On July 26, 2023, the SEC finalized rules requiring registrants to disclose material cybersecurity incidents that they experience on Form 8-K and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance. Annual disclosures will be required in CBSI's Annual Report on Form 10-K for the year ended 2023. The Form 8-K disclosure requirements will become effective beginning on December 18, 2023. 38 Table of Contents Net Income and Profitability As ...

Community Bank System, Inc. (NYSE:CBU) Q3 2023 Earnings Conference Call October 24, 2023 11:00 AM ET Company Participants Mark Tryniski - President, Chief Executive Officer Joseph Sutaris - Executive Vice President, Chief Financial Officer Dimitar Karaivanov - Chief Operating Officer Conference Call Participants Nick Cucharale - The Hovde Group Steve Moss - Raymond James Alex Twerdahl - Piper Sandler Chris O'Connell - KBW Matthew Breese - Stephens Operator Good day, and welcome to the Community Bank’s 2023 ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated statements of condition, income, equity, and cash flows for periods ended June 30, 2023 [Consolidated Statements of Condition](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets decreased to $15.11 billion, driven by a reduction in available-for-sale securities and lower deposits Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$15,108,050** | **$15,835,651** | | Cash and cash equivalents | $222,779 | $209,896 | | Available-for-sale investment securities | $3,064,870 | $4,151,851 | | Loans, net of allowance | $9,107,485 | $8,748,335 | | Goodwill | $843,960 | $841,841 | | **Total Liabilities** | **$13,490,644** | **$14,283,946** | | Total deposits | $12,871,786 | $13,012,308 | | Overnight borrowings | $234,000 | $768,400 | | **Total Shareholders' Equity** | **$1,617,406** | **$1,551,705** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Q2 2023 net income rose to $48.3 million, while YTD net income fell to $54.1 million due to a securities sale loss Consolidated Income Statement Highlights (in thousands, except per-share data) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $109,279 | $103,141 | $220,309 | $198,013 | | Provision for credit losses | $752 | $6,038 | $4,252 | $6,944 | | Loss on sales of investment securities | $0 | $0 | $(52,329) | $0 | | Total noninterest revenues | $65,984 | $64,097 | $79,479 | $129,770 | | Total noninterest expenses | $113,038 | $110,424 | $227,090 | $210,231 | | **Net Income** | **$48,291** | **$39,805** | **$54,089** | **$86,860** | | **Diluted EPS** | **$0.89** | **$0.73** | **$1.00** | **$1.60** | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income improved significantly YTD, driven by smaller unrealized losses on investment securities - The accumulated other comprehensive loss decreased from $(686.4) million at year-end 2022 to **$(611.7) million at June 30, 2023**, mainly due to a smaller net unrealized loss on investment securities[158](index=158&type=chunk) Comprehensive Income (Loss) Summary (in thousands) | Period | Net Income | Other Comprehensive (Loss) Income, net of taxes | Comprehensive Income (Loss) | | :--- | :--- | :--- | :--- | | **Three Months Ended June 30, 2023** | $48,291 | $(33,617) | $14,674 | | **Three Months Ended June 30, 2022** | $39,805 | $(196,733) | $(156,928) | | **Six Months Ended June 30, 2023** | $54,089 | $74,737 | $128,826 | | **Six Months Ended June 30, 2022** | $86,860 | $(468,100) | $(381,240) | [Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity increased to $1.62 billion, driven by net income and other comprehensive income - The company declared common dividends of **$0.88 per share** during the first six months of 2023, totaling $47.4 million[128](index=128&type=chunk) - **400,000 shares of treasury stock** were purchased for $20.6 million during the first six months of 2023[128](index=128&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash from investing activities was positive due to security sales, while financing activities used cash for debt and deposit outflows Cash Flow Summary (Six Months Ended June 30, in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $118,856 | $98,915 | | Net cash provided by (used in) investing activities | $755,870 | $(1,602,503) | | Net cash used in financing activities | $(861,843) | $(173,848) | | **Change in cash and cash equivalents** | **$12,883** | **$(1,677,436)** | - A significant investing activity in H1 2023 was the **$733.8 million in proceeds from sales of available-for-sale investment securities**, compared to zero in H1 2022[132](index=132&type=chunk) - A major financing activity in H1 2023 was a **$534.4 million net decrease in overnight borrowings**, used to pay down debt with proceeds from security sales[132](index=132&type=chunk) [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the company's accounting policies, acquisitions, and analysis of key financial statement components [NOTE B: ACQUISITIONS](index=11&type=section&id=NOTE%20B%3A%20ACQUISITIONS) The company completed two small insurance and realty acquisitions in 2023, following a larger bank acquisition in 2022 - On May 1, 2023, the Company acquired Hyde Park Insurance Services, Inc. for **$4.3 million in cash**, recording a $2.8 million customer list intangible and $1.5 million of goodwill[57](index=57&type=chunk) - On March 1, 2023, the Company acquired Axiom Realty Group for **$1.8 million in cash**, recording a $1.2 million customer list intangible and $0.6 million of goodwill[58](index=58&type=chunk) - On May 13, 2022, the Company acquired Elmira Savings Bank for **$82.2 million in cash**, recognizing $42.1 million of goodwill[60](index=60&type=chunk) [NOTE D: INVESTMENT SECURITIES](index=16&type=section&id=NOTE%20D%3A%20INVESTMENT%20SECURITIES) The investment portfolio's fair value declined to $4.13 billion, with significant unrealized losses from interest rate changes Investment Securities Portfolio (Fair Value, in thousands) | Portfolio | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Available-for-Sale | $3,064,870 | $4,151,851 | | Held-to-Maturity | $1,063,444 | $1,034,795 | | Equity and Other | $102,017 | $129,066 | - In Q1 2023, the Company sold $786.1 million in book value of AFS securities, recognizing a **$52.3 million gross realized loss**, as part of a strategic balance sheet repositioning[35](index=35&type=chunk) - As of June 30, 2023, the AFS portfolio had **$436.5 million in gross unrealized losses**, with the majority attributed to interest rate changes, not credit deterioration[23](index=23&type=chunk)[26](index=26&type=chunk) [NOTE E: LOANS AND ALLOWANCE FOR CREDIT LOSSES](index=22&type=section&id=NOTE%20E%3A%20LOANS%20AND%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) Gross loans grew to $9.17 billion, while the allowance for credit losses increased slightly amid a weaker economic forecast Loan Portfolio Composition (in thousands) | Loan Type | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Business lending | $3,833,697 | $3,645,665 | | Consumer mortgage | $3,072,090 | $3,012,475 | | Consumer indirect | $1,644,811 | $1,539,653 | | **Gross loans** | **$9,170,769** | **$8,809,394** | Allowance for Credit Losses Activity (Six Months Ended June 30, 2023, in thousands) | Description | Amount | | :--- | :--- | | Beginning Balance (Jan 1, 2023) | $61,059 | | Charge-offs | $(5,988) | | Recoveries | $3,771 | | Provision for credit losses | $4,442 | | **Ending Balance (June 30, 2023)** | **$63,284** | - The Company utilizes the **CECL model** for estimating credit losses, incorporating historical data and an eight-quarter economic forecast[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE H: EARNINGS PER SHARE](index=30&type=section&id=NOTE%20H%3A%20EARNINGS%20PER%20SHARE) Diluted EPS for the first six months of 2023 was $1.00, down from $1.60 in the prior year period Earnings Per Share Reconciliation (Six Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net income available to common shareholders (000s) | $53,903 | $86,608 | | Weighted-average common shares outstanding – basic (000s) | 53,760 | 53,958 | | **Basic earnings per share** | **$1.00** | **$1.61** | | Weighted-average common shares outstanding – diluted (000s) | 53,912 | 54,299 | | **Diluted earnings per share** | **$1.00** | **$1.60** | - The Board approved a stock repurchase program for up to 2,697,000 shares; **400,000 shares were repurchased** in H1 2023 at an average price of $51.42[78](index=78&type=chunk) [NOTE J: FAIR VALUE](index=32&type=section&id=NOTE%20J%3A%20FAIR%20VALUE) The company's financial assets are primarily valued using quoted prices (Level 1) and observable inputs (Level 2) Financial Assets at Fair Value on a Recurring Basis (June 30, 2023, in thousands) | Asset Type | Level 1 | Level 2 | Level 3 | Total Fair Value | | :--- | :--- | :--- | :--- | :--- | | Available-for-sale investment securities | $2,125,720 | $939,150 | $0 | $3,064,870 | | Equity securities | $369 | $0 | $0 | $369 | | Mortgage loans held for sale | $0 | $1,401 | $0 | $1,401 | | Commitments to originate real estate loans for sale | $0 | $0 | $18 | $18 | Carrying Value vs. Fair Value of Other Financial Instruments (June 30, 2023, in thousands) | Instrument | Carrying Value | Fair Value | | :--- | :--- | :--- | | Net loans | $9,107,485 | $8,886,977 | | Held-to-maturity securities | $1,104,020 | $1,063,444 | | Deposits | $12,871,786 | $12,838,912 | [NOTE K: SEGMENT INFORMATION](index=39&type=section&id=NOTE%20K%3A%20SEGMENT%20INFORMATION) The Banking segment generates the majority of pre-tax income and holds nearly all of the company's assets Segment Income Before Income Taxes (Six Months Ended June 30, 2023, in thousands) | Segment | Income Before Income Taxes | | :--- | :--- | | Banking | $42,917 | | Employee Benefit Services | $19,405 | | All Other | $6,124 | | **Consolidated Total** | **$68,446** | Segment Assets (June 30, 2023, in thousands) | Segment | Assets | | :--- | :--- | | Banking | $14,885,490 | | Employee Benefit Services | $235,655 | | All Other | $102,321 | | Eliminations | $(115,416) | | **Consolidated Total** | **$15,108,050** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting increased Q2 income, strong loan growth, and robust liquidity [Executive Summary](index=44&type=section&id=Executive%20Summary) Q2 2023 net income increased 21.3% YoY, while YTD net income decreased due to a Q1 investment security sale loss - Q2 2023 net income rose to $8.5 million, a **21.3% increase from Q2 2022**; however, YTD net income fell by 37.7% due to a $52.3 million pre-tax loss on a securities sale[126](index=126&type=chunk) - The company's liquidity position is strong, with **$4.27 billion in immediately available sources**, more than double its estimated uninsured deposits of $2.05 billion[127](index=127&type=chunk)[253](index=253&type=chunk) - The deposit base is highly stable and diversified, with a **low cycle-to-date deposit beta of 10%**[127](index=127&type=chunk) [Net Interest Income](index=50&type=section&id=Net%20Interest%20Income) Net interest income grew 6.0% YoY in Q2 2023, driven by a 29 basis point expansion in the net interest margin Net Interest Margin Analysis | Metric | Q2 2023 | Q2 2022 | | :--- | :--- | :--- | | Net Interest Income (FTE, non-GAAP, $000s) | $110,359 | $104,149 | | Avg. Yield on Interest-Earning Assets | 3.82% | 2.97% | | Avg. Rate on Interest-Bearing Liabilities | 0.94% | 0.13% | | Net Interest Spread | 2.88% | 2.84% | | Net Interest Margin (FTE, non-GAAP) | 3.18% | 2.89% | - The increase in loan yields was driven by **rising market interest rates** on new and variable-rate loans, coupled with strong origination volumes[170](index=170&type=chunk) - The company anticipates **continued increases in deposit and funding costs** due to market competition and rate changes[171](index=171&type=chunk) [Noninterest Revenues](index=57&type=section&id=Noninterest%20Revenues) Q2 noninterest revenues grew 2.9% YoY, but YTD revenues fell 38.8% due to the Q1 loss on security sales Noninterest Revenues Breakdown (in thousands) | Revenue Source | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Employee benefit services | $28,565 | $28,921 | $57,949 | $58,501 | | Insurance services | $11,860 | $9,780 | $23,382 | $20,189 | | Wealth management services | $7,858 | $8,141 | $16,103 | $16,774 | | Banking Noninterest Revenue | $17,771 | $17,267 | $34,182 | $34,292 | | Loss on sales of investment securities | $0 | $0 | $(52,329) | $0 | | **Total noninterest revenues** | **$65,984** | **$64,097** | **$79,479** | **$129,770** | - Insurance services revenue **grew 21.3% in Q2 and 15.8% YTD**, driven by a strong premium market, organic expansion, and acquired growth[198](index=198&type=chunk) [Noninterest Expenses](index=60&type=section&id=Noninterest%20Expenses) Noninterest expenses rose 2.4% YoY in Q2 2023, primarily driven by higher salaries and employee benefits Noninterest Expenses Breakdown (in thousands) | Expense Category | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $68,034 | $65,398 | $139,521 | $127,046 | | Data processing and communications | $14,291 | $13,611 | $27,420 | $26,270 | | Acquisition expenses | $(1) | $3,960 | $56 | $4,259 | | **Total noninterest expenses** | **$113,038** | **$110,424** | **$227,090** | **$210,231** | - The GAAP efficiency ratio **improved to 64.5% in Q2 2023** from 66.0% in Q2 2022, while the non-GAAP operating efficiency ratio slightly worsened[201](index=201&type=chunk)[204](index=204&type=chunk) [Asset Quality](index=66&type=section&id=Asset%20Quality) Asset quality remained strong with low net charge-offs and an improved allowance coverage ratio for nonperforming loans Key Asset Quality Ratios | Ratio | June 30, 2023 | December 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | :--- | | Allowance for credit losses/total loans | 0.69% | 0.69% | 0.68% | | Nonaccrual loans/total loans | 0.33% | 0.33% | 0.39% | | Allowance for credit losses/nonperforming loans | 190% | 183% | 150% | | Net charge-offs (annualized, quarterly) | 0.03% | 0.09% | 0.02% | - The provision for credit losses was **$0.8 million in Q2 2023**, significantly lower than the $6.0 million in Q2 2022[230](index=230&type=chunk) [Shareholders' Equity and Regulatory Capital](index=71&type=section&id=Shareholders'%20Equity%20and%20Regulatory%20Capital) Shareholders' equity increased to $1.62 billion, and the company remains 'well capitalized' under all regulatory measures Regulatory Capital Ratios (Company) | Ratio | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Tier 1 leverage ratio | 9.35% | 8.79% | | Common equity Tier 1 capital ratio | 15.20% | 15.71% | | Tier 1 risk-based capital ratio | 15.20% | 15.71% | | Total risk-based capital ratio | 15.90% | 16.40% | - The company announced a dividend increase to $0.45 per share, marking the **31st consecutive year of dividend increases**[241](index=241&type=chunk) - The tangible equity-to-assets ratio (non-GAAP) was **5.34% at June 30, 2023**, up from 4.64% at December 31, 2022[246](index=246&type=chunk) [Liquidity](index=75&type=section&id=Liquidity) The company maintains a strong liquidity position, with available sources more than double its estimated uninsured deposits - Total available sources of immediately available liquidity were **$4.23 billion** at the end of Q2 2023[253](index=253&type=chunk) - This liquidity coverage represents **over 200% of the company's estimated uninsured deposits** of approximately $2.05 billion[253](index=253&type=chunk) - The company's short-term liquidity measure showed a 30-day ratio of **13.2%**, well above the internal policy requirement of 7.5%[254](index=254&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=80&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, with NII projected to be liability sensitive to rising rates Net Interest Income Sensitivity Model (at June 30, 2023) | Interest Rate Scenario | Calculated Annualized Change in Projected NII ($000s) | Calculated Annualized Change in Projected NII (%) | | :--- | :--- | :--- | | +200 basis points | $(26,753) | (6.1)% | | +100 basis points | $(11,505) | (2.6)% | | -100 basis points | $9,831 | 2.2% | | -200 basis points | $12,079 | 2.8% | - Projected NII decreases in rising rate scenarios because **deposits and borrowings are expected to reprice higher faster than loans**[278](index=278&type=chunk) [Controls and Procedures](index=83&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - The company's disclosure controls and procedures were **deemed effective** as of June 30, 2023[282](index=282&type=chunk) - **No material changes** were made to internal controls over financial reporting during the second quarter of 2023[283](index=283&type=chunk) [Part II. Other Information](index=84&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=84&type=section&id=Item%201.%20Legal%20Proceedings) Management does not expect pending legal matters to have a material impact on the company's financial position - Management does not expect pending or threatened legal matters to have a **material impact** on the company's consolidated financial position[292](index=292&type=chunk) [Risk Factors](index=84&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the company's most recent Form 10-K and 10-Q filings - **No material changes** in risk factors were reported since the last Form 10-K and Form 10-Q filings[288](index=288&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 200,000 shares in Q2 2023, with 2,297,000 shares remaining under the current buyback plan Issuer Purchases of Equity Securities (Q2 2023) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plan | | :--- | :--- | :--- | :--- | | April 2023 | 1,033 | $49.88 | 0 | | May 2023 | 100,000 | $48.58 | 100,000 | | June 2023 | 100,000 | $48.03 | 100,000 | | **Total** | **201,033** | **$48.32** | **200,000** | - As of the end of Q2 2023, **2,297,000 shares may yet be purchased** under the current repurchase program[286](index=286&type=chunk)

Community Bank System, Inc. (NYSE:CBU) Q2 2023 Earnings Conference Call July 31, 2023 11:00 AM ET Company Participants Mark Tryniski - President and CEO Joseph Sutaris - Executive Vice President and CFO Dimitar Karaivanov - Executive Vice President and COO Conference Call Participants Nick Cucharale - The Hovde Group Steve Moss - Raymond James Alex Twerdahl - Piper Sandler Manuel Navas - D.A. Davidson Matthew Breese - Stephens Chris O'Connell - KBW Operator Welcome to the Community Bank System’s Second Quar ...

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 unobse ...

Community Bank System, Inc. (NYSE:CBU) Q1 2023 Results Conference Call April 25, 2023 11:00 AM ET Company Participants Mark Tryniski - President and CEO Joseph Sutaris - EVP and CFO Dimitar Karaivanov - COO Conference Call Participants Alex Twerdahl - Piper Sandler Steve Moss - Raymond James Matthew Breese - Stephens Inc Chris O'Connell - KBW Operator Welcome to the Community Bank System First Quarter 2023 Earnings Conference Call. Please note that this presentation contains forward-looking statements withi ...

Credit Losses and Allowance - The Company recorded a provision for credit losses of $0.1 million on purchased credit deteriorated (PCD) loans from the Elmira acquisition during 2022[87]. - The allowance for credit losses is estimated using historical credit loss experience and current macroeconomic trends, including unemployment rates and property values[85]. Interest Rate Sensitivity - The projected net interest income (NII) sensitivity shows a decrease of $1.91 million (0.4%) in a +200 basis points rate environment, while an increase of $1.09 million (0.2%) is expected in a +100 basis points environment[317]. - The Company’s net interest income projections are sensitive to changes in interest rates, with significant impacts expected from the repricing of loans and deposits[315]. Asset Management and Investment Strategy - The ongoing monitoring of interest rate risk is a key component of the Company’s asset/liability management process, with monthly reviews by the Asset-Liability Committee (ALCO)[313]. - The Company plans to use investment cash flows to pay down overnight borrowings and fund loan growth, with no additional investment security purchases expected over the next twelve months[320]. - The Company’s investment portfolio is primarily composed of 90.3% Treasury and agency securities rated AAA, with minimal foreign currency exchange rate risk exposure[312]. Loan Portfolio Management - The Company’s loan portfolio segments are disaggregated to monitor risk and performance effectively, considering various risk characteristics[85]. - The model assumes average deposit balances will decrease approximately 4.6% over the next twelve months, impacting overall earning assets[319]. - The Company anticipates that cash flows on earning assets will increase modestly throughout the forecast period[318].

| --- | --- | |---------------------------------------------|-------| | | | | | | | 级 Community | | | BANK SYSTEM, INC. | | | | | | | | | | | | | | | | | | | RUARY | | | | | | | | Investor Presentation | | | | | | COMMUNITY BANK SYSTEM, INC. I NYSE: CBU | | Note Regarding Non‐GAAP Financial Measures About CBU Record of executing accretive acquisitions within and around Northeast banking footprint $3.4B market capitalization (at 12/30/22 share price of $62.95) • EXPERIENCED AND DISCIPLINED ACQUIRER Community ...

Community Bank System, Inc. (NYSE:CBU) Q4 2022 Earnings Conference Call January 24, 2023 11:00 AM ET Company Participants Mark Tryniski - President and CEO Joseph Sutaris - EVP and CFO Dimitar Karaivanov - EVP of Financial Services and Corporate Development Conference Call Participants Alex Twerdahl - Piper Sandler Matthew Breese - Stevens Chris O'Connell - KBW Erik Zwick - The Hovde Group Operator Welcome to the Community Bank System Fourth Quarter and Full Year 2022 Earnings Conference Call. Please note t ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for Q3 and YTD September 2022 show increased net interest income, decreased net income, and a significant decline in shareholders' equity due to unrealized losses [Consolidated Statements of Condition](index=3&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets slightly increased to $15.59 billion, while shareholders' equity significantly declined to $1.46 billion due to accumulated other comprehensive loss Consolidated Statements of Condition (in thousands) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $247,391 | $1,875,064 | | Net loans | $8,483,244 | $7,323,770 | | Available-for-sale investment securities | $5,170,689 | $4,934,210 | | Goodwill | $844,984 | $799,109 | | **Total assets** | **$15,594,547** | **$15,552,657** | | **Liabilities** | | | | Total deposits | $13,486,321 | $12,911,168 | | **Total liabilities** | **$14,133,384** | **$13,451,850** | | **Shareholders' Equity** | | | | Retained earnings | $1,123,641 | $1,058,286 | | Accumulated other comprehensive loss | $(746,381) | $(50,627) | | **Total shareholders' equity** | **$1,461,163** | **$2,100,807** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Q3 2022 net income increased to $48.7 million due to higher net interest income, while YTD net income decreased to $135.6 million primarily from a credit loss provision Consolidated Statements of Income (in thousands, except per-share data) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net interest income | $110,394 | $92,611 | $308,407 | $278,670 | | Provision for credit losses | $5,061 | $(944) | $12,005 | $(11,001) | | Noninterest revenues | $65,249 | $64,309 | $195,019 | $182,300 | | Noninterest expenses | $108,185 | $100,436 | $318,416 | $287,225 | | **Net income** | **$48,691** | **$45,336** | **$135,551** | **$146,130** | | **Diluted earnings per share** | **$0.90** | **$0.83** | **$2.49** | **$2.68** | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company reported a significant comprehensive loss for Q3 and YTD September 2022, primarily driven by large unrealized losses on available-for-sale securities - A significant comprehensive loss of **$(560.2) million** for the first nine months of 2022 was primarily driven by **$(696.5) million** in after-tax unrealized losses on available-for-sale securities[13](index=13&type=chunk) [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased from $2.10 billion to $1.46 billion, primarily due to a significant other comprehensive loss from unrealized securities losses and cash dividends - For the nine months ended September 30, 2022, shareholders' equity decreased by **$639.6 million**, driven by a **$(695.8) million** other comprehensive loss and **$70.2 million** in dividends, partially offset by **$135.6 million** in net income[23](index=23&type=chunk) - The company repurchased **250,000 shares** for **$16.4 million** during the first nine months of 2022[23](index=23&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, net cash provided by operating activities was $143.0 million, while net cash used in investing activities was $(1.89) billion, leading to a total decrease in cash of $(1.63) billion Consolidated Statements of Cash Flows (in thousands) | Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $143,036 | $153,024 | | Net cash used in investing activities | $(1,885,169) | $(866,809) | | Net cash provided by financing activities | $114,460 | $1,390,641 | | **Change in cash and cash equivalents** | **$(1,627,673)** | **$676,856** | [Notes to the Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail key events like the Elmira Savings Bank acquisition, loan portfolio growth, increased allowance for credit losses, and significant unrealized losses in the investment portfolio due to rising interest rates - On May 13, 2022, the Company acquired Elmira Savings Bank for **$82.2 million** in cash, acquiring **$579.0 million** in assets, including **$437.0 million** in loans, and recognizing **$45.8 million** in preliminary goodwill[30](index=30&type=chunk) - The allowance for credit losses to total loans ratio was **0.71%** at September 30, 2022, up from **0.68%** at year-end 2021, driven by a weaker economic forecast and loan growth, including a **$3.9 million** acquisition-related provision for the Elmira deal[88](index=88&type=chunk) - The investment portfolio had a net unrealized loss of **$965.9 million** as of September 30, 2022, a significant increase from a loss of **$45.9 million** at year-end 2021, primarily due to changes in interest rates[61](index=61&type=chunk)[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 and YTD 2022 financial performance, highlighting increased net interest income, decreased YTD net income due to credit loss provisions, loan growth from acquisitions, and a significant decline in shareholders' equity - Q3 2022 diluted EPS was **$0.90**, an **8.4%** increase from Q3 2021, driven by a **19.2%** rise in net interest income. YTD 2022 diluted EPS was **$2.49**, down from **$2.68** in the prior year, mainly due to a **$23.0 million** negative swing in the provision for credit losses[143](index=143&type=chunk)[146](index=146&type=chunk) - The acquisition of Elmira Savings Bank on May 13, 2022, for **$82.2 million** in cash added approximately **$579.0 million** in assets, including **$437.0 million** in loans and **$522.3 million** in deposits[145](index=145&type=chunk) - The net interest margin for Q3 2022 was **3.03%**, an increase of **29 basis points** from Q3 2021, as the yield on interest-earning assets rose **35 basis points**[164](index=164&type=chunk) - Total loans grew **17.3%** YoY to **$8.54 billion**, driven by the Elmira acquisition and organic growth across all loan categories, despite a **$156.2 million** decrease in PPP loans[203](index=203&type=chunk) - The allowance for credit losses to total loans ratio increased to **0.71%** from **0.68%** at year-end 2021, reflecting loan growth and a weaker economic forecast. The provision for credit losses was **$5.1 million** in Q3 2022, compared to a benefit of **$(0.9) million** in Q3 2021[221](index=221&type=chunk) - Total shareholders' equity declined by **$639.6 million** since year-end 2021 to **$1.46 billion**, primarily due to a **$695.7 million** other comprehensive loss from the mark-to-market impact on the available-for-sale securities portfolio[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, managed via NII simulation models, which project short-term NII decreases in both rising and falling rate scenarios Net Interest Income Sensitivity Model (as of Sep 30, 2022) | Interest Rate Scenario | Change in Projected NII (in thousands) | Change in Projected NII (%) | | :--- | :--- | :--- | | +300 basis points | ($8,243) | (1.8%) | | +200 basis points | ($5,702) | (1.2%) | | +100 basis points | ($3,217) | (0.7%) | | -100 basis points | ($763) | (0.2%) | | -200 basis points | ($2,455) | (0.5%) | | -300 basis points | ($9,804) | (2.1%) | - The primary tool for managing interest rate risk is an income simulation model. The model as of Q3 2022 shows short-term NII sensitivity to both rising and falling rates, with projected NII decreasing in all scenarios over the next 12 months[259](index=259&type=chunk)[267](index=267&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting - The company's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2022[271](index=271&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended September 30, 2022[272](index=272&type=chunk) [Part II. Other Information](index=58&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity security sales, and other miscellaneous disclosures [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings, but management does not anticipate a material impact on its consolidated financial position - Management does not expect pending or threatened litigation to have a material impact on the Company's consolidated financial position[273](index=273&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q were reported - No material changes in risk factors were reported from previous filings[274](index=274&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has a stock repurchase program for up to 2.70 million shares, but no shares were repurchased under this plan in Q3 2022 - The Board approved a stock repurchase program for up to **2.70 million shares** for 2022. No shares were repurchased under this plan in Q3 2022[277](index=277&type=chunk) Issuer Purchases of Equity Securities (Q3 2022) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plan | Max Shares Remaining Under Plan | | :--- | :--- | :--- | :--- | :--- | | July 1-31, 2022 | 903 | $63.64 | 0 | 2,447,000 | | August 1-31, 2022 | 0 | $0.00 | 0 | 2,447,000 | | September 1-30, 2022 | 0 | $0.00 | 0 | 2,447,000 | [Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section is not applicable for the current reporting period - Not applicable[282](index=282&type=chunk) [Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable for the current reporting period - Not applicable[283](index=283&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) This section is not applicable for the current reporting period - Not applicable[284](index=284&type=chunk) [Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including employment agreements, retirement agreements, and CEO/CFO certifications - Exhibits filed include amendments to employment agreements for Dimitar Karaivanov and a retirement agreement for Joseph F. Serbun[286](index=286&type=chunk) - Certifications by the CEO and CFO pursuant to Sarbanes-Oxley Sections 302 and 906 are included as exhibits[286](index=286&type=chunk)