COMMUNITY FINANCIAL SYSTEM, INC. 10-Q

Item 1. Financial Statements COMMUNITY BANK SYSTEM, INC. CONSOLIDATED STATEMENTS OF CONDITION (Unaudited) (In Thousands, Except Share Data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2022 2021 Assets: ​ ​ ​ Cash and cash equivalents ​ $ 1,020,926 ​ $ 1,875,064 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 ​ 7,422,253 ​ 7,373,639 Allowance for credit losses ​ ( 50,147 ) ​ ( 49,869 ) Net loans ​ 7,372,106 ​ 7,323,770 ​ ​ ​ ​ ​ ​ Goodwill ​ 799,080 ​ 799,109 Core deposit intangibles, net ​ 8,041 ​ 9,087 Other intangibles, net ​ 55,917 ​ 56,139 Intangible assets, net ​ 863,038 ​ 864,335 ​ ​ ​ ​ ​ ​ ​ Premises and equipment, net ​ 158,404 ​ 160,651 Accrued interest and fees receivable ​ 38,592 ​ 35,894 Other assets ​ 341,201 ​ 313,854 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 15,625,883 ​ $ 15,552,657 ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Noninterest-bearing deposits ​ $ 4,036,563 ​ $ 3,921,663 Interest-bearing deposits ​ 9,281,104 ​ 8,989,505 Total deposits ​ 13,317,667 ​ 12,911,168 ​ ​ ​ ​ ​ ​ ​ Securities sold under agreement to repurchase, short-term ​ 300,531 ​ 324,720 Other Federal Home Loan Bank borrowings ​ 1,864 ​ 1,888 Subordinated notes payable ​ 3,270 ​ 3,277 Accrued interest and other liabilities ​ 150,448 ​ 210,797 Total liabilities ​ 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 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 ​ 1,043,707 ​ 1,041,304 Retained earnings ​ 1,082,107 ​ 1,058,286 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 ​ 1,852,103 ​ 2,100,807 ​ ​ ​ ​ ​ ​ ​ Total liabilities and shareholders’ equity ​ $ 15,625,883 ​ $ 15,552,657 ​ See accompanying notes to consolidated financial statements (unaudited). ​ 3 Table of Contents COMMUNITY BANK SYSTEM, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In Thousands, Except Per-Share Data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2022 2021 Interest income: ​ ​ Interest and fees on loans ​ $ 72,514 ​ $ 79,714 Interest and dividends on taxable investments ​ 22,592 ​ 15,175 Interest and dividends on nontaxable investments ​ 2,590 ​ 2,776 Total interest income ​ 97,696 ​ 97,665 ​ ​ ​ ​ ​ ​ ​ Interest expense: ​ ​ ​ ​ Interest on deposits ​ 2,565 ​ 3,112 Interest on borrowings ​ 221 ​ 268 Interest on subordinated notes payable ​ 38 ​ 38 Interest on subordinated debt held by unconsolidated subsidiary trusts ​ 0 ​ 293 Total interest expense ​ 2,824 ​ 3,711 ​ ​ ​ ​ ​ ​ ​ Net interest income ​ 94,872 ​ 93,954 Provision for credit losses ​ 906 ​ ( 5,719 ) Net interest income after provision for credit losses ​ 93,966 ​ 99,673 ​ ​ ​ ​ ​ ​ ​ Noninterest revenues: ​ ​ ​ ​ Deposit service fees ​ 16,155 ​ 14,080 Mortgage banking ​ ​ 155 ​ 688 Other banking services ​ 739 ​ 854 Employee benefit services ​ 29,580 ​ 26,533 Insurance services ​ 10,409 ​ 8,153 Wealth management services ​ 8,633 ​ ​ 8,199 Unrealized gain on equity securities ​ 2 ​ 24 Total noninterest revenues ​ 65,673 ​ 58,531 ​ ​ ​ ​ ​ ​ ​ Noninterest expenses: ​ ​ ​ ​ Salaries and employee benefits ​ 61,648 ​ 57,632 Occupancy and equipment ​ 10,952 ​ 11,300 Data processing and communications ​ 12,659 ​ 12,391 Amortization of intangible assets ​ 3,732 ​ 3,351 Legal and professional fees ​ 3,617 ​ 3,034 Business development and marketing ​ 2,743 ​ 2,030 Acquisition expenses ​ ​ 299 ​ ​ 27 Other expenses ​ 4,157 ​ 3,481 Total noninterest expenses ​ 99,807 ​ 93,246 ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 59,832 ​ 64,958 Income taxes ​ 12,777 ​ 12,108 Net income ​ $ 47,055 ​ $ 52,850 ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 0.87 ​ $ 0.98 Diluted earnings per share ​ $ 0.86 ​ $ 0.97 ​ See accompanying notes to consolidated financial statements (unaudited). ​ 4 Table of Contents COMMUNITY BANK SYSTEM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2022 2021 Pension and other post retirement obligations: ​ ​ ​ Amortization of actuarial losses included in net periodic pension cost, gross ​ $ 220 ​ $ 911 Tax effect ​ ( 54 ) ​ ( 219 ) Amortization of actuarial losses included in net periodic pension cost, net ​ 166 ​ 692 Amortization of prior service cost included in net periodic pension cost, gross ​ 109 ​ 50 Tax effect ​ ( 26 ) ​ ( 12 ) Amortization of prior service cost included in net periodic pension cost, net ​ 83 ​ 38 Other comprehensive income related to pension and other post retirement obligations, net of taxes ​ 249 ​ 730 ​ ​ ​ ​ ​ ​ ​ Unrealized losses on available-for-sale securities: ​ ​ ​ ​ Net unrealized losses arising during period, gross ​ ( 358,759 ) ​ ( 227,427 ) Tax effect ​ 87,143 ​ 54,663 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 ​ 47,055 ​ 52,850 Comprehensive loss ​ $ ( 224,312 ) ​ $ ( 119,184 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, ​ December 31, ​ 2022 2021 Accumulated Other Comprehensive Loss By Component: ​ ​ ​ ​ ​ Unrealized loss for pension and other post-retirement obligations $ ( 20,295 ) ​ $ ( 20,624 ) Tax effect 5,074 ​ 5,154 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 97,879 ​ 10,736 Net unrealized loss on available-for-sale securities ( 306,773 ) ​ ( 35,157 ) Accumulated other comprehensive loss $ ( 321,994 ) ​ $ ( 50,627 ) ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ 5 Table of Contents COMMUNITY BANK SYSTEM, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Three months ended March 31, 2022 and 2021 (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 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 ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ ​ ​ ​ ​ 6 Table of Contents COMMUNITY BANK SYSTEM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2022 2021 Operating activities: ​ ​ Net income ​ $ 47,055 ​ $ 52,850 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation ​ 3,690 ​ 4,034 Amortization of intangible assets ​ 3,732 ​ 3,351 Net accretion on securities, loans and borrowings ​ ( 4,547 ) ​ ( 7,127 ) Stock-based compensation ​ 1,886 ​ 1,674 Provision for credit losses ​ 906 ​ ( 5,719 ) Amortization of mortgage servicing rights ​ 109 ​ 135 Unrealized gain on equity securities ​ ​ ( 2 ) ​ ​ ( 24 ) Income from bank-owned life insurance policies ​ ( 440 ) ​ ( 480 ) Net gain on sale of loans and other assets ​ ( 450 ) ​ ( 280 ) Change in other assets and other liabilities ​ ( 1 ) ​ 13,396 Net cash provided by operating activities ​ 51,938 ​ 61,810 Investing activities: ​ ​ 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 ​ 460 ​ 2,383 Purchases of available-for-sale investment securities ​ ( 1,256,723 ) ​ ( 546,733 ) Purchases of equity and other securities ​ ( 37 ) ​ ( 10 ) 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 ​ ( 2,214 ) ​ ( 876 ) Real estate tax credit investments ​ ​ ( 247 ) ​ ​ ( 155 ) Net cash used in investing activities ​ ( 1,261,114 ) ​ ( 414,982 ) Financing activities: ​ ​ Net increase in deposits ​ 406,499 ​ 979,263 Net decrease in borrowings ​ ( 24,213 ) ​ ( 26,940 ) Payments on subordinated debt held by unconsolidated subsidiary trusts ​ ​ 0 ​ ​ ( 77,320 ) Issuance of common stock ​ 485 ​ 7,329 Purchases of treasury stock ​ ( 3,592 ) ​ ( 68 ) Increase in deferred compensation arrangements ​ 63 ​ 68 Cash dividends paid ​ ( 23,235 ) ​ ( 22,553 ) Withholding taxes paid on share-based compensation ​ ( 969 ) ​ ( 1,065 ) Net cash provided by financing activities ​ 355,038 ​ 858,714 Change in cash and cash equivalents ​ ( 854,138 ) ​ 505,542 Cash and cash equivalents at beginning of period ​ 1,875,064 ​ 1,645,805 Cash and cash equivalents at end of period ​ $ 1,020,926 ​ $ 2,151,347 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 2,839 ​ $ 4,351 Cash paid for income taxes ​ 3,344 ​ 2,701 Supplemental disclosures of noncash financing and investing activities: ​ ​ ​ ​ ​ ​ Dividends declared and unpaid ​ 23,234 ​ 22,671 Transfers from loans to other real estate ​ 203 ​ 63 ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ 7 Table of Contents COMMUNITY BANK SYSTEM, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MARCH 31, 2022 NOTE A: BASIS OF PRESENTATION The interim financial data as of and for the three months ended 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 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, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 1, 2022. ​ NOTE B: ACQUISITIONS Pending Acquisition On October 4, 2021, the Company announced that Community Bank, N.A. (the “Bank”) had entered into an agreement to acquire Elmira Savings Bank (“Elmira”), a twelve 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 on December 14, 2021. Regulatory approval has been received and the Company expects to complete the acquisition in the second quarter of 2022, subject to customary closing conditions. The Company expects to incur certain one-time, transaction-related costs in connection with the Elmira acquisition. Current and Prior Period Acquisitions On 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 $ 1.5 million and direct expenses of approximately $ 0.4 million from TGA were included in the consolidated income statement for the three months ended 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, 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 zero 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. 8 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”) 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 million customer list intangible asset and $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 months ended March 31, 2022. 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; 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 zero 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”), 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 direct expenses of approximately $ 0.3 million from NuVantage were included in the consolidated income statement for the three months ended 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 were subject to adjustment based on updated information not available at the time of the acquisitions. Through the first quarter of 2022, the carrying amount of other liabilities associated with the FBD acquisition was adjusted as a result of an adjustment to working capital based on the purchase agreement. The acquisitions generally expanded the Company’s 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. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ 2021 (000s omitted) Total (1) TGA FBD NuVantage Total Consideration: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 2,464 ​ $ 11,620 ​ $ 15,350 ​ $ 2,900 ​ $ 29,870 Contingent consideration ​ ​ 0 ​ ​ 1,500 ​ ​ 1,400 ​ ​ 0 ​ ​ 2,900 Total net consideration ​ ​ 2,464 ​ ​ 13,120 ​ 16,750 ​ 2,900 ​ 32,770 Recognized amounts of identifiable assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ 0 ​ ​ 0 ​ 541 ​ 0 ​ 541 Premises and equipment, net ​ ​ 0 ​ ​ 279 ​ 282 ​ 199 ​ 760 Other assets ​ ​ 0 ​ ​ 0 ​ 579 ​ 0 ​ 579 Other intangibles ​ ​ 2,464 ​ ​ 10,900 ​ 14,000 ​ 1,437 ​ 26,337 Other liabilities ​ ​ 0 ​ ​ ( 229 ) ​ ( 669 ) ​ ( 174 ) ​ ( 1,072 ) Total identifiable assets, net ​ ​ 2,464 ​ ​ 10,950 ​ 14,733 ​ 1,462 ​ 27,145 Goodwill ​ $ 0 ​ $ 2,170 ​ $ 2,017 ​ $ 1,438 ​ $ 5,625 (1) Includes amounts for all OneGroup acquisitions completed in 2022. 9 Table of Contents The other intangibles related to the NuVantage acquisition and the OneGroup asset acquisitions completed in 2022 are being amortized using an accelerated method over their estimated useful of life of eight 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 All Other segment for the NuVantage and TGA acquisitions, and the Employee Benefit Services segment for the FBD acquisition. Goodwill arising from the FBD 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 $ 0.3 million during the three months ended March 31, 2022, and have been separately stated in the consolidated statements of income. Merger and acquisition integration-related expenses were immaterial for the three months ended March 31, 2021. ​ ​ ​ 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 76 through 88 of the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 1, 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 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 months ended 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 March 31, 2022, $ 29.0 million of accounts receivable, including $ 10.0 million of unbilled fee revenue, and $ 3.0 million of unearned revenue, was recorded in the consolidated statements of condition. As of December 31, 2021, $ 31.6 million of accounts receivable, including $ 9.1 million of unbilled fee revenue, and $ 2.2 million of unearned revenue, was recorded in the consolidated statements of condition. 10 Table of Contents Recently Adopted 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. 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 utilize LIBOR or replacement rate language, provisions, and conventions have been specified. The Company continues to evaluate 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 impact on the Company’s consolidated financial statements as the Company's exposure to LIBOR-based loans and financial instruments is 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, Update of Statistical Disclosures for Bank and Savings and Loan 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. 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. ​ 11 Table of Contents NOTE D: INVESTMENT SECURITIES The amortized cost and estimated fair value of investment securities as of March 31, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ Amortized ​ Unrealized ​ Unrealized ​ Fair (000’s omitted) Cost Gains Losses Value Cost Gains Losses Value Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 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 ​ 488,659 ​ 4,220 ​ 16,724 ​ 476,155 ​ 413,019 ​ 17,326 ​ 56 ​ 430,289 Government agency mortgage-backed securities ​ 476,790 ​ 1,213 ​ 23,756 ​ 454,247 ​ 474,506 ​ 7,615 ​ 5,065 ​ 477,056 Corporate debt securities ​ 8,000 ​ 0 ​ 503 ​ 7,497 ​ 8,000 ​ 39 ​ 77 ​ 7,962 Government agency collateralized mortgage obligations ​ 17,429 ​ 32 ​ 289 ​ 17,172 ​ 19,953 ​ 410 ​ 24 ​ 20,339 Total available-for-sale portfolio ​ $ 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 securities, at fair value ​ $ 251 ​ $ 214 ​ $ 0 ​ $ 465 ​ $ 251 ​ $ 212 ​ $ 0 ​ $ 463 Federal Home Loan Bank common stock ​ 7,181 ​ 0 ​ 0 ​ 7,181 ​ 7,188 ​ 0 ​ 0 ​ 7,188 Federal Reserve Bank common stock ​ 33,568 ​ 0 ​ 0 ​ 33,568 ​ 33,916 ​ 0 ​ 0 ​ 33,916 Other equity securities, at adjusted cost ​ 2,494 ​ 750 ​ 0 ​ 3,244 ​ 2,562 ​ 750 ​ 0 ​ 3,312 Total equity and other securities ​ $ 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 March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months 12 Months or Longer Total ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ Unrealized (000’s omitted) # Fair Value Losses # Fair Value Losses # Fair Value Losses Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ 94 ​ $ 3,308,837 ​ $ 179,251 ​ 18 ​ $ 894,753 ​ $ 193,894 ​ 112 ​ $ 4,203,590 ​ $ 373,145 Obligations of state and political subdivisions ​ 292 ​ 244,080 ​ 16,724 ​ 0 ​ 0 ​ 0 ​ 292 ​ 244,080 ​ 16,724 Government agency mortgage-backed securities ​ 431 ​ 289,183 ​ 12,368 ​ 85 ​ 107,216 ​ 11,388 ​ 516 ​ 396,399 ​ 23,756 Corporate debt securities ​ 2 ​ ​ 7,497 ​ ​ 503 ​ 0 ​ ​ 0 ​ ​ 0 ​ 2 ​ ​ 7,497 ​ ​ 503 Government agency collateralized mortgage obligations ​ 38 ​ 14,289 ​ 289 ​ 1 ​ 31 ​ 0 ​ 39 ​ 14,320 ​ 289 Total available-for-sale investment portfolio ​ 857 ​ $ 3,863,886 ​ $ 209,135 ​ 104 ​ $ 1,002,000 ​ $ 205,282 ​ 961 ​ $ 4,865,886 ​ $ 414,417 ​ 12 Table of Contents As of December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months 12 Months or Longer Total ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ Unrealized (000’s omitted) # Fair Value Losses # Fair Value Losses # Fair Value Losses Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ 47 ​ $ 1,224,101 ​ $ 14,873 ​ 13 ​ $ 900,462 ​ $ 91,184 ​ 60 ​ $ 2,124,563 ​ $ 106,057 Obligations of state and political subdivisions ​ 27 ​ 23,966 ​ 56 ​ 0 ​ 0 ​ 0 ​ 27 ​ 23,966 ​ 56 Government agency mortgage-backed securities ​ 147 ​ 139,442 ​ 2,475 ​ 52 ​ 67,273 ​ 2,590 ​ 199 ​ 206,715 ​ 5,065 Corporate debt securities ​ 1 ​ ​ 4,923 ​ ​ 77 ​ 0 ​ ​ 0 ​ ​ 0 ​ 1 ​ ​ 4,923 ​ ​ 77 Government agency collateralized mortgage obligations ​ 18 ​ 3,146 ​ 24 ​ 1 ​ 53 ​ 0 ​ 19 ​ 3,199 ​ 24 Total available-for-sale investment portfolio ​ 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 carry a credit rating of A or better. Additionally, a 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 March 31, 2022 represents credit losses and no unrealized losses have been recognized in the provision for credit losses. Accordingly, there is no allowance for credit losses on the Company’s available-for-sale portfolio as of 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 $ 17.2 million at March 31, 2022 and is excluded from the estimate of credit losses. The amortized cost and estimated fair value of debt securities at 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 ​ ​ Amortized ​ ​ (000’s omitted) Cost Fair Value Due in one year or less ​ $ 152,902 ​ $ 153,690 Due after one through five years ​ 1,801,393 ​ 1,757,237 Due after five years through ten years ​ 2,163,695 ​ 2,038,048 Due after ten years ​ 1,579,600 ​ 1,366,764 Subtotal ​ 5,697,590 ​ 5,315,739 Government agency mortgage-backed securities ​ 476,790 ​ 454,247 Government agency collateralized mortgage obligations ​ 17,429 ​ 17,172 Total ​ $ 6,191,809 ​ $ 5,787,158 ​ 13 Table of Contents Investment securities with a carrying value of $ 2.51 billion and $ 2.32 billion at March 31, 2022 and December 31, 2021, respectively, were pledged to collateralize certain deposits and borrowings. Securities pledged to collateralize certain deposits and borrowings included $ 436.8 million and $ 485.4 million of U.S. Treasury securities that were pledged as collateral for securities sold under agreement to repurchase at March 31, 2022 and December 31, 2021, respectively. All securities sold under agreement to repurchase as of March 31, 2022 and December 31, 2021 have an overnight and continuous maturity. ​ NOTE E: LOANS AND ALLOWANCE FOR CREDIT LOSSES The segments of the Company’s loan portfolio are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (000’s omitted) 2022 2021 Business lending ​ $ 3,102,533 ​ $ 3,075,904 Consumer mortgage ​ 2,592,586 ​ 2,556,114 Consumer indirect ​ 1,176,373 ​ 1,189,749 Consumer direct ​ 152,445 ​ 153,811 Home equity ​ 398,316 ​ 398,061 Gross loans, including deferred origination costs ​ 7,422,253 ​ 7,373,639 Allowance for credit losses ​ ( 50,147 ) ​ ( 49,869 ) Loans, net of allowance for credit losses ​ $ 7,372,106 ​ $ 7,323,770 ​ The following table presents the aging of the amortized cost basis of the Company’s past due loans by segment as of March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ 90+ Days Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 – 89 ​ Due and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ (000’s omitted) Days Still Accruing Nonaccrual Past Due Current Total Loans Business lending ​ $ 6,957 ​ $ 39 ​ $ 13,759 ​ $ 20,755 ​ $ 3,081,778 ​ $ 3,102,533 Consumer mortgage ​ 8,768 ​ 3,522 ​ 16,097 ​ 28,387 ​ 2,564,199 ​ 2,592,586 Consumer indirect ​ 7,936 ​ 33 ​ 0 ​ 7,969 ​ 1,168,404 ​ 1,176,373 Consumer direct ​ 750 ​ 0 ​ 1 ​ 751 ​ 151,694 ​ 152,445 Home equity ​ 1,610 ​ 222 ​ 2,356 ​ 4,188 ​ 394,128 ​ 398,316 Total ​ $ 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 by segment as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ 90+ Days Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30 – 89 ​ Due and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ (000’s omitted) Days Still Accruing Nonaccrual Past Due Current Total Loans Business lending ​ $ 5,540 ​ $ 99 ​ $ 24,105 ​ $ 29,744 ​ $ 3,046,160 ​ $ 3,075,904 Consumer mortgage ​ 10,297 ​ 3,328 ​ 15,027 ​ 28,652 ​ 2,527,462 ​ 2,556,114 Consumer indirect ​ 9,611 ​ 87 ​ 0 ​ 9,698 ​ 1,180,051 ​ 1,189,749 Consumer direct ​ 796 ​ 22 ​ 1 ​ 819 ​ 152,992 ​ 153,811 Home equity ​ 1,778 ​ 272 ​ 2,532 ​ 4,582 ​ 393,479 ​ 398,061 Total ​ $ 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 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. ​ No interest income on nonaccrual loans was recognized during the three months ended March 31, 2022. An immaterial amount of accrued interest was written off on nonaccrual loans by reversing interest income. ​ 14 Table of Contents 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 March 31, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Business lending: ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 117,222 ​ $ 483,382 ​ $ 334,060 ​ $ 317,223 ​ $ 242,680 ​ $ 742,997 ​ $ 539,835 ​ $ 2,777,399 Special mention ​ 831 ​ 4,763 ​ 7,168 ​ 4,149 ​ 44,310 ​ 68,634 ​ 25,669 ​ 155,524 Classified ​ 198 ​ 1,807 ​ 1,704 ​ 20,559 ​ 36,775 ​ 79,860 ​ 28,189 ​ 169,092 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 518 ​ 518 Total business lending ​ $ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ ​ ​ (000’s omitted) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortized ​ ​ ​ December 31, 2021 2021 2020 2019 2018 2017 Prior Cost Basis Total Business lending: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 524,302 ​ $ 328,885 ​ $ 320,638 ​ $ 248,175 ​ $ 186,074 ​ $ 584,912 ​ $ 524,553 ​ $ 2,717,539 Special mention ​ 5,969 ​ 11,013 ​ 10,111 ​ 46,318 ​ 22,524 ​ 57,134 ​ 27,444 ​ 180,513 Classified ​ 1,870 ​ 1,767 ​ 20,315 ​ 40,235 ​ 21,904 ​ 63,685 ​ 27,511 ​ 177,287 Doubtful ​ 0 ​ 0 ​ 0 ​ 62 ​ 0 ​ 0 ​ 503 ​ 565 Total business lending ​ $ 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 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. 15 Table of Contents The following table details the balances in all other loan categories at March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 at origination. (2) FICO CDE refers to loans with FICO scores less than 720 at origination and potentially higher risk. ​ 16 Table of Contents The following table details the balances in all other loan categories at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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 assessed for impairment except business lending. A summary of individually assessed business loans as of March 31, 2022 and December 31, 2021 follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (000’s omitted) 2022 2021 Loans with allowance allocation ​ $ 5,374 ​ $ 7,102 Loans without allowance allocation ​ 6,812 ​ 7,417 Carrying balance ​ 12,186 ​ 14,519 Contractual balance ​ 14,613 ​ 16,963 Specifically allocated allowance ​ 504 ​ 566 ​ The average carrying balance of individually assessed loans was $ 12.3 million and $ 34.9 million for the three months ended March 31, 2022 and 2021, respectively. No interest income was recognized on individually assessed loans for the three months ended March 31, 2022 and 2021. 17 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 months ended March 31, 2022 and 2021 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. Information regarding TDRs as of March 31, 2022 and December 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 (000’s omitted) ​ Nonaccrual ​ Accruing ​ Total ​ Nonaccrual ​ Accruing ​ Total ​ # Amount # Amount # Amount # Amount # Amount # Amount Business lending ​ 10 ​ $ 1,002 4 ​ $ 807 14 ​ $ 1,809 10 ​ $ 1,011 4 ​ $ 811 14 ​ $ 1,822 Consumer mortgage ​ 59 ​ 2,654 48 ​ 2,468 107 ​ 5,122 61 ​ 2,694 47 ​ 2,420 108 ​ 5,114 Consumer indirect ​ 0 ​ 0 69 ​ 746 69 ​ 746 0 ​ 0 72 ​ 829 72 ​ 829 Consumer direct ​ 0 ​ 0 16 ​ 5 16 ​ 5 0 ​ 0 16 ​ 7 16 ​ 7 Home equity ​ 10 ​ 227 12 ​ 225 22 ​ 452 10 ​ 235 12 ​ 232 22 ​ 467 Total ​ 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 ​ 18 Table of Contents 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 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2022 ​ ​ Beginning ​ Charge- ​ ​ ​ ​ ​ ​ ​ Ending (000’s omitted) balance offs Recoveries Provision balance Business lending ​ $ 21,021 ​ $ ( 116 ) ​ $ 70 ​ $ ( 967 ) ​ $ 20,008 Consumer mortgage ​ 10,017 ​ ( 40 ) ​ 9 ​ 338 ​ 10,324 Consumer indirect ​ 11,737 ​ ( 1,688 ) ​ 1,000 ​ 1,817 ​ 12,866 Consumer direct ​ 2,306 ​ ( 301 ) ​ 176 ​ 544 ​ 2,725 Home equity ​ 1,814 ​ ( 11 ) ​ 93 ​ ( 428 ) ​ 1,468 Unallocated ​ 1,000 ​ 0 ​ 0 ​ 0 ​ 1,000 Purchased credit deteriorated ​ 1,974 ​ 0 ​ 269 ​ ( 487 ) ​ 1,756 Allowance for credit losses – loans ​ 49,869 ​ ( 2,156 ) ​ 1,617 ​ 817 ​ 50,147 Liabilities for off-balance-sheet credit exposures ​ 803 ​ 0 ​ 0 ​ 89 ​ 892 Total allowance for credit losses ​ $ 50,672 ​ $ ( 2,156 ) ​ $ 1,617 ​ $ 906 ​ $ 51,039 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 ​ Beginning Charge- ​ ​ Ending (000’s omitted) ​ balance ​ offs ​ Recoveries ​ Provision ​ balance Business lending ​ $ 28,190 ​ $ ( 51 ) ​ $ 67 ​ $ ( 1,164 ) ​ $ 27,042 Consumer mortgage ​ 10,672 ​ ( 100 ) ​ 10 ​ ( 896 ) ​ 9,686 Consumer indirect ​ 13,696 ​ ( 1,399 ) ​ 1,246 ​ ( 2,423 ) ​ 11,120 Consumer direct ​ 3,207 ​ ( 318 ) ​ 231 ​ ( 438 ) ​ 2,682 Home equity ​ 2,222 ​ ( 98 ) ​ 4 ​ ( 585 ) ​ 1,543 Unallocated ​ 1,000 ​ 0 ​ 0 ​ 0 ​ 1,000 Purchased credit deteriorated ​ 1,882 ​ 0 ​ 27 ​ 87 ​ 1,996 Allowance for credit losses – loans ​ 60,869 ​ ( 1,966 ) ​ 1,585 ​ ( 5,419 ) ​ 55,069 Liabilities for off-balance-sheet credit exposures ​ 1,489 ​ 0 ​ 0 ​ ( 300 ) ​ 1,189 Total allowance for credit losses ​ $ 62,358 ​ $ ( 1,966 ) ​ $ 1,585 ​ $ ( 5,719 ) ​ $ 56,258 ​ A stable economic forecast as well as improvements in 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 March 31, 2022, seven basis points lower than the level at March 31, 2021 and consistent with the level at December 31, 2021. Accrued interest receivable on loans, included in accrued interest and fees receivable on the consolidated statements of condition, totaled $ 18.1 million at March 31, 2022, and is excluded from the estimate of credit losses and amortized cost basis of loans. Under ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) , also referred to as “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 reasonable and supportable forecast period using a 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 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. 19 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, with forecasts available as of 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, such as supply chain pressures and their impact on collateral values and economic growth. The scenarios utilized forecast a generally positive outlook on the economy, with low unemployment figures and high collateral values for housing, commercial real estate, and 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. Management developed expected loss estimates considering factors for segments as outlined below: ● Business lending – non real estate: The Company selected projected unemployment and GDP as indicators of forecasted losses related to business 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 selected projected unemployment and commercial real estate values as indicators of forecasted losses related to commercial real estate 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 selected projected unemployment and residential real estate values as indicators of forecasted losses related to mortgage 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 selected projected unemployment and vehicle valuation indices as indicators of forecasted losses related to indirect 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 selected projected unemployment and inflation-adjusted household income as indicators of forecasted losses related to consumer direct 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 three months ended March 31, 2022 by portfolio segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Business ​ Consumer ​ Consumer ​ Consumer ​ Home ​ ​ ​ (000’s omitted) lending mortgage indirect direct equity Total Purchases ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 Sales ​ ​ 0 ​ ​ 2,627 ​ ​ 0 ​ ​ 0 ​ ​ 0 ​ ​ 2,627 ​ All the sales during the three months ended March 31, 2022 were sales of secondary market eligible residential mortgage loans. ​ NOTE F: GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS The gross carrying amount and accumulated amortization for each type of identifiable intangible asset are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 December 31, 2021 ​ ​ Gross ​ ​ ​ ​ Net ​ Gross ​ ​ ​ ​ Net ​ Carrying Accumulated Carrying Carrying Accumulated Carrying (000’s omitted) ​ Amount Amortization Amount Amount Amortization Amount Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ Core deposit intangibles ​ $ 69,403 ​ $ ( 61,362 ) ​ $ 8,041 ​ $ 69,403 ​ $ ( 60,316 ) ​ $ 9,087 Other intangibles ​ 119,263 ​ ( 63,346 ) ​ 55,917 ​ 116,799 ​ ( 60,660 ) ​ 56,139 Total amortizing intangibles ​ $ 188,666 ​ $ ( 124,708 ) ​ $ 63,958 ​ $ 186,202 ​ $ ( 120,976 ) ​ $ 65,226 ​ 20 Table of Contents The estimated aggregate amortization expense for each of the five succeeding fiscal years ended December 31 is as follows: ​ ​ ​ ​ ​ (000's omitted) Apr - Dec 2022 ​ $ 10,341 2023 ​ ​ 11,936 2024 ​ 10,072 2025 ​ 8,594 2026 ​ 7,718 Thereafter ​ 15,297 Total ​ $ 63,958 ​ Shown below are the components of the Company’s goodwill at December 31, 2021 and March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (000’s omitted) December 31, 2021 Activity March 31, 2022 Goodwill ​ $ 799,109 ​ $ ( 29 ) ​ $ 799,080 ​ ​ NOTE G: MANDATORILY REDEEMABLE PREFERRED SECURITIES As of 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 trust was 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 $ 0.1 million contribution to its defined benefit pension plan in the first quarter of 2022. The Company made a $ 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 first quarter of 2021. The net periodic benefit cost for the three months ended March 31, 2022 and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pension Benefits ​ Post-retirement Benefits ​ ​ Three Months Ended ​ Three Months Ended ​ ​ March 31, ​ March 31, (000’s omitted) 2022 2021 2022 2021 Service cost ​ $ 1,240 ​ $ 1,480 ​ $ 0 ​ $ 0 Interest cost ​ ​ 1,334 ​ ​ 1,259 ​ ​ 11 ​ ​ 11 Expected return on plan assets ​ ( 4,756 ) ​ ( 4,696 ) ​ ​ 0 ​ ​ 0 Amortization of unrecognized net loss ​ 211 ​ 900 ​ ​ 9 ​ ​ 11 Amortization of prior service cost ​ 154 ​ 95 ​ ​ ( 45 ) ​ ​ ( 45 ) Net periodic benefit ​ $ ( 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 March 31, 2022. 21 Table of Contents 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 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 ended March 31, 2021 that were not included in the computation below. The following is a reconciliation of basic to diluted earnings per share for the three months ended March 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (000’s omitted, except per share data) 2022 2021 Net income ​ $ 47,055 ​ $ 52,850 Income attributable to unvested stock-based compensation awards ​ ( 119 ) ​ ( 130 ) Income available to common shareholders ​ $ 46,936 ​ $ 52,720 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding – basic ​ 53,993 ​ 53,845 Basic earnings per share ​ $ 0.87 ​ $ 0.98 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 47,055 ​ $ 52,850 Income attributable to unvested stock-based compensation awards ​ ( 119 ) ​ ( 130 ) Income available to common shareholders ​ $ 46,936 ​ $ 52,720 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - basic ​ 53,993 ​ 53,845 Assumed exercise of stock options ​ 386 ​ 438 Weighted-average common shares outstanding – diluted ​ 54,379 ​ 54,283 Diluted earnings per share ​ $ 0.86 ​ $ 0.97 ​ Stock Repurchase Program At its December 2020 meeting, the Company’s Board of Directors (the “Board”) approved a stock repurchase program authorizing the repurchase of up to 2.68 million shares of the Company’s common stock, in accordance with securities laws and regulations, through December 31, 2021. At its December 2021 meeting, the Board approved a new stock repurchase program for 2022, authorizing the repurchase of up to 2.70 million shares of the Company’s common stock, in accordance with securities and banking laws and regulations, through December 31, 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 not repurchase any shares under the authorized plan during the first three months of 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. 22 Table of Contents The contract amounts of commitments and contingencies are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (000’s omitted) ​ 2022 ​ 2021 Commitments to extend credit ​ $ 1,502,768 ​ $ 1,443,879 Standby letters of credit ​ 42,190 ​ 42,684 Total ​ $ 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 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. 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. ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. ● 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 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. ● 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. 24 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Total Fair ​ ​ ​ ​ ​ ​ Total Fair (000's omitted) ​ Level 1 ​ Level 2 ​ Level 3 ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ Value Individually assessed loans ​ $ 0 ​ $ 0 ​ $ 0 $ 0 ​ $ 0 ​ $ 0 ​ $ 1,820 $ 1,820 Other real estate owned ​ 0 ​ 0 ​ 416 416 ​ 0 ​ 0 ​ 718 718 Mortgage servicing rights ​ 0 ​ 0 ​ 0 0 ​ 0 ​ 0 ​ 810 810 Contingent consideration ​ ​ 0 ​ ​ 0 ​ ​ ( 3,100 ) ​ ​ ( 3,100 ) ​ ​ 0 ​ ​ 0 ​ ​ ( 3,100 ) ​ ​ ( 3,100 ) Total ​ $ 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 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 73.5 % at 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 no valuation allowance at March 31, 2022 and December 31, 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. 25 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 ​ (000's omitted, except per loan data) ​ March 31, 2022 ​ Valuation Technique ​ Significant Unobservable Inputs (Weighted Average) ​ Other real estate owned ​ $ 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 ​ 7 Discounted cash flow Embedded servicing value ​ 1.0 % 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ Unobservable Input ​ ​ ​ Fair Value at ​ ​ ​ ​ ​ Range ​ (000's omitted, except per loan data) ​ December 31, 2021 ​ Valuation Technique ​ Significant Unobservable Inputs ​ (Weighted Average) Individually assessed loans ​ $ 1,820 Fair value of collateral Estimated cost of disposal/market adjustment ​ 9.0 % - 43.1 % ( 43.1 %) ​ Other real estate owned ​ 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 ​ ​ 51 ​ Discounted cash flow ​ Embedded servicing value ​ ​ 1.0 % Mortgage servicing rights ​ 810 Discounted cash flow Weighted average constant prepayment rate ​ 6.4 % - 15.2 % ( 14.0 %) ​ ​ ​ Weighted average discount rate ​ 2.3 % - 2.7 % ( 2.6 %) ​ ​ ​ ​ ​ ​ ​ 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 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. 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 March 31, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ Carrying ​ Carrying ​ (000's omitted) ​ Value ​ Fair Value ​ Value ​ Fair Value Financial assets: ​ ​ ​ ​ Net loans ​ $ 7,372,106 ​ $ 7,321,891 ​ $ 7,323,770 ​ $ 7,523,024 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ 13,317,667 ​ 13,304,381 ​ 12,911,168 ​ 12,911,197 Securities sold under agreement to repurchase, short-term ​ 300,531 ​ 300,531 ​ 324,720 ​ 324,720 Other Federal Home Loan Bank borrowings ​ 1,864 ​ 1,846 ​ 1,888 ​ 1,907 Subordinated notes payable ​ 3,270 ​ 3,270 ​ 3,277 ​ 3,277 ​ The following is a further description of the principal valuation methods used by the Company to estimate the fair values of its financial instruments. 26 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 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 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 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 March 31, 2022 and December 31, 2021. The effect of the changes to these derivatives for the three months ended March 31, 2022 and 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. 27 Table of Contents The Company also acquired interest rate swaps in 2017 with notional amounts totaling $ 5.3 million at March 31, 2022 and $ 5.3 million at December 31, 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 March 31, 2022, the weighted average receive rate of these interest rate swaps was 1.58 %, the weighted average pay rate was 3.11 % and the weighted average maturity was 11.3 years. At December 31, 2021, the weighted average receive rate of these interest rate swaps was 1.39 %, the weighted average pay rate was 3.11 % and the weighted average maturity was 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 months ended March 31, 2022 and March 31, 2021 are immaterial. As of March 31, 2022 and December 31, 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 ​ ​ Carrying Amount of the Hedged ​ Hedging Adjustment Included in the Line Item in the Consolidated ​ Assets ​ Carrying Amount of the Hedged Assets Statement of Condition in Which ​ March 31, ​ December 31, ​ March 31, ​ December 31, the Hedged Item Is Included 2022 2021 2022 2021 Loans ​ $ 5,587 ​ $ 5,400 ​ $ ( 106 ) ​ $ ( 293 ) ​ Fair values of derivative instruments as of March 31, 2022 and December 31, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (000’s omitted) ​ March 31, 2022 ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ Consolidated Statement of ​ Fair ​ Consolidated Statement of ​ Fair ​ Condition Location Value Condition Location Value Derivatives designated as hedging instruments under Subtopic 815-20 ​ ​ Interest rate swaps Other assets ​ $ 106 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging instruments under Subtopic 815-20 ​ ​ ​ Commitments to originate real estate loans for sale Other assets ​ 7 ​ ​ Forward sales commitments Other assets ​ 14 ​ ​ Total derivatives ​ $ 127 ​ $ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. ​ 28 Table of Contents 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, 2021 filed with the SEC on March 1, 2022). Information about reportable segments and reconciliation of the information to the consolidated financial statements follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ ​ ​ ​ ​ ​ ​ Consolidated (000's omitted) Banking Benefit Services All Other Eliminations Total Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ Net interest income ​ $ 94,798 ​ $ 68 ​ $ 6 ​ $ 0 ​ $ 94,872 Provision for credit losses ​ 906 ​ 0 ​ 0 ​ 0 ​ 906 Noninterest revenues ​ 18,008 ​ 30,188 ​ 19,540 ​ ( 2,063 ) ​ 65,673 Amortization of intangible assets ​ 1,045 ​ 1,671 ​ 1,016 ​ 0 ​ 3,732 Acquisition expenses ​ 298 ​ 1 ​ 0 ​ 0 ​ 299 Other operating expenses ​ 66,656 ​ 17,597 ​ 13,586 ​ ( 2,063 ) ​ 95,776 Income before income taxes ​ $ 43,901 ​ $ 10,987 ​ $ 4,944 ​ $ 0 ​ $ 59,832 Assets ​ $ 15,402,218 ​ $ 260,166 ​ $ 97,945 ​ $ ( 134,446 ) ​ $ 15,625,883 Goodwill ​ $ 689,868 ​ $ 85,292 ​ $ 23,920 ​ $ 0 ​ $ 799,080 Core deposit intangibles & Other intangibles ​ $ 8,041 ​ $ 38,348 ​ $ 17,569 ​ $ 0 ​ $ 63,958 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net interest income ​ $ 93,839 ​ $ 94 ​ $ 21 ​ $ 0 ​ $ 93,954 Provision for credit losses ​ ( 5,719 ) ​ 0 ​ 0 ​ 0 ​ ( 5,719 ) Noninterest revenues ​ 16,454 ​ 27,149 ​ 16,817 ​ ( 1,889 ) ​ 58,531 Amortization of intangible assets ​ 1,324 ​ 1,354 ​ 673 ​ 0 ​ 3,351 Acquisition expenses ​ 27 ​ 0 ​ 0 ​ 0 ​ 27 Other operating expenses ​ 65,007 ​ 15,005 ​ 11,745 ​ ( 1,889 ) ​ 89,868 Income before income taxes ​ $ 49,654 ​ $ 10,884 ​ $ 4,420 ​ $ 0 ​ $ 64,958 Assets ​ $ 14,427,834 ​ $ 210,297 ​ $ 82,074 ​ $ ( 100,024 ) ​ $ 14,620,181 Goodwill ​ $ 689,869 ​ $ 83,275 ​ $ 20,312 ​ $ 0 ​ $ 793,456 Core deposit intangibles & Other intangibles ​ $ 12,507 ​ $ 30,697 ​ $ 6,385 ​ $ 0 ​ $ 49,589 ​ ​ ​ ​ ​ 29 Table of Contents