 6: Investment Securities


	March 31,		December 31,			March 31,
(000's omitted)	2022		2021			2021
Available-for-Sale Portfolio:
U.S. Treasury and agency securities	$	4,832,087	$	3,998,564	$	2,756,258
Obligations of state and political subdivisions		476,155		430,289		450,171
Government agency mortgage-backed securities		454,247		477,056		544,986
Corporate debt securities		7,497		7,962		3,082
Government agency collateralized mortgage obligations		17,172		20,339		36,894
Total available-for-sale portfolio		5,787,158		4,934,210		3,791,391

Equity and other Securities:
Equity securities, at fair value		465		463		469
Federal Home Loan Bank common stock		7,181		7,188		7,410
Federal Reserve Bank common stock		33,568		33,916		33,916
Other equity securities, at adjusted cost		3,244		3,312		3,311
Total equity and other securities		44,458		44,879		45,106

Total investments	$	5,831,616	$	4,979,089	$	3,836,497

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~~Table 6: Investment Securities~~

September 30, 2021

December 31, 2020

September 30, 2020


Amortized

Fair

Amortized

Fair

Amortized

Fair

(000's omitted)

Cost

Value

Cost

Value

Cost

Value

Available-for-Sale Portfolio:













U.S. Treasury and agency securities

$
3,467,053

$
3,393,260

$
2,423,236

$
2,501,382

$
2,034,512

$
2,149,170

Obligations of state and political subdivisions

404,531

421,965

451,028

475,660

470,518

493,496

Government agency mortgage-backed securities

503,548

510,676

506,540

522,638

508,738

523,974

Corporate debt securities

8,000

8,078

4,499

4,635

4,504

4,602

Government agency collateralized mortgage obligations

23,746

24,392

42,476

43,577

50,134

51,480

Total available-for-sale portfolio

4,406,878

4,358,371

3,427,779

3,547,892

3,068,406

3,222,722

Equity and other Securities:

Equity securities, at fair value

251

459

251

445

251

423

Federal Home Loan Bank common stock

7,251

7,251

7,468

7,468

7,545

7,545

Federal Reserve Bank common stock

33,916

33,916

33,916

33,916

33,916

33,916

Other equity securities, at adjusted cost

2,651

3,401

4,876

5,626

4,707

5,457

Total equity and other securities

44,069

45,027

46,511

47,455

46,419

47,341

Total investments

$
4,450,947

$
4,403,398

$
3,474,290

$
3,595,347

$
3,114,825

$
3,270,063

Loans

~~As shown in Table 7, loans~~Loans ended the ~~third~~first quarter at ~~$7.28~~$7.42 billion, ~~down $176.1~~$48.6 million, or ~~2.4%~~0.7%, ~~from one year earlier~~higher than the fourth quarter of 2021 ending loans of $7.37 billion and ~~down $133.4~~$53.9 million, or ~~1.8%~~0.7%, from the end of 2020. The decline during the last twelve months occurred primarily in the business lending portfolio, reflective of a net decrease in PPP loans, along with lesser declines in the home equity and consumer direct portfolios, partially offset by increases in the consumer indirect and consumer mortgage portfolios. The decline from the end of 2020 was also primarily in the business lending portfolio, reflective of a net decrease in PPP loans, along with a lesser decline in the home equity portfolio, partially offset by increases in the consumer indirect, consumer mortgage and consumer direct portfolios.higher than March 31, 2021.

~~Table 7: Loans~~

(000's omitted)

September 30, 2021

December 31, 2020

September 30, 2020

Business lending

$
3,092,177

42.5
%
$
3,440,077

46.4
%
$
3,433,565

46.0
%
Consumer mortgage

2,470,974

33.9
%

2,401,499

32.4
%

2,410,249

32.3
%
Consumer indirect

1,168,378

16.1
%

1,021,885

13.8
%

1,039,925

13.9
%
Consumer direct

155,602

2.1
%

152,657

2.0
%

161,639

2.2
%
Home equity

395,451

5.4
%

399,834

5.4
%

413,265

5.6
%
Total loans

$
7,282,582

100.0
%
$
7,415,952

100.0
%
$
7,458,643

100.0
%

The business lending portfolio consists of general-purpose business lending to commercial, industrial, non-profit and municipal customers, mortgages on commercial property and ~~vehicle~~ dealer floor plan financing. The business lending portfolio decreased ~~$341.4~~$289.3 million, or ~~9.9%~~8.5%, from ~~September 30, 2020,~~March 31, 2021, primarily driven by a ~~$336.8~~$356.4 million net decrease in PPP loans ~~as a result of~~due to loan forgiveness ~~granted by the SBA.~~activities. The portfolio ~~decreased $347.9~~increased $26.6 million, or 0.9%, from December 31, ~~2020, primarily attributable to~~2021, despite a ~~$302.6~~$42.1 million net decrease in PPP ~~loans.~~loans between the periods due to loan forgiveness activities. Highly competitive conditions for business lending continue to prevail in both the digital marketplace and geographic regions in which the Company operates. The Company strives to generate growth in its business portfolio in a manner that adheres to its goals of maintaining strong asset quality and producing profitable margins. The Company continues to invest in additional personnel, technology and business development resources to further strengthen its capabilities in this important product category.

~~Table of Contents~~

The Company participated in both rounds of the PPP, a specialized low-interest loan program funded by the U.S. Treasury Department and administered by the SBA, including lending pursuant to the 2020 Coronavirus Aid, Relief, and Security Act’s (“CARES Act”), now known as first draw loans. In addition, the Company participated in the 2021 Consolidated Appropriations Act’s (“CAA”) PPP loan program, now known as second draw loans. As of ~~September 30, 2021,~~March 31, 2022, the Company’s business lending portfolio included 4523 first draw PPP loans with a total balance of ~~$14.4~~$1.8 million and ~~1,341~~400 second draw PPP loans with a total balance of ~~$151.0~~$42.6 million. This compares to ~~3,417~~32 first draw PPP loans with a total balance of ~~$470.7~~$10.7 million and 690 second draw PPP loans with a total balance of $77.2 million at ~~December 31, 2020~~the end of the fourth quarter of 2021, and ~~3,473~~874 first draw PPP loans with a total balance of ~~$507.2~~$219.4 million and 1,819 second draw PPP loans with a total balance of $191.5 million at ~~September 30, 2020.~~March 31, 2021.

Consumer mortgages increased ~~$60.7~~$183.2 million, or ~~2.5%~~7.6%, from one year ago, and increased ~~$69.5~~$36.5 million, or ~~2.9%~~1.4%, from December 31, ~~2020~~2021, driven by continued strong housing ~~demand.~~demand and the Company’s competitive product offerings and business development efforts. Interest rate levels, secondary market premiums, expected duration and ALCO strategies continue to be the most significant factors in determining whether the Company chooses to retain, versus sell and service, portions of its new mortgage production. During the fourth quarter of 2020, the Company sold $42.3 million of its secondary market eligible consumer mortgages, which offset a portion of the increase in outstanding balances between the comparable annual periods. The Company ~~changed its strategy to hold the majority of its secondary market eligible consumer mortgages during the fourth quarter of 2020 and~~ is currently holding almost all of its new consumer mortgage production in ~~portfolio, with only $17.0 million of consumer mortgages sold in the first nine months of 2021.~~portfolio. Home equity loans ~~decreased $17.8~~increased $2.9 million, or ~~4.3%~~0.7%, from one year ago, and ~~decreased $4.4~~increased $0.3 million, or ~~1.1%~~0.1%, from December 31, 2020. The Company continues to experience paydowns in its home equity portfolio due in part to some consumers using stimulus funds to reduce debt levels and balances being rolled into re-financed first lien consumer mortgages that offer attractive attributes to customers.2021.

Consumer installment loans, both those originated directly in the branches and online (referred to as “consumer direct”) and indirectly in automobile, marine, and recreational vehicle dealerships (referred to as “consumer indirect”), increased ~~$122.4~~$157.1 million, or ~~10.2%~~13.4%, from one year ago, and ~~increased $149.4~~decreased $14.7 million, or ~~12.7%~~1.1%, from December 31, ~~2020 due in large part to high demand driven by low market interest rates and added personal liquidity to fund larger down payments.~~2021. Strained supplies in all categories ~~while not impactful enough thus far to substantially stunt~~have had some impact on growth opportunities ~~will~~and continue to ~~prop up pricing~~cause elevated collateral values in all indirect collateral categories. Although the consumer indirect loan market is highly competitive, the Company is focused on maintaining a profitable, in-market and contiguous market indirect portfolio, while continuing to pursue the expansion of its dealer network. Consumer direct loans provide attractive returns, and the Company is committed to providing competitive market offerings to its customers in this important loan category. Despite the strong competition the Company faces from the financing subsidiaries of vehicle manufacturers and other financial intermediaries, the Company will continue to strive to grow these key portfolios through varying market conditions over the long term.

The ultimate impact the COVID-19 pandemic will have on loan demand and the Company’s loan balances for the rest of ~~2021~~2022 remains uncertain at this time. The Company’s business lending balances will be unfavorably impacted as first draw and second draw PPP loans continue to be forgiven by the SBA. The Company anticipates assisting the ~~remainder~~majority of ~~the Company’s first draw~~its PPP borrowers with forgiveness requests during the ~~fourth quarter~~remainder of ~~2021 and the majority of the Company’s second draw PPP borrowers with forgiveness requests over the next few quarters.~~2022. The longer-term implications that COVID-19 and the repayment of PPP loans will have on business lending loan demand ~~are presently~~continue to be difficult to predict.

Table of Contents

Asset Quality

~~Table 8 below exhibits~~The following table sets forth the ~~major components~~allocation of ~~nonperforming loans~~the allowance for credit losses by loan category as well as the proportional share of each category’s loan balance to total loans. This allocation is based on management’s assessment, as of a given point in time, of the risk characteristics of each of the component parts of the total loan portfolio and ~~assets and key asset quality metrics for~~is subject to changes when the ~~periods ending September 30, 2021 and 2020 and December 31, 2020.~~

~~Table~~risk factors of ~~Contents~~

~~Table 8: Nonperforming Assets~~

September 30,

December 31,

September 30,

(000’s omitted)

2021

2020

2020

Nonaccrual loans

Business lending

$
47,820

$
55,709

$
11,750

Consumer mortgage

15,605

14,970

14,821

Consumer indirect

0

1

1

Consumer direct

1

3

3

Home equity

2,541

2,246

2,181

Total nonaccrual loans

65,967

72,929

28,756

Accruing loans 90+ days delinquent

Business lending

148

59

39

Consumer mortgage

1,288

3,051

3,182

Consumer indirect

131

219

12

Consumer direct

19

28

34

Home equity

288

565

220

Total accruing loans 90+ days delinquent

1,874

3,922

3,487

Nonperforming loans

Business lending

47,968

55,768

11,789

Consumer mortgage

16,893

18,021

18,003

Consumer indirect

131

220

13

Consumer direct

20

31

37

Home equity

2,829

2,811

2,401

Total nonperforming loans

67,841

76,851

32,243

Other real estate owned (OREO)

891

883

1,209

Total nonperforming assets

$
68,732

$
77,734

$
33,452

Nonperforming loans / total loans

0.93
%

1.04
%

0.43
%
Nonperforming assets / total loans and other real estate

0.94
%

1.05
%

0.45
%
Delinquent loans (30 days old to nonaccruing) to total loans

1.28
%

1.50
%

0.79
%
Net charge-offs to average loans outstanding (quarterly)

0.07
%

0.07
%

0.07
%
Provision for credit losses to net charge-offs (quarterly)

(70)
%

(246)
%

155
%

each component part change. The allocation is not indicative of either the specific amounts of the loan categories in which future charge-offs may be taken, nor should it be taken as an indicator of future loss trends. The allocation of the allowance to each category does not restrict the use of the allowance to absorb losses in any category. As ~~displayed~~shown in Table 8, nonperforming assets at September 30, 2021 were $68.7 million, a $9.0 million decrease versus the level at the end of 2020 and a $35.3 million increase as compared to one year earlier. Nonperforming loans decreased $9.0 million from year-end 2020 and increased $35.6 million from September 30, 2020. Nonperforming loans were 0.93% of7, total ~~loans outstanding~~allowance for credit losses at the end of the ~~third~~first quarter ~~11 basis points lower~~was $50.1 million, down $4.9 million, or 8.9%, from one year earlier and up $0.3 million, or 0.6%, from the end of 2021.

Table 7: Allowance for Credit Losses by Loan Type


	March 31, 2022				December 31, 2021				March 31, 2021
(000's omitted except for ratios)	Allowance		Loan Mix		Allowance		Loan Mix		Allowance		Loan Mix
Business lending	$	20,008	41.4	%	$	21,021	41.2	%	$	27,042	45.4	%
Consumer mortgage		10,324	34.9	%		10,017	34.7	%		9,686	32.7	%
Consumer indirect		12,866	15.8	%		11,737	16.1	%		11,120	14.0	%
Consumer direct		2,725	2.1	%		2,306	2.1	%		2,682	1.9	%
Home equity		1,468	5.4	%		1,814	5.4	%		1,543	5.4	%
PCD loans		1,756	0.4	%		1,974	0.5	%		1,996	0.6	%
Unallocated		1,000	0.0	%		1,000	0.0	%		1,000	0.0	%
Total	$	50,147	100.0	%	$	49,869	100.0	%	$	55,069	100.0	%

As demonstrated in Table 7 and discussed previously, business lending and consumer installment carry higher credit risk than residential real estate, and as a result, these loans carry allowance for credit losses that cover a higher percentage of their total portfolio balances. The unallocated allowance is maintained for potential inherent losses in the ~~level~~specific portfolios that are not captured due to model imprecision. The unallocated allowance of $1.0 million at March 31, 2022 was consistent with December 31, ~~2020~~2021 and ~~50 basis points higher than~~March 31, 2021. The changes in allowance allocations reflect management’s continued refinement of its loss estimation techniques. However, given the ~~level at September 30, 2020.~~

~~With respect~~inherent imprecision in the many estimates used in the determination of the allocated portion of the allowance, management remained conservative in the approaches used to establish the overall allowance for credit losses. Management considers the allocated and unallocated portions of the allowance for credit losses to be prudent and reasonable. Furthermore, the Company’s ~~lending activities, the Company continues~~allowance for credit losses is general in nature and is available to consider customer forbearance requests to assist borrowers that may be experiencing financial hardship due to COVID-19 related challenges, but such requests diminished significantly in the first nine months of 2021. As of September 30, 2021, the Company had 4 borrowers in forbearance due to COVID-19 related financial hardship, representing $3.9 million in outstandingabsorb losses from any loan ~~balances, or 0.01% of total loans outstanding. This compares to 74 borrowers~~category.

Allowance for credit losses and $66.5 million in loans outstanding in forbearance at December 31, 2020 and 216 borrowers and $192.7 million in loans outstanding in forbearance at September 30, 2020. Consistent with industry regulatory guidance, borrowers that were otherwise current on loan ~~payments and granted COVID-19 related financial hardship payment deferrals were reported~~net charge-off ratios are as current loans throughout the first 180 days of the deferral period. Borrowers that were delinquent in their payments to the Bank prior to requesting a COVID-19 related financial hardship payment deferral were reviewed on a case-by-case basis for troubled debt restructure classification and nonperforming loan status.follows:

Table 8: Loan Ratios


	March 31,			December 31,			March 31,
	2022			2021			2021
Allowance for credit losses/total loans		0.68	%		0.68	%		0.75	%
Allowance for credit losses/nonperforming loans		139	%		110	%		73	%
Nonaccrual loans/total loans		0.43	%		0.57	%		0.99	%
Allowance for credit losses/nonaccrual loans		156	%		120	%		75	%
Net charge-offs (annualized) to average loans outstanding (quarterly):
Business lending		(0.03)	%		0.10	%		(0.01)	%
Consumer mortgage		0.00	%		0.00	%		0.02	%
Consumer indirect		0.24	%		0.24	%		0.06	%
Consumer direct		0.32	%		0.53	%		0.22	%
Home equity		(0.08)	%		0.01	%		0.10	%
Total loans		0.03	%		0.09	%		0.02	%

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The ~~increase in nonperforming assets~~net charge-offs during the first quarter of 2022 were $0.5 million, $0.1 million higher than the first quarter of 2021. The business lending, home equity, and ~~loans over~~consumer mortgage portfolios experienced lower net charge-offs during the first quarter of 2022, as compared to the first quarter of 2021, while the consumer indirect and consumer direct portfolios experienced higher net charge-offs than the equivalent prior year period. The total net charge-off ratio (net charge-offs as a percentage of average loans outstanding) for the first quarter of 2022 was ~~primarily driven by~~0.03%, one basis point higher than the first quarter of 2021. Net charge-off ratios for the first quarter of 2022 for the home equity, consumer direct, business lending, and consumer mortgage portfolios were below the Company’s ~~decision to reclassify loans under extended pandemic-related forbearance to nonperforming status. More specifically, during~~average for the ~~fourth quarter~~trailing eight quarters, while the net charge-off ratio for the consumer indirect portfolio was above the Company’s average for the trailing eight quarters. The Company believes the continued very low amount of ~~2020, several commercial borrowers, which primarily operate~~net charge-offs recorded in the ~~hospitality, travel~~first quarter is reflective of general economic conditions, including low levels of unemployment. This is coupled with the residual effect of the extraordinary Federal and ~~entertainment industries, requested extended loan repayment~~State Government financial support provided to consumers throughout the COVID-19 pandemic along with financial support provided to businesses in the form of PPP loans and forbearance due to the continued pandemic-related financial hardship they were experiencing. Although the Company’s management granted these forbearance requests, it also reclassified the majority of these loan relationships from accruing to nonaccrual status, unless the borrower clearly demonstrated current repayment capacity or sufficient cash reserves to service their pre-forbearance payment obligations.programs.

Other real estate owned (“OREO”) at ~~September 30, 2021 of $0.9~~March 31, 2022 was $0.4 million. This compares to $0.7 million ~~was consistent with~~at December 31, ~~2020~~2021 and ~~decreased $0.3~~$0.8 million ~~from September 30, 2020.~~as of March 31, 2021. At ~~September 30, 2021,~~March 31, 2022, OREO consisted of five residential properties with a total value of ~~$0.3~~$0.4 million. This compares to two residential properties with a total value of $0.1 million and one commercial property with a total value of $0.6 ~~million. This compares to five~~million at December 31, 2021, and four residential properties with a total value of ~~$0.3~~$0.2 million and one commercial property with a value of $0.6 million at ~~December~~March 31, ~~2020, and nine residential properties with a total value of $0.6 million and one commercial property with a value of $0.6 million at September 30, 2020.~~2021.

Approximately ~~71%~~38% of the nonperforming loans at ~~September 30, 2021~~March 31, 2022 were related to the business lending portfolio, which is comprised of business loans broadly diversified by industry type. The level of nonperforming ~~business~~ loans ~~increased~~decreased significantly from the prior year as the economic environment improved and businesses resumed normal operations. The Company upgraded several large business loans that had previously requested extended loan repayment forbearance due to pandemic-related hardship from nonaccrual to accruing status during the ~~continued pandemic-related financial hardship experienced by certain~~first quarter of 2022 and fourth quarter of 2021. These borrowers ~~as described previously.~~ had successfully restored all past due payments to current status, resumed their pre-forbearance payment obligations for a period of at least six months, and demonstrated sufficient repayment capacity and cash reserves to be reclassified to accruing status during the fourth quarter of 2021 and first quarter of 2022.

Approximately ~~25%~~54% of nonperforming loans at ~~September 30, 2021~~March 31, 2022 were comprised of consumer mortgages. Collateral values of residential properties within the Company’s market area have generally remained stable or have increased over the past several years. Additionally, strong economic conditions prior to COVID-19 and the recent economic recovery, including lower unemployment levels, has positively impacted consumers and had resulted in more favorable nonperforming consumer mortgage ratios. Economic conditions impacted by COVID-19, including increased unemployment rates, travel restrictions and state government shutdowns of certain business activities, as well as COVID-19 related delays in foreclosure processes have improved over the past few quarters, contributing to a modest decrease in nonperforming loans in the consumer mortgage portfolio as compared to one year earlier. The Company will continue to closely monitor the impact that economic conditions associated with the COVID-19 pandemic could have on its level of delinquent loans, nonperforming assets and ultimately credit-related losses and proactively engage with our customers to strive to limit the potential losses. The remaining 4%8% of nonperforming loans relate to consumer installment and home equity loans, with home equity nonperforming loan levels being driven by the same factors that were identified for consumer mortgages. The allowance for credit losses to nonperforming loans ratio, a general measure of coverage adequacy, was ~~73%~~139% at the end of the ~~third~~first quarter, as compared to ~~79%~~110% at year-end ~~2020~~2021 and ~~201%~~73% at ~~September 30, 2020.~~March 31, 2021. The ~~decrease~~increase in this ratio between the annual quarterly periods was primarily driven by ~~the increase~~a continued decrease in nonperforming business loans ~~as mentioned previously.~~noted above.

The Company’s senior management, special asset officers and lenders review all delinquent and nonaccrual loans and OREO regularly in order to identify deteriorating situations, monitor known problem credits and discuss any needed changes to collection efforts, if warranted. Based on the group’s consensus, a relationship may be assigned a special assets officer or other senior lending officer to review the loan, meet with the borrowers, assess the collateral and recommend an action plan. This plan could include foreclosure, restructuring loans, issuing demand letters or other actions. The Company’s larger criticized credits are also reviewed on a quarterly basis by senior credit administration management, special assets officers and commercial lending management to monitor their status and discuss relationship management plans. Commercial lending management reviews the criticized business loan portfolio on a monthly basis.

Delinquent loans (30 days past due through nonaccruing) as a percent of total loans was ~~1.28%~~0.84% at the end of the ~~third~~first quarter, 2216 basis points below the ~~1.50%~~1.00% at year-end ~~2020~~2021 and 4945 basis points ~~above~~below the ~~0.79%~~1.29% at ~~September 30, 2020.~~March 31, 2021. The business lending delinquency ratio at the end of the ~~third~~first quarter was ~~four~~30 basis points below the level at December 31, ~~2020~~2021 and ~~128~~106 basis points ~~above~~below the level at ~~September 30, 2020,~~March 31, 2021, largely attributable to the ~~aforementioned pandemic-related hardship experienced by~~reclassification of certain ~~loan customers.~~business loans’ status from nonaccrual to accruing during the fourth quarter of 2021 and first quarter of 2022. The delinquency rates for the consumer mortgage, consumer indirect, ~~and~~ consumer direct and home equity portfolios all ~~decreased~~increased as compared to the levels at ~~December~~March 31, ~~2020 and September 30, 2020, while the delinquency rate for the home equity portfolio~~2021, however, all decreased as compared to ~~the level~~their levels at December 31, ~~2020 and increased as compared to the level at September 30, 2020.~~2021. The Company believes ~~the decreases in consumer~~that its credit-related losses and delinquent loan levels ~~was supported by~~have recently been below longer-term historical levels in part due to the extraordinary Federal and ~~State~~Statement Government financial assistance ~~that has been~~ provided to consumers throughout the ~~pandemic.~~pandemic, as well as the funding support to business customers who participated in PPP lending.

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Prediction of future delinquency and credit loss performance is ~~extremely~~ difficult, ~~given~~because although recent economic growth has been above average and the ~~uncertainties centering around~~majority of the restrictions that were put in place during the pandemic have been lifted, there remains uncertainty surrounding the future evolution of the virus, ~~the efficacy of vaccination programs, the related pace of the full resumption of business activities, and the trajectory of~~as well as the economic ~~recovery as government assistance programs are phased out.~~fallout created by supply chain constraints and inflationary pressures. Due to the Company’s continued focus on maintaining strict underwriting standards and the effective utilization of its collection capabilities, the Company expects that its credit performance will eventually return to levels consistent with its average long-term historical results once public health, government intervention and economic conditions return to a more normalized state.

~~Table 9: Allowance for Credit Losses Activity~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(000’s omitted)

2021

2020

2021

2020

Allowance for credit losses at beginning of period

$
51,750

$
64,437

$
60,869

$
49,911

Impact of adopting ASC 326

0

0

0

1,357

Charge-offs:

Business lending

872

827

925

1,010

Consumer mortgage

127

248

369

668

Consumer indirect

1,365

1,281

3,514

4,791

Consumer direct

309

340

822

1,214

Home equity

30

24

145

178

Total charge-offs

2,703

2,720

5,775

7,861

Recoveries:

Business lending

204

99

586

369

Consumer mortgage

3

23

22

67

Consumer indirect

973

1,111

3,402

3,107

Consumer direct

163

225

607

578

Home equity

10

5

19

23

Total recoveries

1,353

1,463

4,636

4,144

Net charge-offs

1,350

1,257

1,139

3,717

Allowance for credit losses on acquired PCD loans

0

0

0

528

Provision for credit losses related to loans

(901)

1,782

(10,231)

13,749

Provision for credit losses related to acquisition

0

0

0

3,134

Allowance for credit losses at end of period

$
49,499

$
64,962

$
49,499

$
64,962

Liabilities for off-balance-sheet credit exposures at beginning of period

$
762

$
1,452

$
1,489

$
0

Impact of adopting ASC 326

0

0

0

1,185

Provision for credit losses related to off-balance-sheet credit exposures from acquisition

0

0

0

67

Provision for credit losses related to off-balance-sheet credit
exposures

(43)

163

(770)

363

Liabilities for off-balance-sheet credit exposures at end of period

$
719

$
1,615

$
719

$
1,615

Allowance for credit losses / total loans

0.68
%

0.87
%

0.68
%

0.87
%
Allowance for credit losses / nonperforming loans

73
%

201
%

73
%

201
%
Net charge-offs (annualized) to average loans outstanding:

Business lending

0.08
%

0.08
%

0.01
%

0.03
%
Consumer mortgage

0.02
%

0.04
%

0.02
%

0.03
%
Consumer indirect

0.14
%

0.07
%

0.01
%

0.21
%
Consumer direct

0.34
%

0.26
%

0.17
%

0.47
%
Home equity

0.02
%

0.02
%

0.04
%

0.05
%
Total loans

0.07
%

0.07
%

0.02
%

0.07
%

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As displayed in Table 9, net charge-offs during the third quarter of 2021 were $1.4 million, $0.1 million higher than third quarter of 2020 net charge-offs of $1.3 million. Net charge-offs for the nine months ended September 30, 2021 were $1.1 million, $2.6 million below the $3.7 million of net charge-offs during the first nine months of 2020. All portfolios experienced lower levels of net charge-offs for the YTD periods of 2021 as compared to the corresponding period of 2020. The consumer indirect, consumer direct and home equity portfolio experienced slightly higher levels of net charge-offs during the third quarter as compared to the corresponding period of 2020, while the consumer mortgage and business lending portfolios experienced slightly lower levels of net charge-offs as compared to the same period. The annualized net charge-off ratio (net charge-offs as a percentage of average loans outstanding) for the third quarter of 2021 was 0.07%, consistent with the third quarter of 2020. Net charge-off ratios for the third quarter of 2021 for the consumer direct, consumer indirect, home equity and consumer mortgage portfolios were below the Company’s average for the trailing eight quarters, while the net charge-off ratio for the business lending portfolio was above the Company’s average for the trailing eight quarters. The September YTD annualized net charge-off ratio of 0.02% for total loans was five basis points lower than it was for the equivalent prior year period.

The Company recorded a $0.9 million provision for credit losses in the first quarter, including a $0.1 million credit loss expense related to off-balance sheet credit exposures. The first quarter provision for credit losses was $6.6 million higher than the equivalent prior year period’s net benefit in the provision for credit losses of $5.7 million, which was mostly driven by a significantly more favorable economic condition and outlook and a decline in the third quarter and an $11.0 million net benefit in the provision for credit losses for the YTD period. The third quarter provision for credit losses was $2.9 million less than the $2.0 million provision for credit losses recorded in the prior year’s third quarter. Exclusive of the $3.2 million of acquisition-related provision due to the Steuben transaction recorded in the second quarter of 2020, the YTD provision for credit losses was $25.1 million lower than the equivalent prior year period.outstanding balances. The allowance for credit losses of ~~$49.5~~$50.1 million as of ~~September 30, 2021~~March 31, 2022 decreased ~~$15.5~~$4.9 million from the level one year ago. ~~At the end~~The current quarter provision for credit losses is reflective of ~~the third quarter~~a stable economic outlook, low levels of ~~2020, unemployment was high~~net charge-offs and economic forecasts reflected continued weakness due to the state of the COVID-19 pandemic. Conversely, during the third quarter of 2021, economic forecasts remained comparatively favorable given the state of the post-vaccine economic recovery, which,delinquent loans, an increase in ~~combination with elevated real estate~~loans outstanding, and ~~vehicle collateral values, drove down expected life of loan losses, resulting~~a decrease in annonperforming loans. The allowance for credit losses to total loans ratio ofwas 0.68% at ~~September 30, 2021, 19~~March 31, 2022, seven basis points lower than the level at ~~September 30, 2020~~March 31, 2021 and ~~14 basis points lower than~~consistent with the level at December 31, ~~2020.~~2021.

Refer to Note E: Loans ofand Allowance for Credit Losses in the ~~Consolidated Financial Statements~~notes to the consolidated financial statements for a discussion of management’s methodology used to estimate the allowance for credit losses.

As of ~~September 30, 2021,~~March 31, 2022, the net purchase discount related to the ~~$1.10 billion~~$966.0 million of remaining non-PCD loan balances acquired from prior period acquisitions was approximately ~~$8.8~~$7.3 million, or ~~0.80%~~0.75% of that portfolio.

Deposits

As shown in Table ~~10,~~9, average deposits of ~~$12.50~~$13.07 billion in the ~~third~~first quarter were ~~$1.57~~$1.52 billion, or ~~14.4%~~13.1%, higher than the ~~third~~first quarter of ~~2020,~~2021, primarily due to ~~the larger than anticipated net~~large inflows ~~and retention~~ of ~~funds related to~~ government ~~stimulus and PPP programs.~~stimulus-related deposit funding. Total average deposit balances increased ~~$1.29 billion,~~$237.7 million, or ~~11.5%~~1.9%, from the fourth quarter of last year, due to continued net inflows of ~~deposits, including those associated with additional stimulus payments and a second round of PPP lending. Average noninterest checking deposits as a percentage~~deposits. The mix of average ~~total deposits was 30.7% in~~deposit balances changed as the ~~third quarter compared to 30.3% in the third quarter~~weighting of ~~2020 and 29.9% in the fourth quarter of last year. Non-maturity~~non-time deposits (noninterest checking, interest checking, savings and money markets) ~~represent 92.3% of~~to total deposits has increased slightly from the ~~Company’s deposit funding base (up from 91.2% one~~prior year ~~earlier), while time deposits represent 7.7% of total average third quarter deposits (down from 8.8% one year earlier).~~levels. The quarterly average cost of deposits was ~~0.09%~~0.08% for the ~~third~~first quarter of 2022, compared to 0.11% in the first quarter of 2021, ~~compared to 0.12% for~~reflective of the ~~fourth quarter of 2020 and 0.13%~~decrease in the ~~third quarter~~average interest rate on interest bearing deposits primarily due to a decrease in the interest rate paid on time deposits and the impact of ~~2020, reflective of market-driven decreases~~aforementioned change in deposit ~~interest rates between the periods and an increase in the proportion of average noninterest checking deposits.~~mix. The Company continues to focus on ~~expanding~~growing its core deposit ~~relationship base~~relationships through its proactive marketing efforts, competitive product offerings and high quality customer service.

Average nonpublic fund deposits for the ~~third~~first quarter of ~~2021~~2022 increased ~~$1.14 billion,~~$182.4 million, or ~~11.6%~~1.6%, versus the fourth quarter of ~~2020~~2021 and increased ~~$1.24~~$1.21 billion, or ~~12.7%~~11.9%, versus the year-earlier period. Average public fund deposits for the ~~third~~first quarter increased ~~$151.1~~$55.3 million, or ~~11.4%~~3.3%, from the fourth quarter of ~~2020~~2021 due to the seasonal receipt of taxes and increased ~~$328.8~~$310.4 million, or ~~28.5%~~22.0%, from the ~~third~~first quarter of ~~2020.~~2021, partially attributable to the funding received by local governments and school districts associated with federal COVID and infrastructure programs. Average public fund deposits as a percentage of total average deposits increased from ~~10.5%~~12.2% in the ~~third quarter of 2020 to 11.9% in the third~~first quarter of 2021 ~~impacted by federal and state stimulus program-related support~~ to ~~municipalities to cover COVID-19 expenditures and investments that cover multi-year timeframes.~~13.2% in the first quarter of 2022.

Table 9: Quarterly Average Deposits

	March 31,		December 31,		March 31,
(000’s omitted)	2022		2021		2021
Noninterest checking deposits	$	3,968,197	$	3,935,586	$	3,491,581
Interest checking deposits		3,307,299		3,215,815		2,962,038
Savings deposits		2,299,645		2,227,776		2,018,887
Money market deposits		2,579,877		2,510,766		2,128,157
Time deposits		914,843		942,205		952,407
Total deposits	$	13,069,861	$	12,832,148	$	11,553,070
Nonpublic fund deposits	$	11,348,299	$	11,165,894	$	10,141,931
Public fund deposits		1,721,562		1,666,254		1,411,139
Total deposits	$	13,069,861	$	12,832,148	$	11,553,070

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~~Table 10: Quarterly Average Deposits~~

September 30,

December 31,

September 30,
(000's omitted)

2021

2020

2020
Noninterest checking deposits

$
3,841,646

$
3,356,156

$
3,312,841
Interest checking deposits

3,147,360

2,791,708

2,676,279
Savings deposits

2,197,592

1,916,715

1,859,544
Money market deposits

2,356,765

2,209,455

2,122,955
Time deposits

960,670

935,886

962,428
Total deposits

$
12,504,033

$
11,209,920

$
10,934,047

Nonpublic fund deposits

$
11,022,010

$
9,878,990

$
9,780,843
Public fund deposits

1,482,023

1,330,930

1,153,204
Total deposits

$
12,504,033

$
11,209,920

$
10,934,047

Borrowings

Borrowings, excluding securities sold under agreement to repurchase, at the end of the ~~third~~first quarter of ~~2021~~2022 totaled ~~$6.2~~$5.1 million. This was ~~$81.1~~$0.1 million, or ~~92.9%~~0.6%, lower than borrowings at December 31, ~~2020~~2021 and ~~$92.5~~$4.1 million, or ~~93.7%~~44.5%, below ~~the level at~~ the end of the ~~third~~first quarter of ~~2020.~~2021. The decrease from the prior year ~~third~~first quarter was primarily due to the redemption of $77.3 million of trust preferred subordinated debt held by Community Capital Trust IV (“CCT IV”), an unconsolidated subsidiary trust, during the first quarter of 2021, the redemption of $10.4 million of subordinated notes payable acquired from the Kinderhook Bank Corp. acquisition during the fourth quarter of 2020 and a decreasedecreases in ~~other~~ FHLB borrowings. The decrease from the fourth quarter of ~~2020~~2021 was primarily related to the ~~aforementioned redemption of the trust preferred subordinated debt held by CCT IV and a~~slight decrease in ~~other~~ FHLB ~~borrowings.~~borrowings and the amortization of premiums on certain acquired subordinated notes payable.

Securities sold under agreement to repurchase, also referred to as customer repurchase agreements, represent collateralized municipal and commercial customer accounts that price and operate similar to a deposit instrument. Customer repurchase agreements were ~~$316.8~~$300.5 million at the end of the ~~third~~first quarter of ~~2021, an increase of $32.8~~2022, $24.2 million ~~from~~lower than December 31, ~~2020 due primarily to the seasonal characteristics of this portfolio,~~2021 and ~~were $36.0~~$42.8 million above their level at September 30, 2020, impacted by federal and state stimulus program-related support to municipalities to cover COVID-19 expenditures and investments that cover multi-year timeframes.higher than March 31, 2021.

Shareholders’ Equity

Total shareholders’ equity ~~was $2.07~~of $1.85 billion at the end of the ~~third~~first quarter ~~down $34.2~~of 2022 represents a decrease of $248.7 million from the balance at December 31, ~~2020.~~2021. The decrease was driven by ~~$125.9~~$271.4 million of other comprehensive loss, net of tax, ~~and~~ dividends declared of ~~$68.4~~$23.2 million and common stock repurchased of $3.5 million, partially offset by net income of ~~$146.1~~$47.1 million, net activity under the Company’s employee stock plan of ~~$9.2~~$0.4 million, and ~~$4.8~~$1.9 million recognized from employee stock options earned. The other comprehensive loss, net of tax, was comprised of a ~~$128.1~~$271.6 million decrease in the after-tax market value adjustment on the available-for-sale investment portfolio as market interest rates increased between the periods, partially offset by a positive ~~$2.2~~$0.2 million adjustment to the funded status of the Company’s retirement plans. Over the past 12 months, total shareholders’ equity decreased ~~$28.7~~$119.3 million, as a decrease in the market value adjustment on investments, ~~and~~ dividends declared and common stock repurchase activity more than offset net income, the issuance of common stock in association with the employee stock plan and the Company’s benefit plans, and the change in the funded status of the Company’s defined benefit pension and other postretirement plans.

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The Company’s Tier 1 leverage ratio, a primary measure of regulatory capital for which 5% is the requirement to be “well-capitalized”, was ~~9.22%~~9.09% at the end of the ~~third~~first quarter, ~~down 94 basis points from year-end 2020~~consistent with the fourth quarter of 2021 and ~~99 basis~~0.54 percentage points below its level one year earlier. The ~~decrease in the~~ Tier 1 leverage ratio ~~in comparison to~~was consistent with its level at December 31, ~~2020 was the~~2021 as a result of ending shareholders’ equity, excluding intangibles and other comprehensive income or loss items, ~~decreasing 0.4%~~increasing 1.8%, primarily from ~~the redemption of $75.0 million of junior subordinated debt partially offset by~~ net earnings retention, while average assets, excluding intangibles and the market value adjustment on investments, increased ~~9.7%~~1.9%, primarily due to continued inflows of customer ~~deposits as a result of government stimulus programs.~~deposits. The Tier 1 leverage ratio decreased compared to the prior year’s ~~third~~first quarter as shareholders’ equity, excluding intangibles and other comprehensive income or loss items, increased ~~2.0%~~5.7% primarily due to net earnings retention, ~~partially offset by the redemption of $75.0 million of junior subordinated debt,~~ while average assets excluding intangibles and the market value adjustment, ~~on investments,~~ increased ~~12.9%~~12.0% primarily due to the high levels of customer deposit inflows from government stimulus ~~program~~ and PPP ~~lending-related funding inflows.~~programs. The net tangible equity-to-assets ratio (a non-GAAP measure) of ~~8.59%~~6.98% decreased ~~133 basis~~1.71 percentage points from ~~both~~ December 31, ~~2020~~2021 and ~~September 30, 2020~~decreased 1.50 percentage points versus March 31, 2021 (See Table 1110 for Reconciliation of Quarterly GAAP to Non-GAAP Measures). The decrease in the net tangible equity to net tangible assets ratio ~~over the past 12 months~~(non-GAAP) from one year prior was primarily driven by a ~~$1.47 billion,~~$139.4 million, or ~~11.2%~~11.9%, decrease in tangible equity due to the decline in the after-tax market value adjustment on available-for-sale investment securities and a $985.6 million, or 7.1%, increase in tangible assets due to the aforementioned ~~government stimulus-related~~stimulus and PPP-related funding ~~inflows, as well as~~inflows. The decrease in the net tangible equity to net tangible assets ratio (non-GAAP) from the fourth quarter of 2021 was driven by a ~~$154.1~~$247.6 million ~~decline~~decrease in tangible equity due to the impact of higher market interest rates on the after-tax market value adjustment on ~~the Company’s~~ available-for-sale investment securities, ~~portfolio due to higher market interest rates and changes in the composition of the portfolio.~~while tangible assets increased $74.3 million.

The dividend payout ratio (dividends declared divided by net income) for the first ~~nine months~~quarter of ~~2021~~2022 was ~~46.8%~~49.4%, compared to ~~55.8% for the nine months ended September 30, 2020. Dividends declared~~42.6% for the first ~~nine months~~quarter of ~~2021~~2021. First quarter dividends declared increased ~~3.7% compared to the first nine months of 2020,~~2.4% versus one year earlier, as the Company’s quarterly dividend per share was raised ~~from $0.41 to $0.42 in the third quarter of 2020 and~~ from $0.42 to $0.43 in the third quarter of 2021, while net income ~~increased 23.6% versus~~decreased 11.0% over the ~~equivalent year-to-date~~prior year period, primarily due to the previously noted increase in ~~most part to a significantly lower~~the provision for credit losses. The 2021 dividend increase marked the Company’s 29^th consecutive year of increased dividend payouts to common shareholders. Additionally, the number of common shares outstanding increased ~~0.7%~~0.1% over the last twelve ~~months, primarily related to activity in the Company’s employee stock plans.~~months.

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Liquidity

Liquidity risk is a measure of the Company’s ability to raise cash when needed at a reasonable cost and minimize any loss. The Company maintains appropriate liquidity levels in both normal operating ~~environments~~conditions as well as stressed environments. The Company must be capable of meeting all obligations to its customers at any time and, therefore, the active management of its liquidity position remains an important management objective. The Bank has appointed the Asset Liability Committee (“ALCO”) to manage liquidity risk using policy guidelines and limits on indicators of potential liquidity risk. The indicators are monitored using a scorecard with three risk level limits. These risk indicators measure core liquidity and funding needs, capital at risk and change in available funding sources. The risk indicators are monitored using such ~~statistics~~metrics as the core basic surplus ratio, unencumbered securities to average assets, free loan collateral to average assets, loans to deposits, deposits to total funding and borrowings to total funding ratios.

Given the uncertain nature of the Company’s ~~customers'~~customers’ demands, as well as the ~~Company's~~Company’s desire to take advantage of earnings enhancement opportunities, the Company must have adequate sources of on and off-balance sheet funds available that can be utilized ~~in time of need.~~when needed. Accordingly, in addition to the liquidity provided by balance sheet cash flows, liquidity must be supplemented with additional sources such as credit lines from correspondent banks and borrowings from the FHLB and the Federal Reserve Bank of New York (“Federal Reserve”). Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements, large certificates of deposit and the brokered CD market. The primary source of non-deposit funds is FHLB overnight advances, of which there were no outstanding borrowings at ~~September 30, 2021.~~March 31, 2022.

The Company’s primary sources of liquidity are its liquid assets, as well as unencumbered loans and securities that can be used to collateralize additional funding. At ~~September 30, 2021,~~March 31, 2022, the Bank had ~~$2.32~~$1.02 billion of cash and cash equivalents of which ~~$2.10 billion~~$841 million are interest-earning deposits held at the Federal Reserve, FHLB and other correspondent banks. The Company also had ~~$1.66~~$1.78 billion in unused FHLB borrowing capacity based on the Company’s quarter-end loan collateral levels and maintained ~~$248.9~~$237.1 million of funding availability at the Federal ~~Reserve Bank’s~~Reserve’s discount window. Additionally, the Company has ~~$2.03~~$3.45 billion of unencumbered securities that could be pledged at the FHLB or Federal Reserve to obtain additional funding. There iswas $25.0 million available in unsecured lines of credit with other correspondent banks at ~~quarter-end.~~quarter end.

~~Table of Contents~~

The Company’s primary approach to measuring short-term liquidity is known as the Basic Surplus/Deficit model. It is used to calculate liquidity over two time periods: first, the amount of cash that could be made available within 30 days (calculated as liquid assets less short-term liabilities as a percentage of average assets); and second, a projection of subsequent cash availability over an additional 60 days. As of ~~September 30, 2021,~~March 31, 2022, this ratio was ~~24.9%~~24.5% for 30-days and ~~25.1%~~24.7% for 90-days, excluding the ~~Company's~~Company’s capacity to borrow additional funds from the FHLB and other sources. This is considered to be a sufficient amount of liquidity based on the Company’s internal policy requirement of 7.5%.

A sources and uses statement is used by the Company to measure intermediate liquidity risk over the next twelve months. As of ~~September 30, 2021,~~March 31, 2022, there is more than enough liquidity available during the next year to cover projected cash outflows. In addition, stress tests on the cash flows are performed in various scenarios ranging from high probability events with a low impact on the liquidity position to low probability events with a high impact on the liquidity position. The results of the stress tests as of ~~September 30, 2021~~March 31, 2022 indicate the Company has sufficient sources of funds for the next year in all simulated stressed scenarios.

To measure longer-term liquidity, a baseline projection of loan and deposit growth for five years is made to reflect how liquidity levels could change over time. This five-year measure reflects ample liquidity for loan and other asset growth over the next five years.

Though remote, the possibility of a funding crisis exists at all financial institutions. Accordingly, management has addressed this issue by formulating a Liquidity Contingency Plan, which has been reviewed and approved by both the Company’s Board of Directors (the “Board”) and the Company’s ALCO. The plan addresses the actions that the Company would take in response to both a short-term and long-term funding crisis.

A short-term funding crisis would most likely result from a shock to the financial system, either internal or external, which disrupts orderly short-term funding operations. Such a crisis would likely be temporary in nature and would not involve a change in credit ratings. A long-term funding crisis would most likely be the result of drastic credit deterioration at the Company. Management believes that both potential circumstances have been fully addressed through ~~detailed action plans and~~ the establishment of trigger points for monitoring such ~~events.~~events and detailed action plans that would be initiated if those trigger points are reached.

5644

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Forward-Looking Statements

This report contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Forward-looking statements often use words such as “anticipate,” “could,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “forecast,” “believe,” or other words of similar meaning. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Moreover, the Company’s plans, objectives and intentions are subject to change based on various factors (some of which are beyond the Company’s control). Factors that could cause actual results to differ from those discussed in the forward-looking statements include: (1) the macroeconomic and other challenges and uncertainties related to the COVID-19 pandemic, variants of COVID-19, and related vaccine rollout and efficacy, including the negative impacts and disruptions on public health, the Company’s corporate and consumer customers, the communities the Company serves, and the domestic and global economy, which may have an adverse effect on the Company’s business; (2) current and future economic and market conditions, including the effects of ~~a decline~~changes in housing or vehicle prices, ~~higher~~ unemployment rates, labor shortages, supply chain disruption, inability to obtain raw materials and supplies, U.S. fiscal debt, budget and tax matters, geopolitical matters, and any slowdown in global economic growth; (3) changes to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (the “PPP”), including to the rules under which the PPP is administered, with respect to the origination, servicing, or forgiveness of PPP loans, whether now existing or originated in the future, or the terms and conditions of any guaranteed payments due to the Company from the SBA with respect to PPP loans; (4) the effect of, and changes in, monetary and fiscal policies and laws, including future changes in Federal ~~or State~~and state statutory income tax rates and interest rate and other policy actions of the Board of Governors of the Federal Reserve System; (5) the effect of changes in the level of checking or savings account deposits on the Company’s funding costs and net interest margin; (6) future provisions for credit losses on loans and debt securities; (7) changes in nonperforming assets; (8) the effect of a fall in stock market or bond prices on the Company’s fee income businesses, including its employee benefit services, wealth management, and insurance businesses; (9) risks related to credit quality; (10) inflation, interest rate, liquidity, market and monetary fluctuations; (11) the strength of the U.S. economy in general and the strength of the local economies where the Company conducts its business; (12) the timely development of new products and services and customer perception of the overall value thereof (including features, pricing and quality) compared to competing products and services; (13) changes in consumer spending, borrowing and savings habits; (14) technological changes and implementation and financial risks associated with transitioning to new technology-based systems involving large multi-year contracts; (15) the ability of the Company to maintain the security of its financial, accounting, technology, data processing and other operating systems and facilities; (16) effectiveness of the Company’s risk management processes and procedures, reliance on models which may be inaccurate or misinterpreted, the Company’s ability to manage its credit or interest rate risk, the sufficiency of its allowance for credit losses and the accuracy of the assumptions or estimates used in preparing the Company’s financial statements and disclosures; (17) failure of third parties to provide various services that are important to the Company’s operations; (18) any acquisitions or mergers that might be considered or consummated by the Company and the costs and factors associated therewith, including differences in the actual financial results of the acquisition or merger compared to expectations and the realization of anticipated cost savings and revenue enhancements; (19) the ability to maintain and increase market share and control expenses; (20) the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of the Company and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, service fees, risk management, securities and other aspects of the financial services ~~industry, specifically the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or those emanating from COVID-19;~~industry; (21) changes in the Company’s organization, compensation and benefit plans and in the availability of, and compensation levels for, employees in its geographic markets; (22) the outcome of pending or future litigation and government proceedings; (23) the effects of climate change and natural disasters on the Company’s operations or the operations of its customers; (24) other risk factors outlined in the Company’s filings with the SEC from time to time; and ~~(24)~~(25) the success of the Company at managing the risks of the foregoing.

The foregoing list of important factors is not all-inclusive. For more information about factors that could cause actual results to differ materially from the Company’s expectations, refer to ~~“Item 1A Risk~~the discussion under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with Securities and Exchange Commission for the year ended December 31, ~~2020.~~2021 and this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date on which such statement is made. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.

5745

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Reconciliation of GAAP to Non-GAAP Measures

Table ~~11:~~10: GAAP to Non-GAAP Reconciliations


	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
(000's omitted)	2021		2020		2021		2020		2022			2021
Income statement data
Pre-tax, pre-provision net revenue
Net income (GAAP)	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055		$	52,850
Income taxes		12,092		10,904		38,616		29,153		12,777			12,108
Income before income taxes		57,428		53,713		184,746		147,344		59,832			64,958
Provision for credit losses		(944)		1,945		(11,001)		17,313		906			(5,719)
Pre-tax, pre-provision net revenue (non-GAAP)		56,484		55,658		173,745		164,657		60,738			59,239
Acquisition expenses		102		796		133		4,537		299			27
Unrealized loss (gain) on equity securities		10		12		(14)		30
Litigation accrual		(100)		2,950		(100)		2,950
Unrealized gain on equity securities										(2)			(24)
Adjusted pre-tax, pre-provision net revenue (non-GAAP)	$	56,496	$	59,416	$	173,764	$	172,174	$	61,035		$	59,242

Pre-tax, pre-provision net revenue per share
Diluted earnings per share (GAAP)	$	0.83	$	0.79	$	2.68	$	2.22	$	0.86		$	0.97
Income taxes		0.22		0.20		0.71		0.55		0.24			0.22
Income before income taxes		1.05		0.99		3.39		2.77		1.10			1.19
Provision for credit losses		(0.01)		0.04		(0.20)		0.32		0.01		��	(0.10)
Pre-tax, pre-provision net revenue per share (non-GAAP)		1.04		1.03		3.19		3.09		1.11			1.09
Acquisition expenses		0.00		0.02		0.00		0.09		0.01			0.00
Unrealized loss (gain) on equity securities		0.00		0.00		0.00		0.00
Litigation accrual		0.00		0.05		0.00		0.05
Unrealized gain on equity securities										0.00			0.00
Adjusted pre-tax, pre-provision net revenue per share (non-GAAP)	$	1.04	$	1.10	$	3.19	$	3.23	$	1.12		$	1.09

Net income
Net income (GAAP)	$	45,336	$	42,809	$	146,130	$	118,191	$	47,055		$	52,850
Acquisition expenses		102		796		133		4,537		299			27
Tax effect of acquisition expenses		(21)		(162)		(27)		(915)		(64)			(5)
Subtotal (non-GAAP)		45,417		43,443		146,236		121,813		47,290			52,872
Acquisition-related provision for credit losses		0		0		0		3,201
Tax effect of acquisition-related provision for credit losses		0		0		0		(649)
Subtotal (non-GAAP)		45,417		43,443		146,236		124,365
Unrealized loss (gain) on equity securities		10		12		(14)		30
Tax effect of unrealized loss (gain) on equity securities		(2)		(2)		2		(6)
Subtotal (non-GAAP)		45,425		43,453		146,224		124,389
Litigation accrual		(100)		2,950		(100)		2,950
Tax effect of litigation accrual		21		(599)		21		(599)
Unrealized gain on equity securities										(2)			(24)
Tax effect of unrealized gain on equity securities										0			4
Operating net income (non-GAAP)		45,346		45,804		146,145		126,740		47,288			52,852
Amortization of intangibles		3,703		3,581		10,300		10,772		3,732			3,351
Tax effect of amortization of intangibles		(780)		(727)		(2,155)		(2,130)		(797)			(625)
Subtotal (non-GAAP)		48,269		48,658		154,290		135,382		50,223			55,578
Acquired non-impaired loan accretion		(906)		(1,326)		(3,177)		(4,156)
Tax effect of acquired non-impaired loan accretion		191		269		666		821
Acquired non-PCD loan accretion										(734)			(1,102)
Tax effect of acquired non-PCD loan accretion										157			205
Adjusted net income (non-GAAP)	$	47,554	$	47,601	$	151,779	$	132,047	$	49,646		$	54,681

Return on average assets
Adjusted net income (non-GAAP)									$	49,646		$	54,681
Average total assets										15,596,209			14,157,685
Adjusted return on average assets (non-GAAP)										1.29	%		1.57	%

Return on average equity
Adjusted net income (non-GAAP)									$	49,646		$	54,681
Average total equity										2,040,843			2,066,792
Adjusted return on average equity (non-GAAP)										9.87	%		10.73	%

5846

Table of Contents

Three Months Ended

Nine Months Ended

September 30,

September 30,

(000's omitted)

2021

2020

2021

2020

Return on average assets

Adjusted net income (non-GAAP)

$
47,554

$
47,601

$
151,779

$
132,047

Average total assets

15,027,478

13,543,460

14,638,269

12,564,600

Adjusted return on average assets (non-GAAP)

1.26
%

1.40
%

1.39
%

1.40
%

Return on average equity

Adjusted net income (non-GAAP)

$
47,554

$
47,601

$
151,779

$
132,047

Average total equity

2,104,164

2,095,211

2,057,700

2,002,797

Adjusted return on average equity (non-GAAP)

8.97
%

9.04
%

9.86
%

8.81
%

Earnings per common share

Diluted earnings per share (GAAP)

$
0.83

$
0.79

$
2.68

$
2.22

Acquisition expenses

0.00

0.02

0.00

0.09

Tax effect of acquisition expenses

0.00

0.00

0.00

(0.02)

Subtotal (non-GAAP)

0.83

0.81

2.68

2.29

Acquisition-related provision for credit losses

0.00

0.00

0.00

0.06

Tax effect of acquisition-related provision for credit losses

0.00

0.00

0.00

(0.01)

Subtotal (non-GAAP)

0.83

0.81

2.68

2.34

Unrealized loss (gain) on equity securities

0.00

0.00

0.00

0.00

Tax effect of unrealized loss (gain) on equity securities

0.00

0.00

0.00

0.00

Subtotal (non-GAAP)

0.83

0.81

2.68

2.34

Litigation accrual

0.00

0.05

0.00

0.05

Tax effect of litigation accrual

0.00

(0.01)

0.00

(0.01)

Operating earnings per share (non-GAAP)

0.83

0.85

2.68

2.38

Amortization of intangibles

0.07

0.07

0.19

0.21

Tax effect of amortization of intangibles

(0.01)

(0.01)

(0.04)

(0.03)

Subtotal (non-GAAP)

0.89

0.91

2.83

2.56

Acquired non-impaired loan accretion

(0.02)

(0.03)

(0.06)

(0.09)

Tax effect of acquired non-impaired loan accretion

0.00

0.00

0.01

0.01

Diluted adjusted net earnings per share (non-GAAP)

$
0.87

$
0.88

$
2.78

$
2.48

Noninterest operating expenses

Noninterest expenses (GAAP)

$
100,436

$
96,966

$
287,225

$
281,532

Amortization of intangibles

(3,703)

(3,581)

(10,300)

(10,772)

Acquisition expenses

(102)

(796)

(133)

(4,537)

Litigation accrual

100

(2,950)

100

(2,950)

Total adjusted noninterest expenses (non-GAAP)

$
96,731

$
89,639

$
276,892

$
263,273

Efficiency ratio

Adjusted noninterest expenses (non-GAAP) - numerator

$
96,731

$
89,639

$
276,892

$
263,273

Fully tax-equivalent net interest income

93,416

93,928

281,242

277,980

Noninterest revenues

64,309

59,659

182,300

171,219

Acquired non-impaired loan accretion

(906)

(1,326)

(3,177)

(4,156)

Unrealized loss (gain) on equity securities

10

12

(14)

30

Operating revenues (non-GAAP) - denominator

$
156,829

$
152,273

$
460,351

$
445,073

Efficiency ratio (non-GAAP)

61.7
%

58.9
%

60.1
%

59.2
%


	Three Months Ended
	March 31,
(000's omitted)	2022			2021
Income statement data (continued)
Earnings per common share
Diluted earnings per share (GAAP)	$	0.86		$	0.97
Acquisition expenses		0.01			0.00
Tax effect of acquisition expenses		0.00			0.00
Subtotal (non-GAAP)		0.87			0.97
Unrealized gain on equity securities		0.00			0.00
Tax effect of unrealized gain on equity securities		0.00			0.00
Operating earnings per share (non-GAAP)		0.87			0.97
Amortization of intangibles		0.07			0.06
Tax effect of amortization of intangibles		(0.02)			(0.01)
Subtotal (non-GAAP)		0.92			1.02
Acquired non-PCD loan accretion		(0.01)			(0.02)
Tax effect of acquired non-PCD loan accretion		0.00			0.00
Diluted adjusted net earnings per share (non-GAAP)	$	0.91		$	1.00

Noninterest operating expenses
Noninterest expenses (GAAP)	$	99,807		$	93,246
Amortization of intangibles		(3,732)			(3,351)
Acquisition expenses		(299)			(27)
Total adjusted noninterest expenses (non-GAAP)	$	95,776		$	89,868

Efficiency ratio
Adjusted noninterest expenses (non-GAAP) - numerator	$	95,776		$	89,868
Fully tax-equivalent net interest income		95,702			94,857
Noninterest revenues		65,673			58,531
Acquired non-PCD loan accretion		(734)			(1,102)
Unrealized gain on equity securities		(2)			(24)
Operating revenues (non-GAAP) - denominator	$	160,639		$	152,262
Efficiency ratio (non-GAAP)		59.6	%		59.0	%


	March 31,			December 31,			March 31,
(000's omitted)	2022			2021			2021
Balance sheet data – at end of quarter
Total assets
Total assets (GAAP)	$	15,625,883		$	15,552,657		$	14,620,181
Intangible assets		(863,038)			(864,335)			(843,045)
Deferred taxes on intangible assets		43,968			44,160			44,105
Total tangible assets (non-GAAP)	$	14,806,813		$	14,732,482		$	13,821,241

Total common equity
Shareholders' Equity (GAAP)	$	1,852,103		$	2,100,807		$	1,971,397
Intangible assets		(863,038)			(864,335)			(843,045)
Deferred taxes on intangible assets		43,968			44,160			44,105
Total tangible common equity (non-GAAP)	$	1,033,033		$	1,280,632		$	1,172,457

Net tangible equity-to-assets ratio at quarter end
Total tangible common equity (non-GAAP) - numerator	$	1,033,033		$	1,280,632		$	1,172,457
Total tangible assets (non-GAAP) - denominator	$	14,806,813		$	14,732,482		$	13,821,241
Net tangible equity-to-assets ratio at quarter end (non-GAAP)		6.98	%		8.69	%		8.48	%

5947

Table of Contents

September 30,

December 31,

September 30,

(000's omitted)

2021

2020

2020

Balance sheet data – at end of quarter

Total assets

Total assets (GAAP)

$
15,331,098

$
13,931,094

$
13,845,325

Intangible assets

(868,104)

(846,648)

(850,214)

Deferred taxes on intangible assets

43,768

44,370

44,733

Total tangible assets (non-GAAP)

$
14,506,762

$
13,128,816

$
13,039,844

Total common equity

Shareholders' Equity (GAAP)

$
2,069,934

$
2,104,107

$
2,098,660

Intangible assets

(868,104)

(846,648)

(850,214)

Deferred taxes on intangible assets

43,768

44,370

44,733

Total tangible common equity (non-GAAP)

$
1,245,598

$
1,301,829

$
1,293,179

Net tangible equity-to-assets ratio at quarter end

Total tangible common equity (non-GAAP) - numerator

$
1,245,598

$
1,301,829

$
1,293,179

Total tangible assets (non-GAAP) - denominator

$
14,506,762

$
13,128,816

$
13,039,844

Net tangible equity-to-assets ratio at quarter end (non-GAAP)

8.59
%

9.92
%

9.92
%

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates, prices or credit risk. Credit risk associated with the Company’s loan portfolio has been previously discussed in the asset quality section of the MD&A. Management believes that the tax risk of the Company’s municipal investments associated with potential future changes in statutory, judicial and regulatory actions is minimal. Treasury, agency, mortgage-backed and ~~CMO~~collateralized mortgage obligation securities issued by government agencies comprise ~~90.6%~~92.0% of the total portfolio and are currently rated AAA by Moody’s Investor Services and AA+ by Standard & Poor’s. ~~Municipals~~Obligations of state and political subdivisions account for ~~9.2%~~7.9% of the total portfolio, of which, ~~94.2%~~95.4% carry a minimum rating of A-. The remaining ~~0.2%~~0.1% of the portfolio is comprised of other investment grade securities. The Company does not have material foreign currency exchange rate risk exposure. Therefore, almost all the market risk in the investment portfolio is related to interest rates.

The ongoing monitoring and management of both interest rate risk and liquidity inover the short and long term time horizons is an important component of the ~~Company's~~Company’s asset/liability management process, which is governed by ~~limits~~guidelines established in the policies reviewed and approved annually by the Company’s Board. The Board delegates responsibility for carrying out the policies to the ALCO, which meets each month. The committee is made up of the ~~Company's~~Company’s senior management as well as regional and line-of-business managers who oversee specific earning asset classes and various funding sources. As the Company does not believe it is possible to reliably predict future interest rate movements, it has maintained an appropriate process and set of measurement tools, which enables it to identify and quantify sources of interest rate risk in varying rate environments. The primary tool used by the Company in managing interest rate risk is income simulation. This begins with the development of a base case scenario, which projects net interest income (“NII”) over the next twelve month period. The base case scenario NII may increase or decrease significantly from quarter to quarter reflective of changes during the most recent quarter in the Company’s: (i) earning assets and liabilities balances, (ii) composition of earning assets and liabilities, (iii) earning asset yields, (iv) cost of funds and (v) model projections, as well as current market interest rates, including the slope of the yield curve and projected changes in the slope of the yield curve over the twelve month period.

While a wide variety of strategic balance sheet and treasury yield curve scenarios are tested on an ongoing basis, the following reflects the ~~Company's~~Company’s estimated ~~net interest income (“NII”)~~NII sensitivity as compared to the base case scenario over the subsequent twelve months based on:

●	~~Asset and liability~~Balance sheet levels using ~~September 30, 2021~~March 31, 2022 as a starting point.

●	Pending acquisitions are excluded from this model.

●	The model assumes the Company’s average deposit balances will increase approximately ~~2.6%~~1.8% over the next twelve months.

●	The model assumes the Company’s average earning asset balances will increase approximately ~~3.3%~~2.5% over the next twelve months.

~~Table of Contents~~

●

Cash flows on earning assets are based on contractual maturity, optionality, and amortization schedules along with applicable prepayments derived from internal historical data and external sources. The model assumes that all of the remaining first draw PPP loans originated during 2020 will be forgiven and repayment of ~~the vast majority~~all of the balances would occur over the next 129 months. The majority of the second draw PPP loans originated in 2021 ~~under the “Second Draw”~~ are ~~generally~~ projected to be forgiven and repaid over the next 9 months. All other loan balances are generally projected to increase modestly throughout the forecast period.

●

As of ~~September 30, 2021,~~March 31, 2022, cash equivalents were just ~~under $2.1 billion.~~over $840 million. The model assumes approximately ~~44%~~22% of the excess cash and cash flows from investment contractual maturities and prepayments, estimated at ~~$1.1 billion,~~$250 million, are to be invested in long-term securities over the next ~~twelve~~nine months.

●

In the rising rates scenarios, the prime rate and federal funds rates are assumed to move up by the amounts listed below over a 12-month period while moving the long end of the treasury curve to spreads over the three month treasury that are more consistent with historical norms based on the last three years (normalized yield curve). Deposit rates are assumed to move in a manner that reflects the historical relationship between deposit rate movement and changes in the federal funds rate. In the -100 basis point model, the prime and federal funds ~~rate~~rates are dropped 25 basis points each and held at ~~current~~those levels, and the treasury ~~yield~~ curve ~~is assumed to move to levels experienced during~~assumes the 3^rd ~~quarter~~same slope as the rising rate scenarios, with all points normalizing off of ~~2020 as a result~~the three month treasury rate of ~~COVID-19.~~25 basis points.

Table of Contents

Net Interest Income Sensitivity Model

Calculated annualized increase (decrease)

in projected net interest

income at September 30, 2021
Interest rate scenario

(000’s omitted)
+200 basis points

$
15,592
+100 basis points

$
7,174
-100 basis points

$
(4,809)


		Calculated annualized increase
		(decrease) in projected net interest
		income at March 31, 2022
Interest rate scenario		(000’s omitted)
+200 basis points		$5,352
+100 basis points		$190
-100 basis points		($9,315)

Projected NII over the 12-month forecast period increases in the rising rate environments largely due to higher rates earned on significant levels of cash equivalents, investment purchases, and assumed higher rates on new loans ~~including~~and a portion of variable and adjustable rate loans. These increases are partially offset by anticipated increases in deposit and borrowing costs. Over the longer time period, the growth in NII continues to improve in both rising rate environments as the impact from lower yielding assets ~~mature~~maturing and ~~are~~being replaced at higher ~~rates.~~rates is significantly more material than the increase in funding costs.

In the -100 basis points scenario, the Company shows interest rate risk exposure to lower ~~short term rates.~~rates on all terms. During the first twelve months, net interest income declines largely due to lower assumed rates on cash equivalents, investment purchases, and ~~new loans, including~~loan originations and certain adjustable and variable rate ~~assets.~~loans. Modestly lower funding costs associated with deposits and borrowings only partially offset a small proportion of the decrease in interest income.

The analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions: the nature and timing of interest rate levels (including yield curve shape), prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and other factors. While the assumptions are developed based upon a reasonable outlook for national and local economic and ~~local~~ market conditions, the Company cannot make any assurances as to the predictive efficacy of these assumptions, including how customer preferences or competitor influences might change. Furthermore, the sensitivity analysis does not reflect actions that the ALCO might take in responding to or anticipating changes in interest ~~rates.~~rates and other developments.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule 13a -15(e) and 15d – 15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), designed to ensure information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is: (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures, with the participation of the Chief Executive Officer and the Chief Financial Officer, it has concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were effective as of ~~September 30, 2021.~~March 31, 2022.

Changes in Internal Control over Financial Reporting

The Company regularly assesses the adequacy of its internal controls over financial reporting. There have been no changes in the Company’s internal controls over financial reporting in connection with the evaluation referenced in the paragraph above that occurred during the Company’s quarter ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II.Other Information

Item 1. Legal Proceedings

The Company and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. As of ~~September 30, 2021,~~March 31, 2022, management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or its subsidiaries will be material to the Company’s consolidated financial position. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with such legal proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent the pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of reasonably possible losses for matters where an exposure is not currently estimable or considered probable, beyond the existing recorded liabilities, is believed to be between $0 and $1 million in the aggregate. This estimated range is based on information currently available to the Company and involves elements of judgment and significant uncertainties. Information on current legal proceedings is set forth in Note J to the consolidated financial statements included under Part I, Item 1. Although the Company does not believe that the outcome of pending litigation will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.

Item 1A. Risk Factors

~~There has not been any~~In addition to the other information contained in this Quarterly Report on Form 10-Q, the following risk factors represent material ~~change in~~updates and additions to the risk factors ~~disclosure from that contained~~previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2021, as filed with the SEC on March 1, ~~2021.~~2022. These are not the only risks the Company faces. Additional risks not presently known to the Company, or that are currently deemed immaterial, may also adversely affect the Company��s business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company.

External and Market-Related Risk

The Company’s business and results of operations may be adversely affected by the U.S. and global financial markets, fiscal, monetary, and regulatory policies, and economic conditions generally.

General political, economic, and social conditions in the U.S. and in countries abroad affect markets in the U.S. and ultimately the Company’s business. In particular, U.S. markets may be affected by the level and volatility of interest rates, availability and market conditions of financing, economic growth, historically high levels of inflation, supply chain disruptions, consumer spending, employment levels, labor shortages, wage escalation or stagnation, changes in home prices, commercial property values, the growth of global trade and commerce, the availability and cost of capital and credit, and investor sentiment and confidence. Additionally, U.S. energy and commodity markets may be adversely affected by the current or anticipated impact of climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, including the war between Russia and Ukraine, terrorism or other geopolitical events. Market fluctuations may impact the Company’s margin requirements and affect its business liquidity. Also, any sudden or prolonged market downturn in the U.S., as a result of the above factors or otherwise, could result in a decline in net interest income and noninterest income and adversely affect the Company’s results of operations and financial condition, including capital and liquidity levels. The economic developments in connection with the ongoing pandemic, including supply chain disruptions, increased inflation, changes to the Company’s customers’ industries, the emergence of new COVID-19 variants and significant restrictions on households and businesses in the U.S. and abroad have adversely impacted and may continue to adversely impact financial markets and macroeconomic conditions and could result in additional market volatility and disruptions globally.

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Actions taken by the Federal Reserve, including changes in its target funds rate, balance sheet management, and lending facilities are beyond the Company’s control and difficult to predict. These actions can affect interest rates and the value of financial instruments and other assets and liabilities and can impact the Company’s borrowers. Sudden changes in monetary policy, for example in response to high inflation, could lead to financial market volatility, increases in market interest rates, and a flattening or inversion of the yield curve. For example, higher inflation, or volatility and uncertainty related to inflation, could reduce demand for the Company’s products, adversely affect the creditworthiness of the Company’s borrowers, or result in lower values for the Company’s investment securities and other interest-earning assets.

Changes to existing U.S. laws and regulatory policies and evolving priorities, including those related to financial regulation, taxation, fiscal policy, climate change, and healthcare, may adversely impact U.S. or global economic activity and the Company’s customers and its earnings and operations. For example, a slowdown in consumer demand due to increased inflation could limit the ability of firms to pass on fast-rising costs for labor, transportation and other inputs, weighing on earnings and potentially leading to an equity market downturn. Significant fiscal policy changes and/or initiatives may also raise the federal debt, affect businesses and household after-tax incomes and increase uncertainty surrounding the formulation and direction of U.S. monetary policy and volatility of interest rates.

Any of these developments could adversely affect the Company’s consumer and commercial businesses, its customers, its securities portfolios, including the risk of lower re-investment rates within those portfolios, its level of loan net charge-offs and provision for credit losses, the carrying value of its deferred tax assets, its capital levels, its liquidity and its results of operations.

The Company’s consumer businesses can be negatively affected by adverse economic conditions and governmental policies.

The Company’s consumer businesses are particularly affected by U.S. economic conditions, including changes in personal and household incomes, unemployment or underemployment, prolonged periods of exceptionally low interest rates, increased housing and automobile prices, the level of inflation and its effect on prices for goods and services, consumer and small business confidence levels, and changes in consumer spending or in the level of consumer debt. Heightened levels of unemployment or underemployment that result in reduced personal and household income could negatively affect consumer credit performance to the extent that consumers are less able to service their debts. In addition, sustained low economic growth, low or negative interest rates, inflationary pressures or recessionary conditions could diminish customer demand for the products and services offered by the Company’s consumer businesses.

In addition, governmental proposals to permit student loan obligations to be discharged in bankruptcy proceedings could, if enacted into law, encourage certain of the Company’s customers to declare personal bankruptcy and thereby trigger defaults and charge-offs of consumer loans extended to those customers.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

a)	Not applicable.

b)	Not applicable.

At its December ~~2020~~2021 meeting, the Board approved a new stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to ~~2,680,000~~2,697,000 shares of the Company’s common stock, in accordance with securities laws and regulations, during a twelve-month period beginning January 1, ~~2021.~~2022. Any repurchased shares will be used for general corporate purposes, including those related to stock plan activities. The timing and extent of repurchases will depend on market conditions and other corporate considerations as determined at the Company’s discretion.

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The following table presents stock purchases made during the ~~third~~first quarter of ~~2021:~~2022:

Issuer Purchases of Equity Securities


	Total			Total Number of Shares	Maximum Number of	Total			Total Number of Shares	Maximum Number of
	Number of	Average		Purchased as Part of	Shares That May Yet Be	Number of	Average		Purchased as Part of	Shares That May Yet Be
	Shares	Price Paid		Publicly Announced	Purchased Under the Plans	Shares	Price Paid		Publicly Announced	Purchased Under the Plans
Period	Purchased	Per Share		Plans or Programs	or Programs	Purchased	Per Share		Plans or Programs	or Programs
July 1-31, 2021	830	$	73.44	0	2,680,000
August 1-31, 2021	0		0.00	0	2,680,000
September 1-30, 2021	0		0.00	0	2,680,000
January 1-31, 2022						8,313	$	71.26	7,500	2,689,500
February 1-28, 2022						32,500		70.43	32,500	2,657,000
March 1-31, 2022						10,000		71.03	10,000	2,647,000
Total ⁽¹⁾	830	$	73.44			50,813	$	70.69	50,000

(1)	Included in the common shares repurchased were ~~830~~813 shares acquired by the Company in connection with the administration of a deferred compensation plan. These shares were not repurchased as part of the publicly announced repurchase plan described above.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

Not applicable.

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Item 6.Exhibits


Exhibit No.		Description

10.1		Employment Agreement, dated January 5, 2022, by and among Community Bank System, Inc., Community Bank, N.A. and Joseph F. Serbun. Incorporated by reference to Exhibit No. 10.1 to the Current Report on Form 8-K filed on January 6, 2022 (Registration No. 001-13695). ⁽¹⁾

10.2		Employment Agreement, dated March 22, 2021, by and among Community Bank System, Inc., Community Bank, N.A. and Dimitar Karaivanov. ⁽¹⁾⁽²⁾

31.1		Certification of Mark E. Tryniski, President and Chief Executive Officer of the Registrant, pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾⁽²⁾
31.2		Certification of Joseph E. Sutaris, Treasurer and Chief Financial Officer of the Registrant, pursuant to Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾⁽²⁾
32.1		Certification of Mark E. Tryniski, President and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽²⁾⁽³⁾
32.2		Certification of Joseph E. Sutaris, Treasurer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽²⁾⁽³⁾
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. ⁽¹⁾⁽²⁾
101.SCH		Inline XBRL Taxonomy Extension Schema Document ⁽¹⁾⁽²⁾
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾⁽²⁾
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document ⁽¹⁾⁽²⁾
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾⁽²⁾
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾⁽²⁾
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ⁽¹⁾⁽²⁾

(1)	Denotes management contract or compensatory plan or arrangement.

(2)	Filed herewith.

~~(2)~~(3)

Furnished herewith.

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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 thereunto duly authorized.

Community Bank System, Inc.


Date: ~~November 9, 2021~~May 10, 2022	/s/ Mark E. Tryniski
	Mark E. Tryniski, President and Chief Executive
	Officer


Date: ~~November 9, 2021~~May 10, 2022	/s/ Joseph E. Sutaris
	Joseph E. Sutaris, Treasurer and Chief
	Financial Officer

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(000s omitted)	PCD Loans
Par value of PCD loans at acquisition	$	35,906
Allowance for credit losses at acquisition		(668)
Non-credit premium at acquisition		103
Fair value of PCD loans at acquisition	$	35,341


(000s omitted)	Non-PCD Loans
Contractually required principal and interest at acquisition	$	400,738
Contractual cash flows not expected to be collected		(2,994)
Expected cash flows at acquisition		397,744
Interest component of expected cash flows		(94,068)
Fair value of non-PCD loans at acquisition	$	303,676


	Pro Forma (Unaudited)				Pro Forma (Unaudited)
	Three Months Ended				Nine Months Ended
(000’s omitted)	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Total revenue, net of interest expense	$	152,634	$	154,221	$	456,740	$	457,399
Net income		43,472		40,695		124,338		126,874


	Three Months Ended September 30, 2020
	Beginning		Charge-						Ending
(000’s omitted)	balance		offs		Recoveries		Provision		balance
Business lending	$	24,204	$	(736)	$	67	$	3,539	$	27,074
Consumer mortgage		13,088		(248)		23		(599)		12,264
Consumer indirect		15,866		(1,281)		1,111		(963)		14,733
Consumer direct		4,028		(340)		225		(120)		3,793
Home equity		2,690		(24)		5		(124)		2,547
Unallocated		1,000		0		0		4		1,004
Purchased credit deteriorated		3,561		(91)		32		45		3,547
Allowance for credit losses – loans		64,437		(2,720)		1,463		1,782		64,962
Liabilities for off-balance-sheet credit exposures		1,452		0		0		163		1,615
Total allowance for credit losses	$	65,889	$	(2,720)	$	1,463	$	1,945	$	66,577


	Calculated annualized increase (decrease)
	in projected net interest
	income at September 30, 2021
Interest rate scenario	(000’s omitted)
+200 basis points	$	15,592
+100 basis points	$	7,174
-100 basis points	$	(4,809)