TOMPKINS FINANCIAL CORP - FORM 10-Q

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EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - TOMPKINS FINANCIAL CORP	ex31-1.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - TOMPKINS FINANCIAL CORP	ex32-2.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - TOMPKINS FINANCIAL CORP	ex31-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - TOMPKINS FINANCIAL CORP	ex32-1.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, 2015

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

For the transition period from _____ to ______

Commission File Number 1-12709

Tompkins Financial Corporation

(Exact name of registrant as specified in its charter)

New York	16-1482357
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

The Commons, P.O. Box 460, Ithaca, NY	14851
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 503-5753

Former name, former address, and former fiscal year, if changed since last report: NA

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.

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

Large Accelerated Filer ☐	Accelerated Filer ☒
Non-Accelerated Filer ☐ (Do not check if a smaller reporting company)	Smaller Reporting Company ☐

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

Indicate the number of shares of the Registrant’s Common Stock outstanding as of the latest practicable date:

Class		Outstanding as of October 30, 2015
Common Stock, $0.10 par value		14,901,276 shares

TOMPKINS FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION
		PAGE
Item 1 –	Condensed Financial Statements
	Consolidated Statements of Condition as of September 30, 2015 (Unaudited)	3

	Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014 (Unaudited)	4

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014 (Unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (Unaudited)	6

	Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2015 and 2014 (Unaudited)	8

	Notes to Unaudited Consolidated Condensed Financial Statements	9-46

Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47-65

Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	66

Item 4 –	Controls and Procedures	67

PART II – OTHER INFORMATION

Item 1 –	Legal Proceedings	67

Item 1A –	Risk Factors	67

Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 3 –	Defaults Upon Senior Securities	68

Item 4 –	Mine Safety Disclosures	68

Item 5 –	Other Information	68

Item 6 –	Exhibits	68

SIGNATURES		69

EXHIBIT INDEX		70

TOMPKINS FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION

(In thousands, except share and per share data) (Unaudited)	As of			As of
ASSETS	09/30/2015			12/31/2014

Cash and noninterest bearing balances due from banks	$	105,074		$	53,921
Interest bearing balances due from banks		2,019			2,149
Cash and Cash Equivalents		107,093			56,070

Trading securities, at fair value		7,749			8,992
Available-for-sale securities, at fair value (amortized cost of $1,378,138 at September 30, 2015 and $1,397,458 at December 31, 2014)		1,388,283			1,402,236
Held-to-maturity securities, at amortized cost (fair value of $149,112 at September 30, 2015 and $89,036 at December 31, 2014)		146,300			88,168
Originated loans and leases, net of unearned income and deferred costs and fees		3,149,386			2,839,974
Acquired loans and leases, covered		15,576			19,319
Acquired loans and leases, non-covered		469,351			533,995
Less: Allowance for loan and lease losses		30,965			28,997
Net Loans and Leases		3,603,348			3,364,291

FDIC indemnification asset		334			1,903
Federal Home Loan Bank stock		23,562			21,259
Bank premises and equipment, net		60,060			59,800
Corporate owned life insurance		75,368			73,725
Goodwill		92,243			92,243
Other intangible assets, net		13,028			14,649
Accrued interest and other assets		77,350			86,225
Total Assets	$	5,594,718		$	5,269,561

LIABILITIES
Deposits:
Interest bearing:
Checking, savings and money market		2,447,841			2,247,708
Time		877,422			898,081
Noninterest bearing		1,111,810			1,023,365
Total Deposits		4,437,073			4,169,154
Federal funds purchased and securities sold under agreements to repurchase		134,941			147,037
Other borrowings, including certain amounts at fair value of $10,736 at September 30, 2015 and $10,961 at December 31, 2014		398,946			356,541
Trust preferred debentures		37,466			37,337
Other liabilities		68,333			69,909
Total Liabilities	$	5,076,759		$	4,779,978

EQUITY
Tompkins Financial Corporation shareholders' equity:

Common Stock - par value $.10 per share: Authorized 25,000,000 shares; Issued: 14,941,486 at September 30, 2015; and 14,931,354 at December 31, 2014		1,494			1,493
Additional paid-in capital		350,397			348,889
Retained earnings		190,175			165,160
Accumulated other comprehensive loss		(22,028	)		(24,011	)
Treasury stock, at cost - 113,787 shares at September 30, 2015, and 111,436 shares at December 31, 2014		(3,629	)		(3,400	)

Total Tompkins Financial Corporation Shareholders’ Equity		516,409			488,131
Noncontrolling interests		1,550			1,452
Total Equity	$	517,959		$	489,583
Total Liabilities and Equity	$	5,594,718		$	5,269,561

See notes to consolidated financial statements

TOMPKINS FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended						Nine Months Ended
(In thousands, except per share data) (Unaudited)	09/30/2015			09/30/2014			09/30/2015			09/30/2014
INTEREST AND DIVIDEND INCOME
Loans	$	39,235		$	38,298		$	114,670		$	112,601
Due from banks		1			0			3			2
Trading securities		86			102			270			321
Available-for-sale securities		7,031			7,718			22,219			23,637
Held-to-maturity securities		915			288			2,185			626
Federal Home Loan Bank stock and Federal Reserve Bank stock		262			212			834			616
Total Interest and Dividend Income		47,530			46,618			140,181			137,803
INTEREST EXPENSE
Time certificates of deposits of $250,000 or more		369			387			1,058			1,022
Other deposits		2,284			2,439			6,837			7,324
Federal funds purchased and securities sold under agreements to repurchase		685			683			2,020			2,263
Trust preferred debentures		583			573			1,726			1,714
Other borrowings		1,223			961			3,596			3,362
Total Interest Expense		5,144			5,043			15,237			15,685
Net Interest Income		42,386			41,575			124,944			122,118
Less: Provision for loan and lease losses		281			(59	)		1,412			751
Net Interest Income After Provision for Loan and Lease Losses		42,105			41,634			123,532			121,367
NONINTEREST INCOME
Insurance commissions and fees		7,564			7,520			22,341			21,823
Investment services income		3,674			3,636			11,518			11,549
Service charges on deposit accounts		2,410			2,506			6,812			7,010
Card services income		2,001			1,936			5,844			5,968
Mark-to-market loss on trading securities		(69	)		(87	)		(206	)		(181	)
Mark-to-market gain on liabilities held at fair value		81			132			226			260
Other income		1,669			1,892			6,390			6,129
Gain on sale of available-for-sale securities		92			20			1,105			151
Total Noninterest Income		17,422			17,555			54,030			52,709
NONINTEREST EXPENSES
Salaries and wages		18,357			17,553			54,319			51,859
Pension and other employee benefits		5,368			4,941			10,843			15,964
Net occupancy expense of premises		2,891			2,969			9,303			9,296
Furniture and fixture expense		1,532			1,451			4,465			4,247
FDIC insurance		729			682			2,218			2,228
Amortization of intangible assets		496			518			1,503			1,570
Other operating expense		8,509			10,423			27,841			30,511
Total Noninterest Expenses		37,882			38,537			110,492			115,675
Income Before Income Tax Expense		21,645			20,652			67,070			58,401
Income Tax Expense		7,115			6,897			22,405			18,951
Net Income attributable to Noncontrolling Interests and Tompkins Financial Corporation		14,530			13,755			44,665			39,450
Less: Net income attributable to noncontrolling interests		33			33			98			98
Net Income Attributable to Tompkins Financial Corporation	$	14,497		$	13,722		$	44,567		$	39,352
Basic Earnings Per Share	$	0.97		$	0.92		$	2.98		$	2.65
Diluted Earnings Per Share	$	0.96		$	0.92		$	2.96		$	2.64

See notes to consolidated financial statements

Consolidated Statements of Comprehensive Income

	Three Months Ended
(In thousands) (Unaudited)	09/30/2015			09/30/2014
Net income attributable to noncontrolling interests and Tompkins Financial Corporation	$	14,530		$	13,755
Other comprehensive income, net of tax:

Available-for-sale securities:
Change in net unrealized gain (loss) during the period		5,515			(4,123	)
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(55	)		(12	)

Employee benefit plans:
Amortization of net retirement plan actuarial gain		122			159
Amortization of net retirement plan prior service cost		11			1

Other comprehensive income (loss)		5,593			(3,975	)

Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation		20,123			9,780
Less: Net income attributable to noncontrolling interests		(33	)		(33	)
Total comprehensive income attributable to Tompkins Financial Corporation	$	20,090		$	9,747

See notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Comprehensive Income

	Nine Months Ended
(In thousands) (Unaudited)	09/30/2015			09/30/2014
Net income attributable to noncontrolling interests and Tompkins Financial Corporation	$	44,665		$	39,450
Other comprehensive income, net of tax:

Available-for-sale securities:
Change in net unrealized gain during the period		3,883			7,918
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(663	)		(90	)

Employee benefit plans:
Recognized actuarial gain due to curtailment		(3,196	)		0
Net retirement plan loss		1,170			0
Amortization of net retirement plan actuarial gain		999			479
Amortization of net retirement plan prior service cost		(210	)		2

Other comprehensive income		1,983			8,309

Subtotal comprehensive income attributable to noncontrolling interests and Tompkins Financial Corporation		46,648			47,759
Less: Net income attributable to noncontrolling interests		(98	)		(98	)
Total comprehensive income attributable to Tompkins Financial Corporation	$	46,550		$	47,661

See notes to unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)	09/30/2015			09/30/2014
OPERATING ACTIVITIES
Net income attributable to Tompkins Financial Corporation	$	44,567		$	39,352
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan and lease losses		1,412			751
Depreciation and amortization of premises, equipment, and software		4,834			4,203
Amortization of intangible assets		1,503			1,570
Earnings from corporate owned life insurance		(1,643	)		(1,431	)
Net amortization on securities		9,011			7,824
Amortization/accretion related to purchase accounting		(4,348	)		(6,147	)
Mark-to-market loss on trading securities		206			181
Mark-to-market gain on liabilities held at fair value		(226	)		(260	)
Net gain on securities transactions		(1,105	)		(151	)
Net gain on sale of loans originated for sale		(21	)		(345	)
Proceeds from sale of loans originated for sale		1,402			19,007
Loans originated for sale		(1,784	)		(18,357	)
Gain on conversion of deposits		0			(140	)
Net loss on sale of bank premises and equipment		24			2
Gain on pension curtailment		(6,003	)		0
Stock-based compensation expense		1,410			1,081
(Increase) decrease in accrued interest receivable		(920	)		92
Increase (decrease) in accrued interest payable		84			(294	)
Proceeds from maturities and payments of trading securities		1,026			1,323
Other, net		11,242			9,494
Net Cash Provided by Operating Activities		60,671			57,755
INVESTING ACTIVITIES
Proceeds from maturities, calls and principal paydowns of available-for-sale securities		181,015			157,157
Proceeds from sales of available-for-sale securities		115,800			48,005
Proceeds from maturities, calls and principal paydowns of held-to-maturity securities		10,567			10,325
Purchases of available-for-sale securities		(285,625	)		(219,695	)
Purchases of held-to-maturity securities		(68,939	)		(38,981	)
Net increase in loans		(237,574	)		(60,416	)
Net (increase) decrease in Federal Home Loan Bank stock		(2,303	)		10,203
Proceeds from sale of bank premises and equipment		73			172
Purchases of bank premises and equipment		(4,621	)		(7,445	)
Purchase of corporate owned life insurance		0			(2,500	)
Net cash used in acquisition		0			(415	)
Other, net		514			386
Net Cash Used in Investing Activities		(291,093	)		(103,204	)
FINANCING ACTIVITIES
Net increase in demand, money market, and savings deposits		288,578			200,550
Net (decrease) increase in time deposits		(19,559	)		66,568
Net decrease in Federal funds purchases and securities sold under agreements to repurchase		(11,247	)		(38,507	)
Increase in other borrowings		285,960			149,845
Repayment of other borrowings		(243,330	)		(314,606	)
Cash dividends		(18,827	)		(17,781	)
Common stock issued		50			50
Repurchase of common stock		(3,279	)		(2,932	)
Shares issued for dividend reinvestment plan		0			2,186
Shares issued for employee stock ownership plan		1,595			1,528
Net shares issued related to restricted stock awards		(195	)		64
Net proceeds from exercise of stock options		1,469			633
Tax benefit from stock option exercises		230			84
Net Cash Provided by Financing Activities		281,445			47,682
Net Increase in Cash and Cash Equivalents		51,023			2,233
Cash and cash equivalents at beginning of period		56,070			82,884
Total Cash & Cash Equivalents at End of Period		107,093			85,117

See notes to unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)	09/30/2015		09/30/2014
Supplemental Information:
Cash paid during the year for - Interest	$	16,253	$	18,033
Cash paid during the year for - Taxes		15,102		3,258
Transfer of loans to other real estate owned		1,046		4,697

See notes to unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


(In thousands except share and per share data)	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Non- controlling Interests		Total
Balances at January 1, 2014	$	1,479		$	346,096		$	137,102		$	(25,119	)	$	(3,071	)	$	1,452	$	457,939
Net income attributable to noncontrolling interests and Tompkins Financial Corporation								39,352									98		39,450
Other comprehensive income											8,309								8,309
Total Comprehensive Income																			47,759
Cash dividends ($1.20 per share)								(17,781	)										(17,781	)
Net exercise of stock options and related tax benefit (36,885 shares)		4			713														717
Stock-based compensation expense					1,081														1,081
Common stock repurchased and returned to unissued status (65,059 shares)		(7	)		(2,925	)													(2,932	)
Shares issued for dividend reinvestment plan (46,081 shares)		4			2,182														2,186
Shares issued for employee stock ownership plan (31,192 shares)		3			1,525														1,528
Directors deferred compensation plan (3,339 shares)					206									(206	)				0
Common stock issued for purchase acquisition (1,080 shares)					50														50
Restricted stock activity ((5,184) shares)					64														64
Balances at September 30, 2014	$	1,483		$	348,992		$	158,673		$	(16,810	)	$	(3,277	)	$	1,550	$	490,611

Balances at January 1, 2015	$	1,493		$	348,889		$	165,160		$	(24,011	)	$	(3,400	)	$	1,452	$	489,583
Net income attributable to noncontrolling interests and Tompkins Financial Corporation								44,567									98		44,665
Other comprehensive income											1,983								1,983
Total Comprehensive Income																			46,648
Cash dividends ($1.26 per share)								(18,827	)										(18,827	)
Net exercise of stock options and related tax benefit (59,973 shares)		6			1,693														1,699
Common stock repurchased and returned to unissued status (63,181 shares)		(6	)		(3,273	)													(3,279	)
Stock-based compensation expense					1,410														1,410
Shares issued for employee stock ownership plan (29,575 shares)		3			1,592														1,595
Directors deferred compensation plan (2,351 shares)					229									(229	)				0
Restricted stock activity ((17,195) shares)		(2	)		(193	)													(195	)
Common stock issued for purchase acquisition (960 shares)					50														50
Adoption of ASU 2014-01 Investments
Accounting for Investments in Qualified
Affordable Housing Projects								(725	)										(725	)
Balances at September 30, 2015	$	1,494		$	350,397		$	190,175		$	(22,028	)	$	(3,629	)	$	1,550	$	517,959

See notes to unaudited condensed consolidated financial statements

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Tompkins Financial Corporation (“Tompkins” or the “Company”) is headquartered in Ithaca, New York and is registered as a Financial Holding Company with the Federal Reserve Board under the Bank Holding Company Act of 1956, as amended. The Company is a locally oriented, community-based financial services organization that offers a full array of products and services, including commercial and consumer banking, leasing, trust and investment management, financial planning and wealth management, and insurance services. At September 30, 2015, the Company’s subsidiaries included: four wholly-owned banking subsidiaries, Tompkins Trust Company (the “Trust Company”), The Bank of Castile (DBA Tompkins Bank of Castile), Mahopac Bank (formerly known as Mahopac National Bank, DBA Tompkins Mahopac Bank), VIST Bank (DBA Tompkins VIST Bank); and a wholly-owned insurance agency subsidiary, Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”). The trust division of the Trust Company provides a full array of investment services, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. The Company’s principal offices are located at The Commons, Ithaca, New York, 14851, and its telephone number is (888) 503-5753. The Company’s common stock is traded on the NYSE MKT LLC under the Symbol “TMP.”

As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 (“BHC Act”), as amended and is subject to examination and comprehensive regulation by the Federal Reserve Board (“FRB”). The Company is also subject to the jurisdiction of the Securities and Exchange Commission (“SEC”) and is subject to disclosure and regulatory requirements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company is subject to the rules of the NYSE MKT LLC for listed companies.

The Company’s banking subsidiaries are subject to examination and comprehensive regulation by various regulatory authorities, including the Federal Deposit Insurance Corporation (“FDIC”), the New York State Department of Financial Services (“NYSDFS”), and the Pennsylvania Department of Banking and Securities (“PDBS”). Each of these agencies issues regulations and requires the filing of reports describing the activities and financial condition of the entities under its jurisdiction. Likewise, such agencies conduct examinations on a recurring basis to evaluate the safety and soundness of the institutions, and to test compliance with various regulatory requirements, including: consumer protection, privacy, fair lending, the Community Reinvestment Act, the Bank Secrecy Act, sales of non-deposit investments, electronic data processing, and trust department activities.

The trust division of Tompkins Trust Company is subject to examination and comprehensive regulation by the FDIC and NYSDFS.

The Company’s insurance subsidiary is subject to examination and regulation by the NYSDFS and the Pennsylvania Insurance Department.

2. Basis of Presentation

The unaudited consolidated financial statements included in this quarterly report do not include all of the information and footnotes required by GAAP for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. In the application of certain accounting policies, management is required to make assumptions regarding the effect of matters that are inherently uncertain. These estimates and assumptions affect the reported amounts of certain assets, liabilities, revenues, and expenses in the unaudited condensed consolidated financial statements. Different amounts could be reported under different conditions, or if different assumptions were used in the application of these accounting policies. The accounting policies that management considers critical in this respect are the determination of the allowance for loan and lease losses, the expenses and liabilities associated with the Company’s pension and post-retirement benefits, and the review of its securities portfolio for other than temporary impairment.

In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year ended December 31, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Other than ASU 2014-01, "Investments, Accounting for Investments in Qualified Affordable Housing Projects", there have been no significant changes to the Company’s accounting policies from those presented in the 2014 Annual Report on Form 10-K. Refer to Note 3- “Accounting Standards Updates” of this Report for a discussion of recently issued accounting guidelines.

Cash and cash equivalents in the consolidated statements of cash flow include cash and noninterest bearing balances due from banks, interest-bearing balances due from banks, and money market funds. Management regularly evaluates the credit risk associated with the counterparties to these transactions and believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.

The Company has evaluated subsequent events for potential recognition and/or disclosure, and determined that no further disclosures were required.

The consolidated financial information included herein combines the results of operations, the assets, liabilities, and shareholders’ equity of the Company and its subsidiaries. Amounts in the prior periods’ unaudited condensed consolidated financial statements are reclassified when necessary to conform to the current periods’ presentation. All significant intercompany balances and transactions are eliminated in consolidation.

3. Accounting Standards Updates

ASU 2014-01, “Investments (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects.” The amendments in this ASU provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense (benefit). The amendments in this ASU became effective for the Company for annual periods beginning January 1, 2015 and if material will be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments.

The Company previously accounted for its investments in qualified affordable housing projects under the cost method; however, the Company determined that its investments in its qualified affordable housing projects meet the conditions set forth in ASU 2014-01 to account for these investments under the proportional amortization method. The Company believes that amortizing its investments in qualified affordable housing projects as a component of income tax expense rather than as a component of operating expenses better reflects the nature and intent of these investments. As a result of adopting ASU 2014-01, the Company recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $0.1 million and $0.3 million during the three and nine months ended September 30, 2015, respectively. While the adoption of ASU 2014-01 requires retrospective application to all periods presented, the Company did not restate income tax expense for the three and nine months ended September 30, 2014 as the amount of additional income tax expense attributable to the amortization of investments in qualified affordable housing projects was not considered material. The net effect of adoption is $725,000 and is reported in the Statement of Changes in Shareholder’s Equity for the nine months ended September 30, 2015. The Company’s remaining investment in qualified affordable housing projects, net of amortization totaled $2.7 million and $3.9 million at September 30, 2015 and December 31, 2014, respectively.

ASU 2014-12 “Compensation—Stock Compensation” (Topic 718”): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, a consensus of the FASB Emerging Issues Task Force (ASU 2014-12). ASU 2014-12 requires that a performance target that affects vesting of share-based payment awards and that could be achieved after the requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. ASU 2014-12 is effective for all entities for interim and annual periods beginning after December 15, 2015, with early adoption permitted. An entity may apply the amendments in ASU 2014-12 either (i) prospectively to all awards granted or modified after the effective date or (ii) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial condition or results of operations because the Company has not historically granted performance-based stock compensation.

4. Securities

Available-for-Sale Securities
The following table summarizes available-for-sale securities held by the Company at September 30, 2015:

	Available-for-Sale Securities
September 30, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(in thousands)
Obligations of U.S. Government sponsored entities	$	548,390	$	9,103	$	222	$	557,271
Obligations of U.S. states and political subdivisions		73,585		1,000		180		74,405
Mortgage-backed securities residential, issued by
U.S. Government agencies		100,448		1,878		772		101,554
U.S. Government sponsored entities		652,015		5,153		5,423		651,745
Non-U.S. Government agencies or sponsored entities		200		3		0		203
U.S. corporate debt securities		2,500		0		338		2,162
Total debt securities		1,377,138		17,137		6,935		1,387,340
Equity securities		1,000		0		57		943
Total available-for-sale securities	$	1,378,138	$	17,137	$	6,992	$	1,388,283

The following table summarizes available-for-sale securities held by the Company at December 31, 2014:

	Available-for-Sale Securities
December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(in thousands)
Obligations of U.S. Government sponsored entities	$	553,300	$	6,222	$	1,702	$	557,820
Obligations of U.S. states and political subdivisions		70,790		999		279		71,510
Mortgage-backed securities residential, issued by
U.S. Government agencies		108,931		2,339		1,344		109,926
U.S. Government sponsored entities		660,195		7,309		8,384		659,120
Non-U.S. Government agencies or sponsored entities		267		4		0		271
U.S. corporate debt securities		2,500		0		338		2,162
Total debt securities		1,395,983		16,873		12,047		1,400,809
Equity securities		1,475		0		48		1,427
Total available-for-sale securities	$	1,397,458	$	16,873	$	12,095	$	1,402,236

Held-to-Maturity Securities
The following table summarizes held-to-maturity securities held by the Company at September 30, 2015:

	Held-to-Maturity Securities
September 30, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(in thousands)
Obligations of U.S. Government sponsored entities	$	132,577	$	2,455	$	70	$	134,962
Obligations of U.S. states and political subdivisions	$	13,723	$	427	$	0	$	14,150
Total held-to-maturity debt securities	$	146,300	$	2,882	$	70	$	149,112

The following table summarizes held-to-maturity securities held by the Company at December 31, 2014:

	Held-to-Maturity Securities
December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(in thousands)
Obligations of U.S. Government sponsored entities	$	71,906	$	400	$	37	$	72,269
Obligations of U.S. states and political subdivisions		16,262		505		0		16,767
Total held-to-maturity debt securities	$	88,168	$	905	$	37	$	89,036

The Company may from time to time sell investment securities from its available-for-sale portfolio. Realized gains on sales, including called securities, of available-for-sale securities were $92,000 and $1,107,000 for the three and nine months ending September 30, 2015 and $20,000 and $186,000 in the same periods during 2014. Realized losses on available-for-sale securities sold were $0 and $2,000 for the three and nine months ending September 30, 2015 and $0 and $78,000 for the three and nine months ending September 30, 2014, respectively. The sales of available-for-sale investment securities were the result of general investment portfolio and interest rate risk management.

The following table summarizes available-for-sale securities that had unrealized losses at September 30, 2015:


	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government sponsored entities	$	31,937	$	141	$	998	$	81	$	32,935	$	222
Obligations of U.S. states and political subdivisions		15,917		153		4,944		27		20,861		180

Mortgage-backed securities - issued by
U.S. Government agencies		14,457		61		31,826		711		46,283		772
U.S. Government sponsored entities		216,329		1,023		194,511		4,400		410,840		5,423
U.S. corporate debt securities		0		0		2,163		338		2,163		338
Equity securities		0		0		943		57		943		57
Total available-for-sale securities	$	278,640	$	1,378	$	235,385	$	5,614	$	514,025	$	6,992

The following table summarizes held-to-maturity securities that had unrealized losses at September 30, 2015.


	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Obligations of U.S. Government sponsored entities	$	15,041	$	70	$	0	$	0	$	15,041	$	70

Total held-to-maturity securities	$	15,041	$	70	$	0	$	0	$	15,041	$	70

The following table summarizes available-for-sale securities that had unrealized losses at December 31, 2014:


	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government sponsored entities	$	71,363	$	385	$	65,497	$	1,317	$	136,860	$	1,702
Obligations of U.S. states and political subdivisions		15,451		124		8,102		155		23,553		279

Mortgage-backed securities – residential, issued by
U.S. Government agencies		2,623		21		28,502		1,323		31,125		1,344
U.S. Government sponsored entities		162,377		719		271,503		7,665		433,880		8,384
U.S. corporate debt securities		0		0		2,163		338		2,163		338
Equity securities		0		0		952		48		952		48
Total available-for-sale securities	$	251,814	$	1,249	$	376,719	$	10,846	$	628,533	$	12,095

The following table summarizes held-to-maturity securities that had unrealized losses at December 31, 2014.


	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Obligations of U.S. Government sponsored entities	$	15,095	$	37	$	0	$	0	$	15,095	$	37
Total held-to-maturity securities	$	15,095	$	37	$	0	$	0	$	15,095	$	37

The gross unrealized losses reported for residential mortgage-backed securities relate to investment securities issued by U.S. government sponsored entities such as Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and U.S. government agencies such as Government National Mortgage Association. The total gross unrealized losses, shown in the tables above, were primarily attributable to changes in interest rates and levels of market liquidity, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities.

The Company does not intend to sell other-than-temporarily impaired investment securities that are in an unrealized loss position until recovery of unrealized losses (which may be until maturity), and it is not more-likely-than not that the Company will be required to sell the investment securities, before recovery of their amortized cost basis, which may be at maturity. Accordingly, as of September 30, 2015, and December 31, 2014, management has determined that the unrealized losses detailed in the tables above are not other-than-temporary.

Ongoing Assessment of Other-Than-Temporary Impairment

On a quarterly basis, the Company performs an assessment to determine whether there have been any events or economic circumstances indicating that a security with an unrealized loss has suffered other-than-temporary impairment (“OTTI”). A debt security is considered impaired if the fair value is less than its amortized cost basis (including any previous OTTI charges) at the reporting date. If impaired, the Company then assesses whether the unrealized loss is other-than-temporary. An unrealized loss on a debt security is generally deemed to be other-than-temporary and a credit loss is deemed to exist if the present value, discounted at the security’s effective rate, of the expected future cash flows is less than the amortized cost basis of the debt security. As a result, the credit loss component of an other-than-temporary impairment write-down for debt securities is recorded in earnings while the remaining portion of the impairment loss is recognized, net of tax, in other comprehensive income provided that the Company does not intend to sell the underlying debt security and it is more-likely-than not that the Company would not have to sell the debt security prior to recovery of the unrealized loss, which may be to maturity. If the Company intended to sell any securities with an unrealized loss or it is more-likely-than not that the Company would be required to sell the investment securities, before recovery of their amortized cost basis, then the entire unrealized loss would be recorded in earnings.

The Company considers the following factors in determining whether a credit loss exists.

The length of time and the extent to which the fair value has been less than the amortized cost basis;

The level of credit enhancement provided by the structure which includes, but is not limited to, credit subordination positions, excess spreads, overcollateralization, protective triggers;

Changes in the near term prospects of the issuer or underlying collateral of a security, such as changes in default rates, loss severities given default and significant changes in prepayment assumptions;

The level of excess cash flow generated from the underlying collateral supporting the principal and interest payments of the debt securities; and

Any adverse change to the credit conditions of the issuer or the security such as credit downgrades by the rating agencies.

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at September 30, 2015 to be other-than-temporarily impaired.

The amortized cost and estimated fair value of debt securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.

September 30, 2015
(in thousands)	Amortized Cost		Fair Value
Available-for-sale securities:
Due in one year or less	$	58,948	$	59,481
Due after one year through five years		368,588		376,105
Due after five years through ten years		183,578		185,264
Due after ten years		13,361		12,988
Total		624,475		633,838
Mortgage-backed securities		752,663		753,502
Total available-for-sale debt securities	$	1,377,138	$	1,387,340

December 31, 2014
(in thousands)	Amortized Cost		Fair Value
Available-for-sale securities:
Due in one year or less	$	67,281	$	68,350
Due after one year through five years		342,548		347,230
Due after five years through ten years		199,724		199,276
Due after ten years		17,037		16,636
Total		626,590		631,492
Mortgage-backed securities		769,393		769,317
Total available-for-sale debt securities	$	1,395,983	$	1,400,809

September 30, 2015
(in thousands)	Amortized Cost		Fair Value
Held-to-maturity securities:
Due in one year or less	$	8,991	$	9,022
Due after one year through five years		14,441		14,914
Due after five years through ten years		122,700		124,981
Due after ten years		168		195
Total held-to-maturity debt securities	$	146,300	$	149,112

December 31, 2014
(in thousands)	Amortized Cost		Fair Value
Held-to-maturity securities:
Due in one year or less	$	11,400	$	11,471
Due after one year through five years		3,440		3,694
Due after five years through ten years		73,020		73,518
Due after ten years		308		353
Total held-to-maturity debt securities	$	88,168	$	89,036

The Company also holds non-marketable Federal Home Loan Bank New York (“FHLBNY”) stock, non-marketable Federal Home Loan Bank Pittsburgh (“FHLBPITT”) stock and non-marketable Atlantic Community Bankers Bank (“ACBB”) stock, all of which are required to be held for regulatory purposes and for borrowing availability. The required investment in FHLB stock is tied to the Company’s borrowing levels with the FHLB. Holdings of FHLBNY stock, FHLBPITT stock, and ACBB stock totaled $15.1 million, $8.3 million and $95,000 at September 30, 2015, respectively. These securities are carried at par, which is also cost. The FHLBNY and FHLBPITT continue to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of FHLBNY and FHLBPITT stock. Quarterly, we evaluate our investment in the FHLB for impairment. We evaluate recent and long-term operating performance, liquidity, funding and capital positions, stock repurchase history, dividend history and impact of legislative and regulatory changes. Based on our most recent evaluation, as of September 30, 2015, we have determined that no impairment write-downs are currently required.

Trading Securities

The following summarizes trading securities, at estimated fair value, as of:

(in thousands)		09/30/2015		12 /31/2014

Obligations of U.S. Government sponsored entities	$	6,814	$	7,404
Mortgage-backed securities – residential, issued by U.S. Government sponsored entities		935		1,588
Total	$	7,749	$	8,992

The decrease in the trading portfolio reflects maturities or payments during the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2015, net mark-to-market losses related to the securities trading portfolio were $69,000 and $206,000, respectively, compared to net mark-to-market losses for the three and nine months ended September 30, 2014 of $87,000 and $181,000, respectively.

The Company pledges securities as collateral for public deposits and other borrowings, and sells securities under agreements to repurchase. Securities carried of $1.3 billion and $1.1 billion at September 30, 2015, and December 31, 2014, respectively, were either pledged or sold under agreements to repurchase.

5. Loans and Leases

Loans and Leases at September 30, 2015 and December 31, 2014 were as follows:

		09/30/2015								12/31/2014
(in thousands)		Originated			Acquired		Total Loans and Leases			Originated			Acquired		Total Loans and Leases
Commercial and industrial
Agriculture	$	65,831		$	0	$	65,831		$	78,507		$	0	$	78,507
Commercial and industrial other		741,411			90,643		832,054			688,529			97,034		785,563
Subtotal commercial and industrial		807,242			90,643		897,885			767,036			97,034		864,070
Commercial real estate
Construction		86,050			34,239		120,289			72,427			35,906		108,333
Agriculture		84,135			2,154		86,289			58,994			3,182		62,176
Commercial real estate other		1,104,085			267,126		1,371,211			979,621			308,488		1,288,109
Subtotal commercial real estate		1,274,270			303,519		1,577,789			1,111,042			347,576		1,458,618
Residential real estate
Home equity		200,149			45,370		245,519			186,957			56,008		242,965
Mortgages		796,661			28,939		825,600			710,904			32,282		743,186
Subtotal residential real estate		996,810			74,309		1,071,119			897,861			88,290		986,151
Consumer and other
Indirect		17,788			0		17,788			18,298			0		18,298
Consumer and other		41,608			880		42,488			35,874			1,095		36,969
Subtotal consumer and other		59,396			880		60,276			54,172			1,095		55,267
Leases		14,339			0		14,339			12,251			0		12,251
Covered loans		0			15,576		15,576			0			19,319		19,319
Total loans and leases		3,152,057			484,927		3,636,984			2,842,362			553,314		3,395,676
Less: unearned income and deferred costs and fees		(2,671	)		0		(2,671	)		(2,388	)		0		(2,388	)
Total loans and leases, net of unearned income and deferred costs and fees	$	3,149,386		$	484,927	$	3,634,313		$	2,839,974		$	553,314	$	3,393,288

The outstanding principal balance and the related carrying amount of the Company’s loans acquired in the VIST Bank acquisition are as follows at September 30, 2015 and December 31, 2014:

(in thousands)	09/30/2015		12/31/2014
Acquired Credit Impaired Loans
Outstanding principal balance	$	34,424	$	44,273
Carrying amount		28,150		34,410

Acquired Non-Credit Impaired Loans
Outstanding principal balance		461,766		525,182
Carrying amount		456,608		518,904

Total Acquired Loans
Outstanding principal balance		496,190		569,455
Carrying amount		484,758		553,314

The following tables present changes in accretable yield on loans acquired from VIST Bank that were considered credit impaired.

(in thousands)
Balance at January 1, 2014	$	10,954
Accretion		(4,598	)
Disposals (loans paid in full)		(250	)
Reclassifications to/from nonaccretable difference¹		2,498
Balance at December 31, 2014	$	8,604

(in thousands)
Balance at January 1, 2015	$	8,604
Accretion		(2,018	)
Disposals (loans paid in full)		(66	)
Reclassifications to/from nonaccretable difference¹		1,350
Balance at September 30, 2015	$	7,870

¹Results in increased interest income as a prospective yield adjustment over the remaining life of the loans, as well as increased interest income from loan sales, modification and prepayments.

At September 30, 2015, acquired loans included $15.6 million of covered loans. VIST Bank had previously acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with a loss sharing agreement with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if net losses exceed certain levels specified in the loss sharing agreements, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” for further discussion of the loss sharing agreements and related FDIC indemnification assets.

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 3 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at September 30, 2015. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan origination, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments are due. Generally loans are placed on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question as well as when required by regulatory agencies. When interest accrual is discontinued, all unpaid accrued interest is reversed. Payments received on loans on nonaccrual are generally applied to reduce the principal balance of the loan. Loans are generally returned to accrual status when all the principal and interest amounts contractually due are brought current, the borrower has established a payment history, and future payments are reasonably assured. When management determines that the collection of principal in full is not probable, management will charge-off a partial amount or full amount of the loan balance. Management considers specific facts and circumstances relative to each individual credit in making such a determination. For residential and consumer loans, management uses specific regulatory guidance and thresholds for determining charge-offs.

Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing after the date of acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans. As such, we may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount. To the extent we cannot reasonably estimate cash flows, interest income recognition is discontinued. The Company has determined that it can reasonably estimate future cash flows on our acquired loans that are past due 90 days or more and accruing interest and the Company expects to fully collect the carrying value of the loans.

The below table is an age analysis of past due loans, segregated by originated and acquired loan and lease portfolios, and by class of loans, as of September 30, 2015 and December 31, 2014.

September 30, 2015
(in thousands)	30-89 days		90 days or more		Current Loans			Total Loans			90 days and accruing¹		Nonaccrual
Originated Loans and Leases
Commercial and industrial
Agriculture	$	0	$	0	$	65,831		$	65,831		$	0	$	0
Commercial and industrial other		482		1,766		739,163			741,411			0		1,543
Subtotal commercial and industrial		482		1,766		804,994			807,242			0		1,543
Commercial real estate
Construction		0		0		86,050			86,050			0		0
Agriculture		0		32		84,103			84,135			0		110
Commercial real estate other		163		5,134		1,098,788			1,104,085			0		5,758
Subtotal commercial real estate		163		5,166		1,268,941			1,274,270			0		5,868
Residential real estate
Home equity		867		1,458		197,824			200,149			57		1,574
Mortgages		1,361		5,335		789,965			796,661			0		5,568
Subtotal residential real estate		2,228		6,793		987,789			996,810			57		7,142
Consumer and other
Indirect		495		111		17,182			17,788			0		115
Consumer and other		182		151		41,275			41,608			0		153
Subtotal consumer and other		677		262		58,457			59,396			0		268
Leases		0		0		14,339			14,339			0		0
Total loans and leases		3,550		13,987		3,134,520			3,152,057			57		14,821
Less: unearned income and deferred costs and fees		0		0		(2,671	)		(2,671	)		0		0
Total originated loans and leases, net of unearned income and deferred costs and fees	$	3,550	$	13,987	$	3,131,849		$	3,149,386		$	57	$	14,821
Acquired Loans and Leases
Commercial and industrial
Commercial and industrial other		4		869		89,770			90,643			350		651
Subtotal commercial and industrial		4		869		89,770			90,643			350		651
Commercial real estate
Construction		0		363		33,876			34,239			0		363
Agriculture		0		0		2,154			2,154			0		0
Commercial real estate other		224		1,854		265,048			267,126			577		1,491
Subtotal commercial real estate		224		2,217		301,078			303,519			577		1,854
Residential real estate
Home equity		256		641		44,473			45,370			47		947
Mortgages		544		1,862		26,533			28,939			1,095		1,456
Subtotal residential real estate		800		2,503		71,006			74,309			1,142		2,403
Consumer and other
Consumer and other		0		0		880			880			0		0
Subtotal consumer and other		0		0		880			880			0		0
Covered loans		309		508		14,759			15,576			508		0
Total acquired loans and leases, net of unearned income and deferred costs and fees	$	1,337	$	6,097	$	477,493		$	484,927		$	2,577	$	4,908

December 31, 2014
(in thousands)	30-89 days		90 days or more		Current Loans			Total Loans			90 days and accruing¹		Nonaccrual
Originated loans and leases
Commercial and industrial
Agriculture	$	0	$	0	$	78,507		$	78,507		$	0	$	0
Commercial and industrial other		889		1,329		686,311			688,529			0		1,435
Subtotal commercial and industrial		889		1,329		764,818			767,036			0		1,435
Commercial real estate
Construction		206		0		72,221			72,427			0		0
Agriculture		0		105		58,889			58,994			0		131
Commercial real estate other		760		3,247		975,614			979,621			0		4,911
Subtotal commercial real estate		966		3,352		1,106,724			1,111,042			0		5,042
Residential real estate
Home equity		1,414		1,061		184,482			186,957			59		1,279
Mortgages		2,963		5,308		702,633			710,904			47		6,194
Subtotal residential real estate		4,377		6,369		887,115			897,861			106		7,473
Consumer and other
Indirect		542		75		17,681			18,298			0		101
Consumer and other		75		4		35,795			35,874			0		248
Subtotal consumer and other		617		79		53,476			54,172			0		349
Leases		0		0		12,251			12,251			0		0
Total loans and leases		6,849		11,129		2,824,384			2,842,362			106		14,299
Less: unearned income and deferred costs and fees		0		0		(2,388	)		(2,388	)		0		0
Total originated loans and leases, net of unearned income and deferred costs and fees	$	6,849	$	11,129	$	2,821,996		$	2,839,974		$	106	$	14,299
Acquired loans and leases
Commercial and industrial
Commercial and industrial other		5		1,156		95,873			97,034			475		681
Subtotal commercial and industrial		5		1,156		95,873			97,034			475		681
Commercial real estate
Construction		0		1,759		34,147			35,906			1,385		436
Agriculture		0		0		3,182			3,182			0		0
Commercial real estate other		0		1,918		306,570			308,488			77		2,042
Subtotal commercial real estate		0		3,677		343,899			347,576			1,462		2,478
Residential real estate
Home equity		135		704		55,169			56,008			177		592
Mortgages		1,041		907		30,334			32,282			500		978
Subtotal residential real estate		1,176		1,611		85,503			88,290			677		1,570
Consumer and other
Consumer and other		5		0		1,090			1,095			0		0
Subtotal consumer and other		5		0		1,090			1,095			0		0
Covered loans		533		914		17,872			19,319			914		0
Total acquired loans and leases, net of unearned income and deferred costs and fees	$	1,719	$	7,358	$	544,237		$	553,314		$	3,528	$	4,729

¹ Includes acquired loans that were recorded at fair value at the acquisition date.

6. Allowance for Loan and Lease Losses

Originated Loans and Leases

Management reviews the appropriateness of the allowance for loan and lease losses (“allowance”) on a regular basis. Management considers the accounting policy relating to the allowance to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that assumptions could have on the Company’s results of operations. The Company has developed a methodology to measure the amount of estimated loan loss exposure inherent in the loan portfolio to assure that an appropriate allowance is maintained. The Company’s methodology is based upon guidance provided in SEC Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues and ASC Topic 310, Receivables and ASC Topic 450, Contingencies.

The model is comprised of five major components that management has deemed appropriate in evaluating the appropriateness of the allowance for loan and lease losses. While none of these components, when used independently, is effective in arriving at a reserve level that appropriately measures the risk inherent in the portfolio, management believes that using them collectively, provides reasonable measurement of the loss exposure in the portfolio. The five components include: impaired loans; individually reviewed and graded loans; past due and nonaccrual loans; historical loss experience; and qualitative or subjective analysis.

Since the methodology is based upon historical experience and trends as well as management’s judgment, factors may arise that result in different estimates. Significant factors that could give rise to changes in these estimates may include, but are not limited to, changes in economic conditions in the local area, concentration of risk, changes in interest rates, and declines in local property values. While management’s evaluation of the allowance as of September 30, 2015, considers the allowance to be appropriate, under adversely different conditions or assumptions, the Company would need to increase or decrease the allowance.

Acquired Loans and Leases

Acquired loans accounted for under ASC 310-30

For our acquired loans, our allowance for loan losses is estimated based upon our expected cash flows for these loans. To the extent that we experience a deterioration in borrower credit quality resulting in a decrease in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.

Acquired loans accounted for under ASC 310-20

We establish our allowance for loan losses through a provision for credit losses based upon an evaluation process that is similar to our evaluation process used for originated loans. This evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical net loan loss experience, carrying value of the loans, which includes the remaining net purchase discount or premium, and other factors that warrant recognition in determining our allowance for loan losses.

The following tables detail activity in the allowance for loan and lease losses segregated by originated and acquired loan and lease portfolios and by portfolio segment for the three and nine months ended September 30, 2015 and 2014. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Three months ended September 30, 2015
(in thousands)	Commercial and Industrial			Commercial Real Estate		Residential Real Estate			Consumer and Other			Finance Leases		Total

Allowance for originated loans and leases

Beginning balance	$	8,224		$	13,487	$	5,583		$	2,134		$	0	$	29,428

Charge-offs		(125	)		0		(96	)		(241	)		0		(462	)
Recoveries		557			587		58			109			0		1,311
Provision (credit)		(184	)		141		(98	)		314					173
Ending Balance	$	8,472		$	14,215	$	5,447		$	2,316		$	0	$	30,450

Three months ended September 30, 2015
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Covered Loans		Total

Allowance for acquired loans

Beginning balance	$	384		$	167		$	100		$	12		$	0	$	663

Charge-offs		0			(60	)		(208	)		(5	)		0		(273	)
Recoveries		0			17			0			0			0		17
Provision (credit)		(18	)		(61	)		194			(7	)		0		108
Ending Balance	$	366		$	63		$	86		$	0		$	0	$	515

Three months ended September 30, 2014
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Finance Leases		Total

Allowance for originated loans and leases

Beginning balance	$	8,562		$	10,389		$	5,445		$	2,356		$	0	$	26,752

Charge-offs		(21	)		(6	)		(118	)		(286	)		0		(431	)
Recoveries		68			944			1			115			0		1,128
Provision (credit)		249			(645	)		95			37			0		(264	)
Ending Balance	$	8,858		$	10,682		$	5,423		$	2,222		$	0	$	27,185

Three months ended September 30, 2014
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Covered Loans		Total

Allowance for acquired loans

Beginning balance	$	159		$	460		$	49		$	97		$	0	$	765

Charge-offs		(218	)		(80	)		(68	)		(3	)		0		(369	)
Recoveries		0			0			0			0			0		0
Provision (credit)		154			(20	)		147			(76	)		0		205
Ending Balance	$	95		$	360		$	128		$	18		$	0	$	601

Nine months ended September 30, 2015
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Finance Leases		Total

Allowance for originated loans and leases

Beginning balance	$	9,157		$	12,069		$	5,030		$	1,900		$	0	$	28,156

Charge-offs		(169	)		(14	)		(408	)		(751	)		0		(1,342	)
Recoveries		792			1,064			107			391			0		2,354
Provision (credit)		(1,308	)		1,096			718			776			0		1,282
Ending Balance	$	8,472		$	14,215		$	5,447		$	2,316		$	0	$	30,450

Nine months ended September 30, 2015
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Covered Loans		Total

Allowance for acquired loans

Beginning balance	$	431		$	337		$	51		$	22		$	0	$	841

Charge-offs		(53	)		(216	)		(320	)		(5	)		0		(594	)
Recoveries		7			129			2			0			0		138
Provision (credit)		(19	)		(187	)		353			(17	)		0		130
Ending Balance	$	366		$	63		$	86		$	0		$	0	$	515

Nine months ended September 30, 2014
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Finance Leases			Total

Allowance for originated loans and leases

Beginning balance	$	8,406		$	10,459		$	5,771		$	2,059		$	5		$	26,700

Charge-offs		(275	)		(619	)		(385	)		(952	)		0			(2,231	)
Recoveries		557			1,506			87			375			0			2,525
Provision (credit)		170			(664	)		(50	)		740			(5	)		191
Ending Balance	$	8,858		$	10,682		$	5,423		$	2,222		$	0		$	27,185

Nine months ended September 30, 2014
(in thousands)	Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer and Other			Covered Loans		Total

Allowance for acquired loans

Beginning balance	$	168		$	770		$	274		$	58		$	0	$	1,270

Charge-offs		(243	)		(631	)		(345	)		(10	)		0		(1,229	)
Recoveries		0			0			0			0			0		0
Provision (credit)		170			221			199			(30	)		0		560
Ending Balance	$	95		$	360		$	128		$	18		$	0	$	601

At September 30, 2015 and December 31, 2014, the allocation of the allowance for loan and lease losses summarized on the basis of the Company’s impairment methodology was as follows:


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total

Allowance for originated loans and leases
September 30, 2015
Individually evaluated for impairment	$	0	$	1,023	$	0	$	0	$	0	$	1,023
Collectively evaluated for impairment		8,472		13,192		5,447		2,316		0		29,427
Ending balance	$	8,472	$	14,215	$	5,447	$	2,316	$	0	$	30,450


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Covered Loans		Total

Allowance for acquired loans
September 30, 2015
Individually evaluated for impairment	$	366	$	30	$	0	$	0	$	0	$	396
Collectively evaluated for impairment		0		33		86		0		0		119
Ending balance	$	366	$	63	$	86	$	0	$	0	$	515


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total

Allowance for originated loans and leases
December 31, 2014
Individually evaluated for impairment	$	0	$	652	$	0	$	0	$	0	$	652
Collectively evaluated for impairment		9,157		11,417		5,030		1,900		0		27,504
Ending balance	$	9,157	$	12,069	$	5,030	$	1,900	$	0	$	28,156


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Covered Loans		Total

Allowance for acquired loans
December 31, 2014
Individually evaluated for impairment	$	414	$	100	$	0	$	0	$	0	$	514
Collectively evaluated for impairment		17		237		51		22		0		327
Ending balance	$	431	$	337	$	51	$	22	$	0	$	841

The recorded investment in loans and leases summarized on the basis of the Company’s impairment methodology as of September 30, 2015 and December 31, 2014 was as follows:

(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total

Originated loans and leases
September 30, 2015
Individually evaluated for impairment	$	1,075	$	9,486	$	1,386	$	0	$	0	$	11,947
Collectively evaluated for impairment		806,167		1,264,784		995,424		59,396		14,339		3,140,110
Total	$	807,242	$	1,274,270	$	996,810	$	59,396	$	14,339	$	3,152,057


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Covered Loans		Total

Acquired loans
September 30, 2015
Individually evaluated for impairment	$	1,174	$	6,314	$	1,218	$	0	$	0	$	8,706
Loans acquired with deteriorated credit quality	$	595	$	9,483	$	3,868	$	0	$	14,204	$	28,150
Collectively evaluated for impairment		88,874		287,722		69,223		880		1,372		448,071
Total	$	90,643	$	303,519	$	74,309	$	880	$	15,576	$	484,927


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Finance Leases		Total

Originated loans and leases
December 31, 2014
Individually evaluated for impairment	$	1,283		7,675	$	1,408	$	0	$	0	$	10,366
Collectively evaluated for impairment		765,753		1,103,367		896,453		54,172		12,251		2,831,996
Total	$	767,036	$	1,111,042	$	897,861	$	54,172	$	12,251	$	2,842,362


(in thousands)	Commercial and Industrial		Commercial Real Estate		Residential Real Estate		Consumer and Other		Covered Loans		Total

Acquired loans
December 31, 2014
Individually evaluated for impairment	$	628		1,195	$	440	$	0	$	0	$	2,263
Loans acquired with deteriorated credit quality		995		11,640		3,669		0		18,106		34,410
Collectively evaluated for impairment		95,411		334,741		84,181		1,095		1,213		516,641
Total	$	97,034	$	347,576	$	88,290	$	1,095	$	19,319	$	553,314

A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consist of our non-homogenous nonaccrual loans, and all loans restructured in a troubled debt restructuring (TDR). Specific reserves on individually identified impaired loans that are not collateral dependent are measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that are collateral dependent, impairment is measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts are generally charged off. The majority of impaired loans are collateral dependent impaired loans that have limited exposure or require limited specific reserves because of the amount of collateral support with respect to these loans, and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis. Impaired loans are as follows:

		09/30/2015						12/31/2014
(in thousands)		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Originated loans and leases with no related allowance

Commercial and industrial
Commercial and industrial other	$	1,075	$	1,080	$	0	$	1,283	$	1,307	$	0
Commercial real estate
Commercial real estate other		7,211		7,540		0		6,021		6,628		0
Residential real estate
Home equity		1,386		1,386		0		1,408		1,499		0
Subtotal	$	9,672	$	10,006	$	0	$	8,712	$	9,434	$	0

Originated loans and leases with related allowance

Commercial real estate
Commercial real estate other		2,275		2,298		1,023		1,654		1,654		652
Subtotal	$	2,275	$	2,298	$	1,023	$	1,654	$	1,654	$	652
Total	$	11,947	$	12,304	$	1,023	$	10,366	$	11,088	$	652

		09/30/2015					12/31/2014
(in thousands)		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Acquired loans with no related allowance

Commercial and industrial
Commercial and in?dustrial other	$	371	$	371	$	0	$	64	$	64	$	0
Commercial real estate
Construction		363		363		0		0		0		0
Commercial real estate other		5,951		6,143		0		941		1,204		0
Residential real estate
Home equity		1,218		1,218		0		440		440		0
Subtotal	$	7,903	$	8,095	$	0	$	1,445	$	1,708	$	0

Acquired loans with related allowance

Commercial and industrial
Commercial and industrial other		803		803		396		564		564		414
Commercial real estate
Commercial real estate other		0		0		0		254		254		100
Subtotal	$	803	$	803	$	396	$	818	$	818	$	514
Total	$	8,706	$	8,898	$	396	$	2,263	$	2,526	$	514

The average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2015 and 2014 was as follows:


	Three Months Ended 09/30/2015					Three Months Ended 09/30/2014
(in thousands)		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Originated loans and leases with no related allowance

Commercial and industrial
Commercial and industrial other		755		0		1,422		0
Commercial real estate
Commercial real estate other		7,972		0		7,940		42
Residential real estate
Home equity		1,137		0		1,038		0
Subtotal	$	9,864	$	0	$	10,400	$	42

Originated loans and leases with related allowance

Commercial and industrial other		0		0		511		7
Commercial real estate
Commercial real estate other		1,110		0		0		0
Subtotal	$	1,110	$	0	$	511	$	7
Total	$	10,974	$	0	$	10,911	$	49

	Three Months Ended 09/30/2015				Three Months Ended 09/30/2014
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Acquired loans with no related allowance

Commercial and industrial
Commercial and industrial other		558		0		343		0
Commercial real estate
Construction		366		0		0		0
Commercial real estate other		4,582		0		1,312		0
Residential real estate
Home equity		1,065		0		290		0
Subtotal	$	6,571	$	0	$	1,945	$	0

Acquired loans with related allowance

Commercial and industrial
Commercial and industrial other		805		0		449		0
Commercial real estate
Commercial real estate other		0		0		271		0
Subtotal	$	805	$	0	$	720	$	0
Total	$	7,376	$	0	$	2,665	$	0

	Nine Months Ended 09/30/2015				Nine Months Ended 09/30/2014
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Originated loans and leases with no related allowance

Commercial and industrial
Commercial and industrial other		567		0		1,636		0
Commercial real estate
Commercial real estate other		8,123		0		7,871		42
Residential real estate
Home equity		1,104		0		1,038		0
Subtotal	$	9,794	$	0	$	10,545	$	42

Originated loans and leases with related allowance

Commercial and industrial
Commercial and industrial other		0		0		511		7
Commercial real estate
Commercial real estate other		949		0		0		0
Subtotal	$	949	$	0	$	511	$	7
Total	$	10,743	$	0	$	11,056	$	49

	Nine Months Ended 09/30/2015				Nine Months Ended 09/30/2014
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Acquired loans with no related allowance

Commercial and industrial
Commercial and industrial other		565		0		346		0
Commercial real estate
Construction		369		0		0		0
Commercial real estate other		3,820		0		1,333		0
Residential real estate
Home equity		1,064		0		0		0
Residential real estate other		0		0		290		0
Subtotal	$	5,818	$	0	$	1,969	$	0

Acquired loans with related allowance

Commercial and industrial
Commercial and industrial other		809		0		454		0
Commercial real estate
Commercial real estate other		0		0		271		0
Residential real estate		0		0		0		0
Subtotal	$	809	$	0	$	725	$	0
Total	$	6,627	$	0	$	2,694	$	0

Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider. These modifications may include, among others, an extension for the term of the loan, and granting a period when interest-only payments can be made with the principal payments made over the remaining term of the loan or at maturity.

The following tables present information on loans modified in troubled debt restructuring during the periods indicated.

September 30, 2015			Three months ended
							Defaulted TDRs⁴
(in thousands)	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Post-Modification Outstanding Recorded Investment
Commercial and industrial
Commercial and industrial other¹		1	$	52	$	52		2	$	311
Commercial real estate
Commercial real estate other²		1		1,938		1,938		0		0
Residential real estate
Home equity³		2		76		76		1		43
Total		4	$	2,066	$	2,066		3	$	354

¹ Represents the following concessions: extension of term and reduction of rate
² Represents the following concessions: reduction of rate
³ Represents the following concessions: extension of term and reduction of rate
⁴ TDRs that defaulted during the three months ended September 30, 2015 that were restructured in the prior twelve months.

September 30, 2015	Nine months ended
							Defaulted TDRs⁴
(in thousands)	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Post-Modification Outstanding Recorded Investment
Commercial and industrial
Commercial and industrial other¹		5	$	433	$	433		2	$	311
Commercial real estate
Commercial real estate other²		3	$	2,552	$	2,552		0	$	0
Residential real estate
Home equity³		14		1,558		1,558		4		279
Total		22	$	4,543	$	4,543		6	$	590

¹ Represents the following concessions: extension of term (2 loans $319,000) and reduction of rate (3 loans $114,000)
² Represents the following concessions: extension of term (1 loan $28,000) and reduction of rate (1 loan $2.5 million)
³ Represents the following concessions: extension of term (9 loans $1.2 million) and reduction of rate (5 loans $928,000)
⁴ TDRs that defaulted during the nine months ended September 30, 2015 that had been restructured in the prior twelve months.

September 30, 2014	Nine months ended
							Defaulted TDRs⁴
(in thousands)	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Post-Modification Outstanding Recorded Investment

Commercial and industrial
Commercial and industrial other¹		1	$	88	$	88		0	$	0
Commercial real estate
Commercial real estate other²		1		480		480		1		63
Residential real estate
Home equity³		0		0		0		1		195
Total		2	$	568	$	568		2	$	258

¹ Represents the following concessions: extension of term and reduction in rate
² Represents the following concessions: extension of term and reduction of rate
³ TDRs that defaulted during the nine months ended September 30, 2014 that were restructured in the prior twelve months.

The following tables present credit quality indicators (internal risk grade) by class of commercial and industrial loans and commercial real estate loans as of September 30, 2015 and December 31, 2014.

September 30, 2015
(in thousands)	Commercial and Industrial Other		Commercial and Industrial Agriculture		Commercial Real Estate Other		Commercial Real Estate Agriculture		Commercial Real Estate Construction		Total
Originated Loans and Leases
Internal risk grade:
Pass	$	735,770	$	64,778	$	1,070,148	$	83,277	$	82,469	$	2,036,442
Special Mention		1,690		164		19,555		143		3,581		25,133
Substandard		3,951		889		14,382		715		0		19,937
Total	$	741,411	$	65,831	$	1,104,085	$	84,135	$	86,050	$	2,081,512

September 30, 2015
(in thousands)	Commercial and Industrial Other		Commercial and Industrial Agriculture		Commercial Real Estate Other		Commercial Real Estate Agriculture		Commercial Real Estate Construction		Total
Acquired Loans
Internal risk grade:
Pass	$	85,897	$	0	$	248,455	$	2,154	$	32,527	$	369,033
Special Mention		201		0		1,245		0		0		1,446
Substandard		4,545		0		17,426		0		1,712		23,683
Total	$	90,643	$	0	$	267,126	$	2,154	$	34,239	$	394,162

December 31, 2014
(in thousands)	Commercial and Industrial Other		Commercial and Industrial Agriculture		Commercial Real Estate Other		Commercial Real Estate Agriculture		Commercial Real Estate Construction		Total
Originated Loans and Leases
Internal risk grade:
Pass	$	670,478	$	78,250	$	945,898	$	58,455	$	68,696	$	1,821,777
Special Mention		12,602		151		19,692		155		3,731		36,331
Substandard		5,449		106		14,031		384		0		19,970
Total	$	688,529	$	78,507	$	979,621	$	58,994	$	72,427	$	1,878,078

December 31, 2014
(in thousands)	Commercial and Industrial Other		Commercial and Industrial Agriculture		Commercial Real Estate Other		Commercial Real Estate Agriculture		Commercial Real Estate Construction		Total
Acquired Loans
Internal risk grade:
Pass	$	94,054	$	0	$	288,193	$	1,352	$	33,686	$	417,285
Special Mention		83		0		5,675		0		0		5,758
Substandard		2,897		0		14,620		1,830		2,220		21,567
Total	$	97,034	$	0	$	308,488	$	3,182	$	35,906	$	444,610

The following tables present credit quality indicators by class of residential real estate loans and by class of consumer loans. Nonperforming loans include nonaccrual, impaired, and loans 90 days past due and accruing interest. All other loans are considered performing as of September 30, 2015 and December 31, 2014. For purposes of this footnote, acquired loans that were recorded at fair value at the acquisition date and are 90 days or greater past due are considered performing.

September 30, 2015
(in thousands)	Residential Home Equity		Residential Mortgages		Consumer Indirect		Consumer Other		Total
Originated Loans and Leases
Performing	$	198,518	$	791,093	$	17,673	$	41,455	$	1,048,739
Nonperforming		1,631		5,568		115		153		7,467
Total	$	200,149	$	796,661	$	17,788	$	41,608	$	1,056,206

September 30, 2015
(in thousands)	Residential Home Equity		Residential Mortgages		Consumer Indirect		Consumer Other		Total
Acquired Loans
Performing	$	44,376	$	26,388	$	0	$	880	$	71,644
Nonperforming		994		2,551		0		0		3,545
Total	$	45,370	$	28,939	$	0	$	880	$	75,189

December 31, 2014
(in thousands)	Residential Home Equity		Residential Mortgages		Consumer Indirect		Consumer Other		Total
Originated Loans and Leases
Performing	$	185,619	$	704,663	$	18,197	$	35,626	$	944,105
Nonperforming		1,338		6,241		101		248		7,928
Total	$	186,957	$	710,904	$	18,298	$	35,874	$	952,033

December 31, 2014
(in thousands)	Residential Home Equity		Residential Mortgages		Consumer Indirect		Consumer Other		Total
Acquired Loans
Performing	$	55,416	$	31,304	$	0	$	1,095	$	87,815
Nonperforming		592		978		0		0		1,570
Total	$	56,008	$	32,282	$	0	$	1,095	$	89,385

7. FDIC Indemnification Asset Related to Covered Loans

Certain loans acquired in the VIST Financial acquisition were covered loans with loss share agreements with the FDIC. Under the terms of loss sharing agreements, the FDIC will reimburse the Company for 70 percent of net losses on covered single family assets up to $4.0 million, and 70 percent of net losses incurred on covered commercial assets up to $12.0 million. The FDIC will increase its reimbursement of net losses to 80 percent if net losses exceed the $4.0 million and $12 million thresholds, respectively. The term for loss sharing on residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and eight years in respect to loss recoveries. The loss share period for the residential real estate loans expires on December 31, 2020, while the loss share period for the nonresidential real estate loans expires December 31, 2015.

The receivable arising from the loss sharing agreements (referred to as the “FDIC indemnification asset” on our consolidated statements of financial condition) is measured separately from covered loans because the agreements are not contractually part of the covered loans and are not transferable should the Company choose to dispose of the covered loans. As of the acquisition date with VIST Financial, the Company recorded an aggregate FDIC indemnification asset of $4.4 million, consisting of the present value of the expected future cash flows the Company expected to receive from the FDIC under loss sharing agreements. The FDIC indemnification asset is reduced as loss sharing payments are received from the FDIC for losses realized on covered loans. Actual or expected losses in excess of the acquisition date estimates and accretion of the acquisition date present value discount will result in an increase in the FDIC indemnification asset and the immediate recognition of non-interest income in our financial statements.

A decrease in expected losses would generally result in a corresponding decline in the FDIC indemnification asset and the non-accretable difference. Reductions in the FDIC indemnification asset due to actual or expected losses that are less than the acquisition date estimates are recognized prospectively over the shorter of (i) the estimated life of the applicable covered loans or (ii) the term of the loss sharing agreements with the FDIC.

Changes in the FDIC indemnification asset during the nine months ended September 30, 2015 are shown below.

Nine months ended September 30, 2015
(in thousands)		Nine Months Ended

Balance, beginning of the period		$	1,903
	Prospective adjustment for additional cash flows		(585)
	Increase due to impairment on covered loans		0
	Reimbursements from the FDIC		(984)
Balance, end of period		$	334

8. Earnings Per Share

Earnings per share in the table below, for the three and nine month periods ending September 30, 2015 and 2014 are calculated under the two-class method as required by ASC Topic 260, Earnings Per Share. ASC 260 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company has issued restricted stock awards that contain such rights and are therefore considered participating securities. Basic earnings per common share are calculated by dividing net income allocable to common stock by the weighted average number of common shares, excluding participating securities, during the period. Diluted earnings per common share include the dilutive effect of additional potential shares from stock compensations awards.

	Three Months Ended
(in thousands, except share and per share data)	09/30/2015			09/30/2014
Basic
Net income available to common shareholders	$	14,497		$	13,722
Less: dividends and undistributed earnings allocated to unvested restricted stock awards		(189	)		(119	)
Net earnings allocated to common shareholders		14,308			13,603

Weighted average shares outstanding, including participating securities		14,934,287			14,839,663

Less: average participating securities		(194,372	)		(127,954	)
Weighted average shares outstanding - Basic		14,739,915			14,711,709

Diluted
Net earnings allocated to common shareholders		14,308			13,603

Weighted average shares outstanding - Basic		14,739,915			14,711,709

Dilutive effect of common stock options or restricted stock awards		126,820			83,634

Weighted average shares outstanding - Diluted		14,866,735			14,795,343

Basic EPS		0.97			0.92
Diluted EPS		0.96			0.92

The dilutive effect of common stock options or restricted awards calculation for the three months ended September 30, 2015 and 2014 excludes stock options, stock appreciation rights and restricted stock awards covering an aggregate of 78,255 and 208,324 shares, respectively, because the exercise prices were greater than the average market price during these periods.

	Nine Months Ended
(in thousands, except share and per share data)	09/30/2015			09/30/2014
Basic
Net income available to common shareholders	$	44,567		$	39,352
Less: dividends and undistributed earnings allocated to unvested restricted stock awards		(609	)		(353	)
Net earnings allocated to common shareholders		43,958			38,999

Weighted average shares outstanding, including participating securities		14,937,988			14,821,992

Less: average participating securities		(206,886	)		(133,066	)
Weighted average shares outstanding - Basic		14,731,102			14,688,926

Diluted
Net earnings allocated to common shareholders		43,958			38,999

Weighted average shares outstanding - Basic		14,731,102			14,688,926

Dilutive effect of common stock options or restricted stock awards		129,874			108,594

Weighted average shares outstanding - Diluted		14,860,976			14,797,520

Basic EPS		2.98			2.65
Diluted EPS		2.96			2.64

The dilutive effect of common stock options or restricted awards calculation for the nine months ended September 30, 2015 and 2014 excludes stock options, stock appreciation rights and restricted stock awards covering an aggregate of 241,066 and 116,527 shares, respectively, because the exercise prices were greater than the average market price during these periods.

9. Other Comprehensive Income (Loss)

The following table presents reclassifications out of the accumulated other comprehensive income for the three and nine month periods ended September 30, 2015 and 2014.

	Three months ended September 30, 2015

(in thousands)	Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale securities:
Change in net unrealized gain/loss during the period	$	9,193		$	(3,678	)	$	5,515
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(92	)		37			(55	)
Net unrealized gains		9,101			(3,641	)		5,460

Employee benefit plans:
Amortization of net retirement plan actuarial gain		201			(79	)		122
Amortization of net retirement plan prior service cost		20			(9	)		11
Employee benefit plans		221			(88	)		133
Other comprehensive income (loss)	$	9,322		$	(3,729	)	$	5,593

	Three months ended September 30, 2014

(in thousands)	Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale securities:
Change in net unrealized gain/loss during the period	$	(6,871	)	$	2,748		$	(4,123	)
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(20	)		8			(12	)
Net unrealized losses		(6,891	)		2,756			(4,135	)

Employee benefit plans:
Amortization of net retirement plan actuarial gain		266			(107	)		159
Amortization of net retirement plan prior service cost		1			0			1
Employee benefit plans		267			(107	)		160
Other comprehensive (loss) income	$	(6,624	)	$	2,649		$	(3,975	)

	Nine months ended September 30, 2015

(in thousands)	Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale securities:
Change in net unrealized gain/loss during the period	$	6,472		$	(2,589	)	$	3,883
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(1,105	)		442			(663	)
Net unrealized gains (losses)		5,367			(2,147	)		3,220

Employee benefit plans:
Recognized actuarial gain due to curtailment		(5,326	)		2,130			(3,196	)
Net retirement plan loss		1,950			(780	)		1,170
Amortization of net retirement plan actuarial gain		1,663			(664	)		999
Amortization of net retirement plan prior service credit		(351	)		141			(210	)
Employee benefit plans		(2,064	)		827			(1,237	)
Other comprehensive income (loss)	$	3,303		$	(1,320	)	$	1,983

	Nine months ended September 30, 2014

(in thousands)	Before-Tax Amount			Tax (Expense) Benefit			Net of Tax
Available-for-sale securities:
Change in net unrealized gain/loss during the period	$	13,195		$	(5,277	)	$	7,918
Reclassification adjustment for net realized gain on sale of available-for-sale securities included in net income		(151	)		61			(90	)
Net unrealized gains (losses)		13,044			(5,216	)		7,828

Employee benefit plans:
Amortization of net retirement plan actuarial gain		798			(319	)		479
Amortization of net retirement plan prior service cost		3			(1	)		2
Employee benefit plans		801			(320	)		481
Other comprehensive income (loss)	$	13,845		$	(5,536	)	$	8,309

The following table presents the activity in our accumulated other comprehensive income (loss) for the periods indicated:

(in thousands)	Available-for-Sale Securities			Employee Benefit Plans			Accumulated Other Comprehensive Income
Balance at July 1, 2015	$	627		$	(28,248	)	$	(27,621	)
Other comprehensive loss before reclassifications		5,515			0			5,515
Amounts reclassified from accumulated other comprehensive loss		(55	)		133			78
Net current-period other comprehensive income (loss)		5,460			133			5,593
Balance at September 30, 2015	$	6,087		$	(28,115	)	$	(22,028	)

Balance at January 1, 2015	$	2,867		$	(26,878	)	$	(24,011	)
Other comprehensive income before reclassifications		3,883			0			3,883
Amounts reclassified from accumulated other comprehensive loss		(663	)		(1,237	)		(1,900	)
Net current-period other comprehensive income (loss)		3,220			(1,237	)		1,983
Balance at September 30, 2015	$	6,087		$	(28,115	)	$	(22,028	)

(in thousands)	Available-for-Sale Securities			Employee Benefit Plans			Accumulated Other Comprehensive Income
Balance at July 1, 2014	$	3,606		$	(16,441	)	$	(12,835	)
Other comprehensive income (loss) before reclassifications		(4,123	)		0			(4,123	)
Amounts reclassified from accumulated other comprehensive income		(12	)		160			148
Net current-period other comprehensive (loss) income		(4,135	)		160			(3,975	)
Balance at September 30, 2014	$	(529	)	$	(16,281	)	$	(16,810	)

Balance at January 1, 2014	$	(8,357	)	$	(16,762	)	$	(25,119	)
Other comprehensive income before reclassifications		7,918			0			7,918
Amounts reclassified from accumulated other comprehensive (loss) income		(90	)		481			391
Net current-period other comprehensive income		7,828			481			8,309
Balance at September 30, 2014	$	(529	)	$	(16,281	)	$	(16,810	)

The following tables present the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2015 and 2014. In the below tables the accumulated other comprehensive income components are included in the computation of net periodic benefit cost (See Note 10 - “Employee Benefit Plan”), and amounts in parentheses indicate debits to the income statement.

Three months ended September 30, 2015

Details about Accumulated other Comprehensive Income Components (in thousands)	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:
Unrealized gains and losses on available-for-sale securities	$	92		Net gain on securities transactions
		(37	)	Tax expense
		55		Net of tax
Employee benefit plans:
Amortization of the following
Net retirement plan actuarial loss		(201	)
Net retirement plan prior service credit		(20	)
		(221	)	Total before tax
		88		Tax benefit
		(133	)	Net of tax

Nine months ended September 30, 2015

Details about Accumulated other Comprehensive Income Components (in thousands)	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:
Unrealized gains and losses on available-for-sale securities	$	1,105		Net gain on securities transactions
		(442	)	Tax expense
		663		Net of tax
Employee benefit plans:
Amortization of the following
Net retirement plan actuarial loss		(1,663	)
Net retirement plan prior service cost		351
		(1,312	)	Total before tax
		523		Tax benefit
		(789	)	Net of tax

Three months ended September 30, 2014

Details about Accumulated other Comprehensive Income Components (in thousands)	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:
Unrealized gains and losses on available-for-sale securities	$	20		Net gain on securities transactions
		(8	)	Tax expense
		12		Net of tax
Employee benefit plans:
Amortization of the following
Net retirement plan actuarial loss		(266	)
Net retirement plan prior service cost		(1	)
		(267	)	Total before tax
		107		Tax benefit
		(160	)	Net of tax

Nine months ended September 30, 2014

Details about Accumulated other Comprehensive Income Components (in thousands)	Amount Reclassified from Accumulated Other Comprehensive (Loss) Income			Affected Line Item in the Statement Where Net Income is Presented
Available-for-sale securities:
Unrealized gains and losses on available-for-sale securities	$	151		Net gain on securities transactions
		(61	)	Tax expense
		90		Net of tax
Employee benefit plans:
Amortization of the following
Net retirement plan actuarial loss		(798	)
Net retirement plan prior service cost		(3	)
		(801	)	Total before tax
		320		Tax benefit
		(481	)	Net of tax

10. Employee Benefit Plan

The following table sets forth the amount of the net periodic benefit cost recognized by the Company for the Company’s pension plan, post-retirement plan (Life and Health), and supplemental employee retirement plans (“SERP”) including the following components: service cost, interest cost, expected return on plan assets for the period, amortization of the unrecognized transitional obligation or transition asset, and the amounts of recognized gains and losses, prior service cost recognized, and gain or loss recognized due to settlement or curtailment.

Components of Net Periodic Benefit Cost

	Pension Benefits						Life and Health				SERP Benefits
	Three Months Ended						Three Months Ended				Three Months Ended
(in thousands)		09/30/2015			09/30/2014			09/30/2015		09/30/2014		09/30/2015		09/30/2014
Service cost	$	22		$	608		$	59	$	50	$	50	$	56
Interest cost		145			767			81		92		232		216
Expected return on plan assets		(240	)		(1,256	)		0		0		0		0
Amortization of net retirement plan actuarial loss		41			215			5		0		156		51
Amortization of net retirement plan prior service (credit) cost		(3	)		(31	)		4		4		18		28
Net periodic benefit cost	$	(35	)	$	303		$	149	$	146	$	456	$	351

Components of Net Period Benefit Cost

	Pension Benefits						Life and Health				SERP Benefits
	Nine Months Ended						Nine Months Ended				Nine Months Ended
(in thousands)	09/30/2015			09/30/2014			09/30/2015		09/30/2014		09/30/2015		09/30/2014
Service cost	$	1,394		$	1,825		$	177	$	151	$	150	$	167
Interest cost		1,610			2,302			242		275		696		649
Expected return on plan assets		(2,748	)		(3,768	)		0		0		0		0
Amortization of net retirement plan actuarial loss		1,180			644			14		0		469		154
Amortization of net retirement plan prior service cost (credit)		(417	)		(92	)		12		12		54		84
Recognized actuarial gain due to curtailments		(6,003	)		0			0		0		0		0
Net periodic benefit cost	$	(4,984	)	$	911		$	445	$	438	$	1,369	$	1,054

The net periodic benefit cost for the Company’s benefit plans are recorded as a component of salaries and benefits in the consolidated statements of income.

The Company realized approximately $1.2 million and $481,000, net of tax, as amortization of amounts previously recognized in accumulated other comprehensive income, for the nine months ended September 30, 2015 and 2014, respectively.

The Company is not required to contribute to the pension plan in 2015, but it may make voluntary contributions. The Company did not contribute to the pension plan in the nine months ended September 30, 2015 or 2014.

Effective July 31, 2015, the Retirement Plan (Accruing Pension Plan) was frozen (participants will no longer accrue benefits after July 31, 2015). The plan freeze was reflected on June 30, 2015, and in accordance with ASC 715 Compensation – Retirement Benefits, a curtailment was triggered. Under a Curtailment due to a plan freeze, any unrecognized Prior Service Cost bases must be fully recognized in benefit cost at the time of the curtailment. The sum of unrecognized Prior Service Cost bases as of June 30, 2015 was $6.0 million.

11. Other Income and Operating Expense

Other income and operating expense totals are presented in the table below. Components of these totals exceeding 1% of the aggregate of total noninterest income and total noninterest expenses for any of the years presented below are stated separately.

	Three Months Ended				Nine Months Ended
(in thousands)	09/30/2015		09/30/2014		09/30/2015		09/30/2014
Noninterest Income
Other service charges	$	710	$	708	$	2,208	$	2,511
Increase in cash surrender value of corporate owned life insurance		474		456		1,643		1,431
Net gain on sale of loans		11		125		21		345
Other income		474		603		2,518		1,842
Total other income	$	1,669	$	1,892	$	6,390	$	6,129
Noninterest Expenses
Marketing expense	$	919	$	1,029	$	3,373	$	3,448
Professional fees		1,334		1,585		4,248		4,484
Legal fees		377		130		1,130		1,191
Software licensing and maintenance		1,186		1,196		3,407		3,512
Cardholder expense		684		678		1,951		2,076
Other expenses		4,009		5,805		13,732		15,800
Total other operating expense	$	8,509	$	10,423	$	27,841	$	30,511

12. Financial Guarantees

The Company currently does not issue any guarantees that would require liability recognition or disclosure, other than standby letters of credit. The Company extends standby letters of credit to its customers in the normal course of business. The standby letters of credit are generally short-term. As of September 30, 2015, the Company’s maximum potential obligation under standby letters of credit was $58.4 million compared to $58.2 million at December 31, 2014. Management uses the same credit policies to extend standby letters of credit that it uses for on-balance sheet lending decisions and may require collateral to support standby letters of credit based upon its evaluation of the counterparty. Management does not anticipate any significant losses as a result of these transactions, and has determined that the fair value of standby letters of credit is not significant.

13. Segment and Related Information

The Company manages its operations through three reportable business segments in accordance with the standards set forth in FASB ASC 280, “Segment Reporting”: (i) banking (“Banking”), (ii) insurance (“Tompkins Insurance Agencies, Inc.”) and (iii) wealth management (“Tompkins Financial Advisors”). The Company’s insurance services and wealth management services, other than trust services, are managed separately from the Banking segment.

Banking

The Banking segment is primarily comprised of the four banking subsidiaries: Tompkins Trust Company, a commercial bank with thirteen banking offices located in Ithaca, NY and surrounding communities; The Bank of Castile (DBA Tompkins Bank of Castile), a commercial bank with seventeen banking offices located in the Genesee Valley region of New York State as well as Monroe County; Mahopac Bank (DBA Tompkins Mahopac Bank), a commercial bank with fourteen full-service banking offices located in the counties north of New York City; and VIST Bank (DBA Tompkins VIST Bank), a banking organization with nineteen banking offices headquartered and operating in the areas surrounding southeastern Pennsylvania.

Insurance

The Company provides property and casualty insurance services and employee benefits consulting through Tompkins Insurance Agencies, Inc., a 100% wholly-owned subsidiary of the Company, headquartered in Batavia, New York. Tompkins Insurance is an independent insurance agency, representing many major insurance carriers and provides employee benefit consulting to employers in Western and Central New York and Southeastern Pennsylvania, assisting them with their medical, group life insurance and group disability insurance. Through the 2012 acquisition of VIST Financial, Tompkins Insurance expanded its operations with the addition of VIST Insurance, a full service insurance agency offering a similar array of insurance products as Tompkins Insurance in southeastern Pennsylvania.

Wealth Management

The Wealth Management segment is generally organized under the Tompkins Financial Advisors brand. Tompkins Financial Advisors offers a comprehensive suite of financial services to customers, including trust and estate services, investment management and financial and insurance planning for individuals, corporate executives, small business owners and high net worth individuals. Tompkins Financial Advisors has offices in each of the Company’s four subsidiary banks.

Summarized financial information concerning the Company’s reportable segments and the reconciliation to the Company’s consolidated results is shown in the following table. Investment in subsidiaries is netted out of the presentations below. The “Intercompany” column identifies the intercompany activities of revenues, expenses and other assets between the banking, insurance and wealth management services segments. The Company accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the services provided. Intercompany items relate primarily to the use of human resources, information systems, accounting and marketing services provided by any of the banks and the holding company. All other accounting policies are the same as those described in the summary of significant accounting policies in the 2014 Annual Report on Form 10-K.

As of and for the three months ended September 30, 2015
(in thousands)	Banking		Insurance		Wealth Management		Intercompany			Consolidated
Interest income	$	47,490	$	0	$	40	$	0		$	47,530
Interest expense		5,144		0		0		0			5,144
Net interest income		42,346		0		40		0			42,386
Provision for loan and lease losses		281		0		0		0			281
Noninterest income		6,293		7,621		3,788		(280	)		17,422
Noninterest expense		29,247		6,069		2,846		(280	)		37,882
Income before income tax expense		19,111		1,552		982		0			21,645
Income tax expense		6,156		634		325		0			7,115
Net Income attributable to noncontrolling interestsand Tompkins Financial Corporation		12,955		918		657		0			14,530
Less: Net income attributable to noncontrolling interests		33		0		0		0			33
Net Income attributable to Tompkins Financial Corporation	$	12,922	$	918	$	657	$	0		$	14,497

Depreciation and amortization	$	1,503	$	93	$	30	$	0		$	1,626
Assets		5,551,880		36,825		13,782		(7,769	)		5,594,718
Goodwill		64,500		19,662		8,081		0			92,243
Other intangibles, net		8,173		4,388		467		0			13,028
Net loans and leases		3,603,348		0		0		0			3,603,348
Deposits		4,444,332		0		0		(7,259	)		4,437,073
Total Equity		478,567		27,776		11,616		0			517,959

As of and for the three months ended September 30, 2014

(in thousands)	Banking			Insurance		Wealth Management		Intercompany			Consolidated
Interest income	$	46,583		$	1	$	35	$	(1	)	$	46,618
Interest expense		5,044			0		0		(1	)		5,043
Net interest income		41,539			1		35		0			41,575
Provision for loan and lease losses		(59	)		0		0		0			(59	)
Noninterest income		6,607			7,555		3,746		(353	)		17,555
Noninterest expense		30,129			5,977		2,784		(353	)		38,537
Income before income tax expense		18,076			1,579		997		0			20,652
Income tax expense		5,903			653		341		0			6,897
Net Income attributable to noncontrolling interestsand Tompkins Financial Corporation		12,173			926		656		0			13,755
Less: Net income attributable to noncontrolling interests		33			0		0		0			33
Net Income attributable to Tompkins Financial Corporation	$	12,140		$	926	$	656	$	0		$	13,722

Depreciation and amortization	$	1,320		$	75	$	36	$	0		$	1,431
Assets		5,049,237			34,742		13,634		(6,694	)		5,090,919
Goodwill		64,500			19,662		8,081		0			92,243
Other intangibles, net		9,681			4,987		538		0			15,206
Net loans and leases		3,229,683			0		0		0			3,229,683
Deposits		4,219,127			0		0		(6,267	)		4,212,860
Total Equity		453,317			27,177		10,117		0			490,611

For the nine months ended September 30, 2015
(in thousands)	Banking		Insurance		Wealth Management		Intercompany			Consolidated
Interest income	$	140,066	$	2	$	114	$	(1	)	$	140,181
Interest expense		15,238		0		0		(1	)		15,237
Net interest income		124,828		2		114		0			124,944
Provision for loan and lease losses		1,412		0		0		0			1,412
Noninterest income		20,346		22,508		11,919		(743	)		54,030
Noninterest expense		85,092		17,653		8,490		(743	)		110,492
Income before income tax expense		58,670		4,857		3,543		0			67,070
Income tax expense		19,260		1,951		1,194		0			22,405
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation		39,410		2,906		2,349		0			44,665
Less: Net income attributable to noncontrolling interests		98		0		0		0			98
Net Income attributable to Tompkins Financial Corporation	$	39,312	$	2,906	$	2,349	$	0		$	44,567

Depreciation and amortization	$	4,465	$	276	$	93	$	0		$	4,834

For the nine months ended September 30, 2014
(in thousands)	Banking		Insurance		Wealth Management		Intercompany			Consolidated
Interest income	$	137,703	$	5	$	100	$	(5	)	$	137,803
Interest expense		15,688		2		0		(5	)		15,685
Net interest income		122,015		3		100		0			122,118
Provision for loan and lease losses		751		0		0		0			751
Noninterest income		19,835		21,918		11,990		(1,034	)		52,709
Noninterest expense		90,560		17,541		8,608		(1,034	)		115,675
Income before income tax expense		50,539		4,380		3,482		0			58,401
Income tax expense		15,982		1,776		1,193		0			18,951
Net Income attributable to noncontrolling interests and Tompkins Financial Corporation		34,557		2,604		2,289		0			39,450
Less: Net income attributable to noncontrolling interests		98		0		0		0			98
Net Income attributable to Tompkins Financial Corporation	$	34,459	$	2,604	$	2,289	$	0		$	39,352

Depreciation and amortization	$	3,909	$	184	$	110	$	0		$	4,203

14. Fair Value

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC Topic 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Transfers between levels, when determined to be appropriate, are recognized at the end of each reporting period.

The three levels of the fair value hierarchy under FASB ASC Topic 820 are:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value.

Recurring Fair Value Measurements
September 30, 2015
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Trading securities
Obligations of U.S. Government sponsored entities	$	6,814	$	6,814	$	0	$	0
Mortgage-backed securities – residential U.S. Government sponsored entities		935		935				0
Available-for-sale securities
Obligations of U.S. Government sponsored entities		557,271		0		557,271		0
Obligations of U.S. states and political subdivisions		74,405		0		74,405		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies		101,554		0		101,554		0
U.S. Government sponsored entities		651,745		0		651,745		0
Non-U.S. Government agencies or sponsored entities		203		0		203		0
U.S. corporate debt securities		2,162		0		2,162		0
Equity securities		943		0		0		943

Borrowings
Other borrowings		10,736		0		10,736		0

The change in the fair value of available-for-sale equity securities valued using significant unobservable inputs (level 3), between January 1, 2015 and September 30, 2015 was mainly due to the reclassification of $475,000 of securities from available-for-sale securities to other assets to reflect the nonmarketable nature of these securities.

Recurring Fair Value Measurements
December 31, 2014
(in thousands)	Total		(Level 1)		(Level 2)		(Level 3)
Trading securities
Obligations of U.S. Government sponsored entities	$	7,404	$	0	$	7,404	$	0
Mortgage-backed securities – residential U.S. Government sponsored entities		1,588		0		1,588		0
Available-for-sale securities		.
Obligations of U.S. Government sponsored entities		557,820		0		557,820		0
Obligations of U.S. states and political subdivisions		71,510		0		71,510		0
Mortgage-backed securities – residential, issued by:
U.S. Government agencies		109,926		0		109,926		0
U.S. Government sponsored entities		659,120		0		659,120		0
Non-U.S. Government agencies or sponsored entities		271		0		271		0
U.S. corporate debt securities		2,162		0		2,162		0
Equity securities		1,427		0		0		1,427

Borrowings
Other borrowings		10,961		0		10,961		0

The change in the fair value of the $1.4 million of available-for-sale securities valued using significant unobservable inputs (level 3), between January 1, 2014 and December 31, 2014 was immaterial.

There were no transfers between Levels 1, 2 and 3 for the three months ended September 30, 2015.

The Company determines fair value for its trading securities using independently quoted market prices. The Company determines fair value for its available-for-sale securities using an independent bond pricing service for identical assets or very similar securities. The Company has reviewed the pricing sources, including methodologies used, and finds them to be fairly stated.

Fair values of borrowings are estimated using Level 2 inputs based upon observable market data. The Company determines fair value for its borrowings using a discounted cash flow technique based upon expected cash flows and current spreads on FHLB advances with the same structure and terms. The Company also receives pricing information from third parties, including the FHLB. The pricing obtained is considered representative of the transfer price if the liabilities were assumed by a third party. The Company’s potential credit risk did not have a material impact on the quoted settlement prices used in measuring the fair value of the FHLB borrowings at September 30, 2015.

Certain assets are measured at fair value on a nonrecurring basis. For the Company, these include loans held for sale, collateral dependent impaired loans, and other real estate owned (“OREO”). During the third quarter of 2015, certain collateral dependent impaired loans were remeasured and reported at fair value through a specific valuation allowance and/or partial charge-offs for loan and lease losses based upon the fair value of the underlying collateral. Collateral values are estimated using Level 2 inputs based upon observable market data. In addition to collateral dependent impaired loans, certain other real estate owned were remeasured and reported at fair value based upon the fair value of the underlying collateral. The fair values of other real estate owned are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. In general, the fair values of other real estate owned are based upon appraisals, with discounts made to reflect estimated costs to sell the real estate. Upon initial recognition, fair value write-downs on other real estate owned are taken through a charge-off to the allowance for loan and lease losses. Subsequent fair value write-downs on other real estate owned are reported in other noninterest expense.

Three months ended September 30, 2015

			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Three months ended
Assets:	09/30/2015		(Level 1)		(Level 2)		(Level 3)		09/30/2015
Impaired Loans	$	1,362	$	0	$	1,362	$	0	$	0
Other real estate owned		1,049		0		1,049		0		(30	)

Three months ended September 30, 2014

			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Three months ended
Assets:	09/30/2014		(Level 1)		(Level 2)		(Level 3)		09/30/2014
Impaired Loans	$	8,149	$	0	$	8,149	$	0	$	(67	)
Other real estate owned		2,689		0		2,689		0		10

Nine months ended September 30, 2015

			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Nine months ended
Assets:	09/30/2015		(Level 1)		(Level 2)		(Level 3)		09/30/2015
Impaired Loans	$	4,307	$	0	$	4,307	$	0	$	(80	)
Other real estate owned		2,629		0		2,629		0		786

Nine months ended September 30, 2014

			Fair value measurements at reporting date using:						Gain (losses) from fair value changes
	As of		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Nine months ended
Assets:	09/30/2014		(Level 1)		(Level 2)		(Level 3)		09/30/2014
Impaired Loans	$	9,226	$	0	$	9,226	$	0	$	(252	)
Other real estate owned		5,182		0		5,182		0		(32	)

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at September 30, 2015 and December 31, 2014. The carrying amounts shown in the table are included in the Consolidated Statements of Condition under the indicated captions.

The fair value estimates, methods and assumptions set forth below for the Company’s financial instruments, including those financial instruments carried at cost, are made solely to comply with disclosures required by generally accepted accounting principles in the United States and do not always incorporate the exit-price concept of fair value prescribed by ASC Topic 820-10 and should be read in conjunction with the financial statements and notes included in this Report.

Estimated Fair Value of Financial Instruments
September 30, 2015
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:

Cash and cash equivalents	$	107,093	$	107,093	$	107,093	$	0	$	0
Securities - held to maturity		146,300		149,112		0		149,112		0
FHLB stock		23,562		23,562		0		23,562		0
Accrued interest receivable		17,439		17,439		0		17,439		0
Loans/leases, net¹		3,603,348		3,624,408		0		4,307		3,620,101

Financial Liabilities:

Time deposits	$	877,422	$	879,294	$	0	$	879,294	$	0
Other deposits		3,559,651		3,559,651		0		3,559,651		0
Fed funds purchased and securities sold under agreements to repurchase		134,941		137,266		0		137,266		0
Other borrowings		388,210		391,879		0		391,879		0
Trust preferred debentures		37,466		42,861		0		42,861		0
Accrued interest payable		1,952		1,952		0		1,952		0

Estimated Fair Value of Financial Instruments
December 31, 2014
(in thousands)	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:

Cash and cash equivalents	$	56,070	$	56,070	$	56,070	$	0	$	0
Securities - held to maturity		88,168		89,036		0		89,036		0
FHLB and FRB stock		21,259		21,259		0		21,259		0
Accrued interest receivable		16,518		16,518		0		16,518		0
Loans/leases, net¹		3,364,291		3,383,742		0		2,891		3,380,851

Financial Liabilities:

Time deposits	$	898,081	$	899,871	$	0	$	899,871	$	0
Other deposits		3,271,073		3,271,073		0		3,271,073		0
Fed funds purchased and securities sold under agreements to repurchase		147,037		151,201		0		151,201		0
Other borrowings		345,580		350,043		0		350,043		0
Trust preferred debentures		37,337		39,453		0		39,453		0
Accrued interest payable		1,868		1,868		0		1,868		0

¹ Lease receivables, although excluded from the scope of ASC Topic 825, are included in the estimated fair value amounts at their carrying value.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

Cash and Cash Equivalents: The carrying amounts reported in the Consolidated Statements of Condition for cash, noninterest-bearing deposits, money market funds, and Federal funds sold approximate the fair value of those assets.

Securities: Fair values for U.S. Treasury securities are based on quoted market prices. Fair values for obligations of U.S. government sponsored entities, mortgage-backed securities-residential, obligations of U.S. states and political subdivisions, and U.S. corporate debt securities are based on quoted market prices, where available, as provided by third party pricing vendors. If quoted market prices were not available, fair values are based on quoted market prices of comparable instruments in active markets and/or based upon matrix pricing methodology, which uses comprehensive interest rate tables to determine market price, movement and yield relationships. These securities are reviewed periodically to determine if there are any events or changes in circumstances that would adversely affect their value.

Loans and Leases: The fair values of residential loans are estimated using discounted cash flow analyses, based upon available market benchmarks for rates and prepayment assumptions. The fair values of commercial and consumer loans are estimated using discounted cash flow analyses, based upon interest rates currently offered for loans and leases with similar terms and credit quality. The fair value of loans held for sale are determined based upon contractual prices for loans with similar characteristics.

FHLB STOCK: The carrying amount of FHLB stock approximates fair value. If the stock is redeemed, the Company will receive an amount equal to the par value of the stock. For miscellaneous equity securities, carrying value is cost.

ACCRUED INTEREST RECEIVABLE AND ACCRUED INTEREST PAYABLE: The carrying amount of these short term instruments approximate fair value.

Deposits: The fair values disclosed for noninterest bearing accounts and accounts with no stated maturities are equal to the amount payable on demand at the reporting date. The fair value of time deposits is based upon discounted cash flow analyses using rates offered for FHLB advances, which is the Company’s primary alternative source of funds.

Securities Sold Under Agreements to Repurchase: The carrying amounts of repurchase agreements and other short-term borrowings approximate their fair values. Fair values of long-term borrowings are estimated using a discounted cash flow approach, based on current market rates for similar borrowings. For securities sold under agreements to repurchase where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

Other Borrowings: The fair values of other borrowings are estimated using discounted cash flow analysis, discounted at the Company’s current incremental borrowing rate for similar borrowing arrangements. For other borrowings where the Company has elected the fair value option, the Company also receives pricing information from third parties, including the FHLB.

TRUST PREFERRED DEBENTURES: The fair value of the trust preferred debentures has been estimated using a discounted cash flow analysis which uses a discount factor of a market spread over current interest rates for similar instruments.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS

Corporate Overview and Strategic Initiatives

The Company’s strategic initiatives include diversification within its markets, growth of its fee-based businesses, and growth internally and through acquisitions of financial institutions, branches, and financial services businesses. As such, the Company from time to time considers acquiring banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses within markets currently served by the Company or in other locations that would complement the Company’s business or its geographic reach. The Company generally targets merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale and expanded services. The Company has pursued acquisition opportunities in the past, and continues to review new opportunities.

Business Segments

Banking services consist primarily of attracting deposits from the areas served by the Company’s four banking subsidiaries’ 63 banking offices (44 offices in New York and 19 offices in Pennsylvania) and using those deposits to originate a variety of commercial loans, consumer loans, real estate loans (including commercial loans collateralized by real estate), and leases. The Company’s lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Reporting systems are in place to provide management with ongoing information related to loan production, loan quality, concentrations of credit, loan delinquencies, and nonperforming and potential problem loans. Banking services also include a full suite of products such as debit cards, credit cards, remote deposit, electronic banking, mobile banking, cash management, and safe deposit services.

Wealth management services consist of investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. Wealth management services are under the trade name Tompkins Financial Advisors. Tompkins Financial Advisors has office locations at all four of the Company’s subsidiary banks.

Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. Tompkins Insurance is headquartered in Batavia, New York. Over the past fourteen years, Tompkins Insurance has acquired smaller insurance agencies in the market areas serviced by the Company’s banking subsidiaries and successfully consolidated them into Tompkins Insurance. The VIST Financial acquisition in 2012, which included VIST Insurance, was the largest acquisition and nearly doubled the Company’s annual insurance revenues. Tompkins Insurance offers services to customers of the Company’s banking subsidiaries by sharing offices with The Bank of Castile, Trust Company, and VIST Bank. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York, two stand-alone offices in Tompkins County, New York and one stand-alone office in Montgomery County, Pennsylvania.

The Company’s principal expenses are interest on deposits, interest on borrowings, and operating and general administrative expenses, as well as provisions for loan and lease losses. Funding sources, other than deposits, include borrowings, securities sold under agreements to repurchase, and cash flow from lending and investing activities.

Competition

Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its businesses, the Company’s subsidiaries compete with other commercial banks, savings and loan associations, credit unions, finance companies, Internet-based financial services companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Some of these competitors have substantially greater resources and lending capabilities and may offer service that the Company does not currently provide. In addition, many of the Company’s non-bank competitors are not subject to the same extensive Federal regulations that govern financial holding companies and Federally-insured banks.

Management believes that a community based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness. Management believes that each of the Company’s subsidiary banks can compete successfully in its primary market areas by making prudent lending decisions quickly and more efficiently than its competitors, without compromising asset quality or profitability, although no assurances can be given that such factors will assure success.

Regulation

Banking, insurance services and wealth management are highly regulated. As a financial holding company with four community banks, a registered investment advisor, and an insurance agency subsidiary, the Company and its subsidiaries are subject to examination and regulation by the Federal Reserve Board (“FRB”), Securities and Exchange Commission (“SEC”), the Federal Deposit Insurance Corporation (“FDIC”), the New York State Department of Financial Services, Pennsylvania Department of Banking and Securities, Financial Industry Regulatory Authority, and the Pennsylvania Insurance Department.

OTHER IMPORTANT INFORMATION

The following discussion is intended to provide an understanding of the consolidated financial condition and results of operations of the Company for the three and nine months ended September 30, 2015. It should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and the Unaudited Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q.

In this Report there are comparisons of the Company’s performance to that of a peer group. Unless otherwise stated, this peer group is comprised of the group of 117 domestic bank holding companies with $3 billion to $10 billion in total assets as defined in the Federal Reserve’s “Bank Holding Company Performance Report” for June 30, 2015 (the most recent report available).

Forward-Looking Statements

The Company is making this statement in order to satisfy the “Safe Harbor” provision contained in the Private Securities Litigation Reform Act of 1995. The statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to certain uncertainties and factors relating to the Company’s operations and economic environment, all of which are difficult to predict and many of which are beyond the control of the Company. These uncertainties and factors that could cause actual results of the Company to differ materially from those matters expressed and/or implied by such forward-looking statements. The following factors are among those that could cause actual results to differ materially from the forward-looking statements: changes in general economic, market and regulatory conditions; the development of an interest rate environment that may adversely affect the Company’s interest rate spread, other income or cash flow anticipated from the Company’s operations, investment and/or lending activities; changes in laws and regulations affecting banks, insurance companies, bank holding companies and/or financial holding companies, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; governmental and public policy changes, including environmental regulation; protection and validity of intellectual property rights; reliance on large customers; the expenses and reputational damage if there were ever a material cybersecurity breach; financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses; and other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in other reports we file with the SEC, in particular the “Risk Factors” discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, general economic and political conditions (including changes in economic conditions in the Company’s primary market areas), including interest rate and currency exchange rate fluctuations, and other factors.

Critical Accounting Policies

The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position.

Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. Management considers the accounting policies relating to the allowance for loan and lease losses (“allowance”), pension and postretirement benefits, the review of the securities portfolio for other-than-temporary impairment, and acquired loans to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to these areas can have on the Company’s results of operations.

For additional information on critical accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 – “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements, and the section captioned “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2014. Refer to Note 3 – “Accounting Standards Updates” in the Notes to Unaudited Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q for a discussion of recent accounting updates.

OVERVIEW

Net income for the third quarter was $14.5 million or $0.96 diluted earnings per share, compared to $13.7 million or $0.92 diluted earnings per share for the same period in 2014. Net income for the first nine months of 2015 was $44.6 million or $2.96 diluted earnings per share, compared to $39.4 million or $2.64 diluted earnings per share in the first nine months of 2014. Results for the year to date were positively impacted by a one-time curtailment gain of $3.6 million, after-tax, related to changes to the Company’s defined benefit pension plan. Exclusive of this one-time gain, net income and diluted earnings per share for the first nine months of 2015 were $41.0 million and $2.72, respectively.

Return on average assets (“ROA”) for the quarter ended September 30, 2015 was 1.05%, compared to 1.08% for the quarter ended September 30, 2014. Return on average shareholders’ equity (“ROE”) for the third quarter of 2015 was 11.29%, compared to 11.11%, for the same period in 2014. Tompkins’ 2015 third quarter ROA and ROE compare to the most recent peer average ratios of 0.98% and 8.70%, respectively, ranking Tompkins’ ROA in the 71^st percentile and ROE in the 84^th percentile of the peer group.

The following table summarizes the Company’s results of operations for the periods indicated on a GAAP basis and on an operating (non-GAAP) basis for the periods indicated. Operating results in the below table exclude nonrecurring income and expenses. The Company believes the non-GAAP measures provide meaningful comparisons of our underlying operational performance and facilitates management’s and investors’ assessments of business and performance trends in comparison to others in the financial services industry. In addition, the Company believes the exclusion of the nonoperating items from our performance enables management and investors to perform a more effective evaluation and comparison of our results and to assess performance in relation to our ongoing operations. These non-GAAP financial measures should not be considered in isolation or as a measure of the Company’s profitability or liquidity; they are in addition to, and are not a substitute for, financial measures under GAAP. Net operating income, adjusted diluted earnings per share, and operating return on average tangible equity capital as presented herein may be different from non-GAAP financial measures used by other companies, and may not be comparable to similarly titled measures reported by other companies. Further, the Company may utilize other measures to illustrate performance in the future. Non-GAAP financial measures have limitations since they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP.

Adjusted Diluted Earnings Per Share

	Three Months Ended						Nine Months Ended
(in thousands, except per share data)	09/30/2015			09/30/2014			09/30/2015			09/30/2014
Net income attributable to Tompkins Financial Corporation	$	14,497		$	13,722		$	44,567		$	39,352
Less: dividends and undistributed earnings allocated to unvested stock awards		(189	)		(119	)		(609	)		(353	)
Net income available to common shareholders (GAAP)		14,308			13,603			43,958			38,999
Diluted earnings per share (GAAP)		0.96			0.92			2.96			2.64

Adjustments for non-operating income and expense, net of tax:
Gain on pension plan curtailment		0			0			(3,602	)		0
Total adjustments, net of tax		0			0			(3,602	)		0

Net operating income available to common shareholders (Non-GAAP)		14,308			13,603			40,356			38,999
Adjusted diluted earnings per share (Non-GAAP)		0.96			0.92			2.72			2.64

Operating Return on Average Tangible Common Equity (Non-GAAP)

	Three Months Ended						Nine Months Ended
(in thousands)	09/30/2015			09/30/2014			09/30/2015			09/30/2014
Net operating income available to common shareholders (Non-GAAP)		14,308			13,603			40,356			38,999
Amortization of intangibles, net of tax		298			311			902			942
Adjusted net operating income available to common shareholders (Non-GAAP)		14,606			13,914			41,258			39,941
Average Tompkins Financial Corporation shareholders’ common equity		507,984			488,386			502,622			478,077
Average goodwill and intangibles¹		104,633			106,471			105,132			106,949
Average Tompkins financial Corporation shareholders’ tangible common equity (Non-GAAP)		403,351			381,915			397,490			371,128
Adjusted operating return on average shareholders’ tangible common equity (Non-GAAP)		14.37	%		14.46	%		13.88	%		14.39	%

¹Average goodwill and intangibles exclude mortgage servicing rights

Segment Reporting

The Company operates in the following three business segments, banking, insurance, and wealth management. Insurance is comprised of property and casualty insurance services and employee benefit consulting operated under the Tompkins Insurance Agencies, Inc. subsidiary. Wealth management activities include the results of the Company’s trust, financial planning, and wealth management services, organized under the Tompkins Financial Advisors brand. All other activities are considered banking.

Banking Segment

The banking segment reported net income of $12.9 million for the third quarter of 2015, up $782,000 or 6.4% from net income of $12.1 million for the same period in 2014. For the nine months ended September 30, 2015, the banking segment reported net income of $39.3 million, up $4.9 million or 14.1% over the same period in 2014.

Net interest income of $42.3 million for the third quarter of 2015 was up $807,000 or 1.9% over the same period in 2014. For the nine months ended September 30, 2015, net interest income of $124.8 million was up $2.8 million or 2.3% compared to prior year. Growth in average earning assets and lower funding costs offset the effect of lower asset yields and contributed to favorable year-over-year comparisons. Net interest margin for the nine months ended September 30, 2015 was 3.39% compared to 3.58% for the same period prior year.

The provision for loan and lease losses was $281,000 for the three months ended September 30, 2015; up from a credit of $59,000 for the same period in 2014. Provision expense also increased for the nine months ended September 30, 2015 to $1.4 million from $751,000 in the previous year. The increase in provision expense was largely attributable to growth in total loans.

Noninterest income for the three months ended September 30, 2015 of $6.3 million was down $314,000 or 4.8% compared to the same period in 2014, and for the nine months ended September 30, 2015 was up $511,000 or 2.6% to $20.3 million compared to $19.8 million for the nine months ended September 30, 2014. The primary contributors to the decrease in the third quarter of 2015 compared to the third quarter of 2014 were: service charges on deposit accounts were down $96,000, mainly due to lower overdraft fees; gains on the sales of residential mortgage loans were down $114,000, mainly a result of the decision to hold more loans in the portfolio; and other income was down $129,000. The primary contributors to the increase for the nine months ended September 30, 2015 compared to the same period in 2014 were: cycle fees on deposit accounts were up $120,000, primarily in personal and business checking; increased realized gains on available for sale securities of $72,000; and increased card services fees of $65,000, primarily due to income from debit cards.

Noninterest expense of $29.2 million for the third quarter and $85.1 million for the nine months ended September 30, 2015 were down $882,000 or 2.9% and down $5.5 million or 6.0%, respectively, from the same periods in 2014. The favorable quarterly comparison is mainly a result of lower professional fees and lower amortization of our FDIC Indemnification asset in 2015 than 2014. The year to date decline is primarily attributed to the curtailment of the Company’s defined benefit pension plan, which resulted in a $5.5 million credit to pension and other employee benefits expense in the second quarter of 2015 in accordance with accounting guidance. This decrease was partially offset by an increase in salaries and wages due to normal annual merit and market increases, increases in incentive compensation, as well as an increase in the number of employees.

Insurance Segment

The insurance segment reported net income of $918,000 for the three months ended September 30, 2015; down $8,000 or 0.9% from the third quarter of 2014. For the nine month period ended September 30, 2015, net income rose $302,000 or 11.6% compared to 2014. Noninterest income was up $66,000 or 0.9% in the third quarter of 2015, compared to the same period in 2014 and up $590,000 or 2.7% to $22.5 million for the nine months ended September 30, 2015. Noninterest expenses for the three months ended September 30, 2015 were up $92,000 or 1.5% compared to the third quarter of 2014 and for the first nine months of 2015 were up $112,000 or 0.6% compared to the same period in 2014. The increase in noninterest expense for the third quarter and year ending September 30, 2015 is the result of increases in salaries and wages reflecting normal annual merit adjustments and sales commissions. The year over year increase was partially offset by a second quarter adjustment of $462,000 related to the curtailment of the Company’s defined pension plan mentioned above.

Wealth Management Segment

The wealth management segment reported net income of $657,000 for the three months ended September 30, 2015, flat compared to the third quarter of 2014. Net income for the nine months ended September 30, 2015 increased $60,000 or 2.6% to $2.3 million compared to the same period in 2014. Noninterest income was up $42,000 or 1.1% for the third quarter of 2015 and down $71,000 or 0.6% for the first nine months of 2015 compared to the prior year. Noninterest expenses for the three months ended September 30, 2015 were up $62,000 or 2.2% and were down $118,000 or 1.4% for the nine months ended September 30, 2015 compared to the same period of 2014. The third quarter increase in noninterest expense is due primarily to the increases in salaries and wages reflecting normal annual merit adjustments.

Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)

	Quarter Ended September 30, 2015								Year to Date Period Ended September 30, 2015								Year to Date Period Ended September 30, 2014
(Dollar amounts in thousands)	Average Balance (QTD)		Interest			Average Yield/Rate			Average Balance (YTD)		Interest			Average Yield/Rate			Average Balance (YTD)		Interest			Average Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks	$	1,957	$	1			0.20	%	$	1,725	$	3			0.23	%	$	782	$	2			0.34	%
Securities (1)
U.S. Government securities		1,438,436		7,439			2.05	%		1,441,360		22,807			2.12	%		1,304,141		22,163			2.27	%
Trading securities		8,008		86			4.26	%		8,437		270			4.28	%		10,327		321			4.16	%
State and municipal (2)		85,554		783			3.63	%		86,846		2,486			3.83	%		96,992		3,157			4.35	%
Other securities (2)		3,705		31			3.32	%		3,740		91			3.25	%		4,571		107			3.13	%
Total securities		1,535,703		8,339			2.15	%		1,540,383		25,654			2.23	%		1,416,031		25,748			2.43	%
FHLBNY and FRB stock		26,556		262			3.93	%		23,771		834			4.69	%		20,192		616			4.08	%

Total loans and leases, net of unearned income (2)(3)		3,574,449		39,913			4.43	%		3,479,528		116,547			4.48	%		3,218,371		113,924			4.73	%
Total interest-earning assets		5,138,665		48,517			3.75	%		5,045,407		143,038			3.79	%		4,655,376		140,290			4.03	%

Other assets		347,980								352,808								368,584

Total assets		5,486,645								5,398,215								5,023,960

LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money market		2,322,974		949			0.16	%		2,332,674		2,863			0.16	%		2,265,787		3,276			0.19	%
Time deposits		890,933		1,704			0.76	%		904,911		5,032			0.75	%		901,283		5,070			0.75	%
Total interest-bearing deposits		3,213,907		2,653			0.33	%		3,237,585		7,895			0.33	%		3,167,070		8,346			0.35	%
Federal funds purchased & securities sold under agreements to repurchase		134,620		685			2.02	%		136,073		2,020			1.98	%		147,775		2,263			2.05	%
Other borrowings		470,060		1,223			1.03	%		413,819		3,596			1.16	%		258,578		3,362			1.74	%
Trust preferred debentures		37,438		583			6.18	%		37,395		1,726			6.17	%		37,227		1,714			6.16	%
Total interest-bearing liabilities		3,856,025		5,144			0.53	%		3,824,872		15,237			0.53	%		3,610,650		15,685			0.58	%
Noninterest bearing deposits		1,052,669								1,003,318								879,691
Accrued expenses and other liabilities		68,433								65,902								54,040

Total liabilities		4,977,127								4,894,092								4,544,381

Tompkins Financial Corporation Shareholders’ equity		507,984								502,622								478,078
Noncontrolling interest		1,534								1,501								1,501
Total equity		509,518								504,123								479,579

Total liabilities and equity	$	5,486,645							$	5,398,215							$	5,023,960
Interest rate spread							3.22	%							3.26	%							3.45	%
Net interest income/margin on earning assets				43,373			3.35	%				127,801			3.39	%				124,605			3.58	%

Tax Equivalent Adjustment				(987	)							(2,857	)							(2,487	)
Net interest income per consolidated financial statements			$	42,386							$	124,944							$	122,118

1 Average balances and yields on available-for-sale securities are based on historical amortized cost

2 Interest income includes the tax effects of taxable-equivalent adjustments using a combined New York State and Federal effective income tax rate of 40% to increase tax exempt interest income to taxable-equivalent basis.

3 Nonaccrual loans are included in the average asset totals presented above. Payment received on nonaccrual loans have been recognized as disclosed in Note 1 of the Company’s condensed consolidated financial statements included in Part 1 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014.

Net Interest Income

Net interest income is the Company’s largest source of revenue, representing 70.9% and 69.8% of total revenues for the three and nine month periods ended September 30, 2015, compared to 70.3% and 69.9% for the same periods in 2015. Net interest income is dependent on the volume and composition of interest earning assets and interest-bearing liabilities and the level of market interest rates. The above table shows average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each.

Taxable-equivalent net interest income for the three and nine months ended September 30, 2015 was up 2.3% and 2.6%, respectively, over the same periods in 2014. Taxable-equivalent net interest income in 2015 benefitted from growth in average earning assets, which increased by 9.4% and 8.4% for the three and nine month periods ended September 30, 2015, and growth in noninterest bearing deposits which increased by 13.7% and 14.1% compared to the same periods prior year. These factors offset the impact of lower asset yields and lower net interest margins compared to prior year. The taxable equivalent net interest margin was 3.35% and 3.58%, respectively, for the three and nine month periods ended September 30, 2015 compared to 3.58% for the same periods in 2014.

Taxable-equivalent interest income for the three and nine month periods ended September 30, 2015 was $48.5 million and $143.0 million, respectively, which is up 2.3% and 2.0% from the same periods in 2014. Growth in average earning assets offset lower asset yields. The average yield on interest earning assets declined 26 basis points or 6.5% and 24 basis points or 6.0% for the three and nine months ended September 30, 2015 compared to the same periods in 2014. Average loan balances for the three and nine months ended September 30, 2015 were up $333.6 million or 10.3%, and $261.2 million or 8.1%, respectively, while the average yields on loans for the same periods were down 31 basis points and 25 basis points, respectively, compared to the same periods in 2014. Average loan balances represented about 69.6% and 69.0% of average earning assets for the three and nine months ended September 30, 2015, up from 69.0% and down from 69.1%, respectively, for the same periods in 2014. Average securities balances for the three months ended September 30, 2015 were up $100.5 million or 7.0%, and for the nine months ended September 30, 2015 were up by $124.4 million or 8.8% from the same periods in 2014. The average yield on securities for the third quarter of 2015 was down 19 basis points and for the nine months ended September 30, 2015 was down 20 basis points compared to the same periods prior year.

Interest expense for the three and nine months ended September 30, 2015 increased by $101,000 or 2.0% and decreased $448,000 or 2.9%, respectively, compared to the same periods in 2014. Both periods benefitted from lower average rates paid on deposits and borrowings; however, this benefit was more than offset by higher average balances of deposits and borrowings in the third quarter of 2015 compared to the third quarter of 2014, resulting in the increase in interest expense. The average rate paid on interest bearing deposits was 0.33% during both the three and nine months ended September 30, 2015, down 2 basis points from the same periods in 2014. Average interest bearing deposits for the third quarter of 2015 were up $47.8 million or 1.5% compared to the same period in 2014, while year-to-date average interest bearing deposits were up $70.5 million or 2.2% from the same period in 2014. Average noninterest bearing deposits for the three and nine month periods ended September 30, 2015 were up $126.7 million or 13.7% and $123.6 million or 14.1%, respectively, compared to the same periods in 2014. Average other borrowings for the three and nine months ended September 30, 2015 increased by $221.4 million or 89.1% and $155.2 million or 60.0%, respectively, compared to the same periods in 2014. The increase was mainly in overnight borrowings with the FHLB, which contributed to the decrease in average funding cost in this category in 2015.

Provision for Loan and Lease Losses

The provision for loan and lease losses represents management’s estimate of the amount necessary to maintain the allowance for loan and lease losses at an adequate level. The provision for loan and lease losses was an expense of $281,000 for the third quarter of 2015 and $1.4 million for the nine months ended September 30, 2015, compared to a credit of $59,000 and expense of $751,000 for the respective periods in 2014. The increase in provision expense was mainly a result of growth in total loans over prior year. Asset quality metrics were improved from prior year, with lower levels of nonperforming loans and leases and criticized and classified loans compared to prior year. The section captioned “Financial Condition – Allowance for Loan and Lease Losses and Nonperforming Assets” below has further details on the allowance for loan and lease losses and asset quality metrics.

Noninterest Income

Noninterest income was $17.4 million for the third quarter of 2015 and $54.0 million for the nine months ended September 30, 2015, representing a decrease of 0.8% for the quarter and an increase of 2.5% for the year to date, compared to the same periods prior year. Noninterest income represented 29.1% of total revenue for the three months ended September 30, 2015 compared to 29.7% in the third quarter of 2014, and 30.2% for the nine months ended September 30, 2015 compared to 30.1% for the same period in 2014.

Insurance commissions and fees were $7.6 million and $22.3 million for the three and nine months ended September 30, 2015, compared to $7.5 million and $21.8 million, respectively, for the same periods in 2014. The increase for the year to date period in 2015 is mainly due to growth in property and casualty policies and financial services policies.

Investment services income was $3.7 million in third quarter of 2015, an increase of 1.0% from $3.6 million in the third quarter of 2014. Investment services income of $11.5 million for the first nine months of 2015 was unchanged from the comparable period in 2014. Investment services income includes trust services, financial planning, wealth management services, and brokerage related services. With fees largely based on the market value and the mix of assets managed, the general direction of the stock market can have a considerable impact on fee income. The fair value of assets managed by, or in custody of, Tompkins was $3.8 billion at September 30, 2015, up 3.6% from $3.7 billion at September 30, 2014. These figures include $1.1 billion and $1.0 billion, respectively, of Company-owned securities where Tompkins Trust Company is custodian. The increase in assets under management contributed to an increase in trust and wealth management fees in 2015 over prior year. Fees from brokerage services were down in 2015 from 2014. At the end of the first quarter of 2015, the Company concluded operations attributable to its internal broker dealer and registered investment advisory group and engaged a new broker dealer of record. This transition has contributed to the decrease in year over year brokerage services income.

Service charges on deposit accounts were down $96,000 or 3.8% for the third quarter of 2015 compared to the third quarter of 2014 and down $198,000 or 2.8% for the nine months ended September 30, 2015 compared to the same period in 2014. The decrease was mainly due to a decrease in overdraft fees offset by higher personal and business cycle fees. Overdraft fees, the largest component of service charges on deposit accounts, were down $192,000 or 10.8% and $395,000 or 7.9% for both the three and nine months ended September 30, 2015 compared to same periods prior year.

Card services income for the three months and nine months ended September 30, 2015 was up $65,000 or 3.4% and down $124,000 or 2.1% compared to the same periods in 2014. Debit card income, the largest component of card services income, was up $68,000 or 5.0% for the third quarter and down $166,000 or 3.8% for the nine months ended September 30, 2015.

The Company recognized gains on the sales/calls of available-for-sale securities of $92,000 and $1.1 million for the three and nine months ended September 30, 2015, which were up from gains of $20,000 and $151,000, respectively, for the same periods in 2014. Sales of available-for-sale securities are generally the result of general portfolio maintenance and interest rate risk management.

Other income of $1.7 million in the third quarter of 2015 was down 11.8% from the third quarter of 2014. For the first nine months of 2015, other income was $6.4 million, up 4.3% from the same period in 2014. The significant components of other income are other service charges, increases in cash surrender value of corporate owned life insurance (“COLI”), gains on the sales of residential mortgage loans and income from miscellaneous equity investments. The primary contributors to the decrease in the third quarter of 2015 compared to the third quarter of 2014 were: gains on the sales of residential mortgage loans were down by $114,000, mainly a result of the decision to hold more loans in portfolio; and other income was down $129,000, mainly a result of lower income on miscellaneous investments.

Noninterest Expense

Noninterest expense of $37.9 million and $110.5 million for the three and nine months ended September 30, 2015, was down 1.7% and 4.5%, respectively, compared to the same periods in 2014. The year to date decline is mainly attributable to the curtailment of the Company’s defined benefit pension plan, which resulted in a $6.0 million credit to pension and other employee benefits expense in the second quarter of 2015 in accordance with accounting guidance. Excluding the pension gain in 2015, total noninterest expenses for the first nine months of 2015 would be up less than 1% from 2014.

Salaries and wages expense for the three and nine months ended September 30, 2015 were up by $804,000 or 4.6% and $2.5 million or 4.7%, respectively, over the same periods in 2014. The increases reflect additional employees, annual merit increases and higher accruals for incentive compensation. Pension and other employee related benefits were up 8.6% for the third quarter of 2015 and down 32.1% for the nine months ended September 30, 2015 compared to the same periods in 2014. Pension expense is down year over year, mainly a result of pension curtailment discussed above.

Net occupancy expense was $2.9 million for the third quarter of 2015, down $78,000 or 2.6% from the same period in 2014 and was $9.3 million for the nine months ended September 30, 2015, unchanged from the same period in 2014.

Other operating expense for the three and nine months ended September 30, 2015 was down 18.4% and 8.8%, respectively, compared to the same periods prior year. The favorable quarterly comparison is mainly a result of lower professional fees and lower amortization of our FDIC Indemnification asset in 2015 than 2014.

Overall, all other expense categories remained relatively flat compared to the same period prior year.

Income Tax Expense

The provision for income taxes was $7.1 million for an effective rate of 32.9% for the third quarter of 2015, compared to tax expense of $6.9 million and an effective rate of 33.4% for the same quarter in 2014. For the first nine months of 2015, the tax provision was $22.4 million for an effective rate of 33.4% compared to a tax provision of $18.9 million and an effective rate of 32.5% for the same period in 2014. The effective rates differ from the U.S. statutory rate of 35.0% during the comparable periods primarily due to the effect of tax-exempt income from loans, securities and life insurance assets.

FINANCIAL CONDITION

Total assets were $5.6 billion at September 30, 2015, up $325.2 million or 6.2% over December 31, 2014. The growth over year-end was primarily attributable to growth in originated loans, which were up $309.4 million or 10.9%, increased cash and cash equivalents, which were up $51.0 million or 91.0%, and growth in held-to-maturity securities, which were up $58.1 million or 65.9%. This growth was partially offset by a decrease in acquired loans, which were down $68.4 million or 12.4%. Total deposits increased $267.9 million or 6.4% compared to December 31, 2014, mainly a result of an inflow of municipal deposits. Other borrowings increased $42.4 million or 11.9% from December 31, 2014, as a result of loan growth outpacing deposit growth.

Securities

As of September 30, 2015, the Company’s securities portfolio was $1.5 billion or 27.6% of total assets, compared to $1.4 billion or 28.5% of total assets at year-end 2014. The following table details the composition of available-for-sale and held-to-maturity securities.

Available-for-Sale Securities
		09	/30/2015			12/31/2014
(in thousands)		Amortized Cost			Fair Value			Amortized Cost		Fair Value

Obligations of U.S. Government sponsored entities	$	548,390		$	557,271		$	553,300	$	557,820
Obligations of U.S. states and political subdivisions		73,585			74,405			70,790		71,510
Mortgage-backed securities
U.S. Government agencies		100,448			101,554			108,931		109,926
U.S. Government sponsored entities		652,015			651,745			660,195		659,120
Non-U.S. Government agencies or sponsored entities		200			203			267		271
U.S. corporate debt securities		2,500			2,162			2,500		2,162
Total debt securities		1,377,138			1,387,340			1,395,983		1,400,809
Equity securities		1,000			943			1,475		1,427
Total available-for-sale securities	$	1,378,138		$	1,388,283		$	1,397,458	$	1,402,236

Held-to-Maturity Securities
		09	/30/2015			12/31/2014
(in thousands)		Amortized Cost			Fair Value			Amortized Cost		Fair Value
Obligations of U.S. Government sponsored entities	$	132,577		$	134,962		$	71,906	$	72,269
Obligations of U.S. states and political subdivisions	$	13,723		$	14,150		$	16,262	$	16,767
Total held-to-maturity debt securities	$	146,300		$	149,112		$	88,168	$	89,036

Unrealized gains, which represent the amount by which the fair value exceeds amortized cost, in the available-for-sale securities portfolio increased as of September 30, 2015, compared to unrealized gains at December 31, 2014, as a result of favorable movement in market interest rates. Management’s policy is to purchase investment grade securities that on average have relatively short duration, which helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital. The increase in the held-to-maturity portfolio was due to purchases of Obligations of U.S. Government sponsored entities during the nine month period ended September 30, 2015.

The Company has no investments in preferred stock of U.S. government sponsored entities and no investments in pools of Trust Preferred securities. Quarterly, the Company evaluates all investment securities with a fair value less than amortized cost to identify any other-than-temporary impairment as defined under generally accepted accounting principles.

As a result of the other-than-temporarily impairment review process, the Company does not consider any investment security held at September 30, 2015 to be other-than-temporarily impaired. Future changes in interest rates or the credit quality and credit support of the underlying issuers may reduce the market value of these and other securities. If such decline is determined to be other than temporary, the Company will record the necessary charge to earnings and/or accumulated other comprehensive income to reduce the securities to their then current fair value.

The Company maintained a trading portfolio with a fair value of $7.7 million as of September 30, 2015, compared to $9.0 million at December 31, 2014. The decrease in the trading portfolio reflects maturities or payments during the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2015, net mark-to-market losses related to the securities trading portfolio were $69,000 and $206,000, respectively, compared to net mark-to-market losses for the three and nine months ended September 30, 2014 of $87,000 and $181,000, respectively.

Loans and Leases

Loans and leases at September 30, 2015 and December 31, 2014 were as follows:


		09/30/2015						12/31/2014
(in thousands)		Originated			Acquired		Total Loans and Leases			Originated			Acquired		Total Loans and Leases
Commercial and industrial
Agriculture	$	65,831		$	0	$	65,831		$	78,507		$	0	$	78,507
Commercial and industrial other		741,411			90,643		832,054			688,529			97,034		785,563
Subtotal commercial and industrial		807,242			90,643		897,885			767,036			97,034		864,070
Commercial real estate
Construction		86,050			34,239		120,289			72,427			35,906		108,333
Agriculture		84,135			2,154		86,289			58,994			3,182		62,176
Commercial real estate other		1,104,085			267,126		1,371,211			979,621			308,488		1,288,109
Subtotal commercial real estate		1,274,270			303,519		1,577,789			1,111,042			347,576		1,458,618
Residential real estate
Home equity		200,149			45,370		245,519			186,957			56,008		242,965
Mortgages		796,661			28,939		825,600			710,904			32,282		743,186
Subtotal residential real estate		996,810			74,309		1,071,119			897,861			88,290		986,151
Consumer and other
Indirect		17,788			0		17,788			18,298			0		18,298
Consumer and other		41,608			880		42,488			35,874			1,095		36,969
Subtotal consumer and other		59,396			880		60,276			54,172			1,095		55,267
Leases		14,339			0		14,339			12,251			0		12,251
Covered loans		0			15,576		15,576			0			19,319		19,319
Total loans and leases		3,152,057			484,927		3,636,984			2,842,362			553,314		3,395,676
Less: unearned income and deferred costs and fees		(2,671	)		0		(2,671	)		(2,388	)		0		(2,388	)
Total loans and leases, net of unearned income and deferred costs and fees	$	3,149,386		$	484,927	$	3,634,313		$	2,839,974		$	553,314	$	3,393,288

Residential real estate loans, including home equity loans at September 30, 2015 were $1.1 billion, up $85.0 million or 8.6% compared to December 31, 2014, and comprised 29.5% of total loans and leases. Growth in residential loan balances is impacted by the Company’s decision to retain these loans or sell them in the secondary market due to interest rate considerations. The Company’s Asset/Liability Committee meets regularly and establishes standards for selling and retaining residential real estate mortgage originations.

The Company may sell residential real estate loans in the secondary market based on interest rate considerations. These residential real estate loans are generally sold to Federal Home Loan Mortgage Corporation (“FHLMC”) or State of New York Mortgage Agency (“SONYMA”) without recourse in accordance with standard secondary market loan sale agreements. These residential real estate loans also are subject to customary representations and warranties made by the Company, including representations and warranties related to gross incompetence and fraud. The Company has not had to repurchase any loans as a result of these representations and warranties. While in the past in rare circumstances the Company agreed to sell residential real estate loans with recourse, the Company has not done so in the past several years and the amount of such loans included on the Company’s balance sheet at September 30, 2015 was insignificant. The Company has never had to repurchase a loan sold with recourse.

During the first nine months of 2015 and 2014, the Company sold residential mortgage loans totaling $1.4 million and $18.7 million, respectively, and realized gains on these sales of $21,000 and $345,000, respectively. These residential real estate loans were sold without recourse in accordance with standard secondary market loan sale agreements. When residential mortgage loans are sold, the Company typically retains all servicing rights, which provides the Company with a source of fee income. Mortgage servicing rights, at amortized basis, totaled $922,000 at September 30, 2015 and $1.0 million at December 31, 2014.

The Company has not originated any hybrid loans, such as payment option ARMs. The Company underwrites residential real estate loans in accordance with secondary market standards in effect at the time of origination, including loan-to-value (“LTV”) and documentation requirements. The Company does not underwrite low or reduced documentation loans other than those that meet secondary market standards for low or reduced documentation loans. In those instances, W-2’s and paystubs are used instead of sending Verification of Employment forms to employers to verify income and bank deposit statements are used instead of Verification of Deposit forms mailed to financial institutions to verify deposit balances.

Commercial and industrial loans and commercial real estate loans totaled $897.9 million and $1.6 billion, and represented 24.7% and 43.4%, respectively of total loans as of September 30, 2015. The commercial real estate portfolio was up 8.2% over year-end 2014, while commercial and industrial loans were up 3.9%. As of September 30, 2015, agriculturally-related loans totaled $152.1 million or 4.2% of total loans and leases, up from $140.7 million or 4.2% of total loans and leases at December 31, 2014. There is generally an increase in agriculturally-related loans at year end related to tax planning and these loans are typically paid down over the first part of the year. Agriculturally-related loans include loans to dairy farms and cash and vegetable crop farms. Agriculturally-related loans are primarily made based on identified cash flows of the borrower with consideration given to underlying collateral, personal guarantees, and government related guarantees. Agriculturally-related loans are generally secured by the assets or property being financed or other business assets such as accounts receivable, livestock, equipment or commodities/crops.

The acquired loans in the above table reflect loans acquired in the acquisition of VIST Financial Corp. during the third quarter of 2012. The acquired loans were recorded at fair value pursuant to the purchase accounting guidelines in FASB ASC 805 – “Fair Value Measurements and Disclosures” (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., the allowance for loan losses). Upon acquisition, the Company evaluated whether each acquired loan (regardless of size) was within the scope of ASC 310-30, “Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality”. The carrying value of the acquired loans reflects management’s best estimate of the amount to be realized from the acquired loan and lease portfolios. However, the amounts the Company actually realizes on these loans could differ materially from the carrying value reflected in these financial statements, based upon the timing of collections on the acquired loans in future periods, underlying collateral values and the ability of borrowers to continue to make payments.

The carrying value of acquired loans acquired and accounted for in accordance with ASC Subtopic 310-30, “Receivables Loans and Debt Securities Acquired with Deteriorated Credit Quality,” was $28.2 million at September 30, 2015 as compared to $34.4 million at December 31, 2014. Under ASC Subtopic 310-30, loans may be aggregated and accounted for as pools of loans if the loans being aggregated have common risk characteristics. The Company elected to account for the loans with evidence of credit deterioration individually rather than aggregate them into pools. The difference between the undiscounted cash flows expected at acquisition and the investment in the acquired loans, or the “accretable yield,” is recognized as interest income utilizing the level-yield method over the life of each loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “non-accretable difference,” are not recognized as a yield adjustment, as a loss accrual or as a valuation allowance.

Increases in expected cash flows subsequent to the acquisition are recognized prospectively through an adjustment of the yield on the loans over the remaining life. Subsequent decreases to the expected cash flows require us to evaluate the need for an addition to the allowance for loan losses. Valuation allowances (recognized in the allowance for loan losses) on these impaired loans reflect only losses incurred after the acquisition (representing all cash flows that were expected at acquisition but currently are not expected to be received).

The carrying value of loans not exhibiting evidence of credit impairment at the time of the acquisition (i.e. loans outside of the scope of ASC 310-30) was $456.6 million at September 30, 2015. At acquisition, these loans were recorded at fair value, including a credit discount. Credit losses on acquired performing loans are estimated based on analysis of the performing portfolio. The purchased performing portfolio also included a general interest rate mark (premium). Both the credit discount and interest rate mark are accreted/amortized as a yield adjustment over the estimated lives of the loans. Interest is accrued daily on the outstanding principal balance of purchased performing loans.

At September 30, 2015, acquired loans included $15.6 million of covered loans. VIST Financial Corp had acquired these loans in an FDIC assisted transaction in the fourth quarter of 2010. In accordance with loss sharing agreements with the FDIC, certain losses and expenses relating to covered loans may be reimbursed by the FDIC at 70% or, if certain levels of reimbursement are reached, 80%. See Note 7 – “FDIC Indemnification Asset Related to Covered Loans” in the Notes to Unaudited Condensed Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. Management reviews these policies and procedures on a regular basis. The Company discussed its lending policies and underwriting guidelines for its various lending portfolios in Note 3 – “Loans and Leases” in the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes in these policies and guidelines. As such, these policies are reflective of new originations as well as those balances held at September 30, 2015. The Company’s Board of Directors approves the lending policies at least annually. The Company recognizes that exceptions to policy guidelines may occasionally occur and has established procedures for approving exceptions to these policy guidelines. Management has also implemented reporting systems to monitor loan originations, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

The Company’s loan and lease customers are located primarily in the New York and Pennsylvania communities served by its four subsidiary banks. Although operating in numerous communities in New York State and Pennsylvania, the Company is still dependent on the general economic conditions of these states. Other than geographic and general economic risks, management is not aware of any material concentrations of credit risk to any industry or individual borrower.

The Allowance for Loan and Lease Losses

The tables below provide, as of the dates indicated, an allocation of the allowance for probable and inherent loan losses by type. The allocation is neither indicative of the specific amounts or the loan categories in which future charge-offs may occur, nor is it an indicator of future loss trends. The allocation of the allowance to each category does not restrict the use of the allowance to absorb losses in any category.


(in thousands)	09/30/2015		12/31/2014		09/30/2014

Allowance for originated loans and leases

Commercial and industrial	$	8,472	$	9,157	$	8,858
Commercial real estate		14,215		12,069		10,682
Residential real estate		5,447		5,030		5,423
Consumer and other		2,316		1,900		2,222
Total	$	30,450	$	28,156	$	27,185


(in thousands)	09/30/2015		12/31/2014		09/30/2014

Allowance for acquired loans

Commercial and industrial	$	366	$	431	$	95
Commercial real estate		63		337		360
Residential real estate		86		51		128
Consumer and other		0		22		18
Total	$	515	$	841	$	601

As of September 30, 2015, the total allowance for loan and lease losses was $31.0 million, which was up $2.0 million or 6.8% over year-end 2014. The increase in the allowance compared to year-end was mainly due to growth in the originated loan portfolio. Loans internally-classified Special Mention, Substandard and Doubtful were down from prior year as were the level of nonperforming loans and leases. The allowance for loan and lease losses covered 133.18% of nonperforming loans and leases as of September 30, 2015, compared to 128.43% at December 31, 2014, and 108.92% at September 30, 2014.

The Company’s allowance for originated loan and lease losses totaled $30.5 million at September 30, 2015, which represented 0.97% of total originated loans, compared to 0.98% at prior quarter end, and 1.02% at September 30, 2014. Originated loans internally-classified as Special Mention, Substandard and Doubtful totaled $45.1 million at September 30, 2015, which were down $2.2 million or 4.7% compared to prior quarter, and down $8.7 million or 16.1% compared to September 30, 2014. The decrease is mainly due to paydowns of classified assets and upgrades of risk ratings in our commercial loan portfolio and commercial real estate construction portfolios as a result of improving financial conditions of our commercial customers.

The allowance for acquired loans at September 30, 2015 was $515,000, down $326,000 or 38.8% from year-end 2014 and down $86,000 or 14.3% compared to September 30, 2014. The amount of acquired loans internally-classified as Special Mention, Substandard and Doubtful totaled $25.1 million at September 30, 2015, up from $23.5 million at prior quarter end and down from $31.6 million at September 30, 2014. Loan pay downs coupled with charge offs contributed to the decrease from the same quarter prior year. Nonaccrual acquired loans were $4.9 million as of September 30, 2015 compared to $5.0 million at prior quarter end, and $5.0 million at September 30, 2014.

Activity in the Company’s allowance for loan and lease losses during the nine months of 2015 and 2014 is illustrated in the table below.

Analysis of the Allowance for Originated Loan and Lease Losses

(in thousands)		09/30/2015			09/30/2014
Average originated loans outstanding during period	$	2,960,045		$	2,586,982
Balance of originated allowance at beginning of year	$	28,156		$	26,700

ORIGINATED LOANS CHARGED-OFF:
Commercial and industrial		169			275
Commercial real estate		14			619
Residential real estate		408			385
Consumer and other		751			952
Total loans charged-off	$	1,342		$	2,231

RECOVERIES OF ORIGINATED LOANS PREVIOUSLY CHARGED-OFF:
Commercial and industrial		792			557
Commercial real estate		1,064			1,506
Residential real estate		107			87
Consumer and other		391			375
Total loans recoveries	$	2,354		$	2,525
Net loans (recovered) charged-off		(1,012	)		(294	)
Additions to originated allowance charged to operations		1,282			191
Balance of originated allowance at end of period	$	30,450		$	27,185
Allowance for originated loans and leases as a percentage of originated loans and leases		0.97	%		1.02	%
Annualized net (recoveries) charge-offs on originated loans to average total originated loans and leases during the period		(0.05	%)		(0.02	%)

Analysis of the Allowance for Acquired Loan Losses

(in thousands)		09/30/2015			09/30/2014
Average acquired loans outstanding during period	$	519,483		$	631,389
Balance of acquired allowance at beginning of year		841			1,270

ACQUIRED LOANS CHARGED-OFF:
Commercial and industrial		53			243
Commercial real estate		216			631
Residential real estate		320			345
Consumer and other		5			10
Total loans charged-off	$	594		$	1,229

Commercial and industrial		7			0
Commercial real estate		129			0
Residential real estate		2			0
Total loans recovered	$	138		$	0
Net loans charged-off		456			1,229
Additions to acquired allowance charged to operations		130			560
Balance of acquired allowance at end of period	$	515		$	601
Allowance for acquired loans as a percentage of acquired loans outstanding		0.10	%		0.10	%
Annualized net (recoveries) charge-offs on acquired loans as a percentage of average acquired loans outstanding during the period		0.12	%		0.26	%
Annualized total net charge-offs as a percentage of average loans and leases outstanding during the period		(0.02	%)		0.04	%

For the three months ended September 30, 2015, net loan and lease recoveries totaled $593,000 compared to net loan and lease recoveries of $328,000 for the same period in 2014. For the nine months ended September 30, 2015, net loan and lease recoveries were $556,000 compared to net charge-offs of $935,000 for the same period in 2014. In 2015 and 2014, the Company recognized significant recoveries on two commercial relationships that were previously charged-off. Annualized net (recoveries) charge-offs for the nine month period ended September 30, 2015 as a percentage of average total loans and leases was (0.02%) compared to 0.04% for the nine months ended September 30, 2014. The most recent peer ratio is 0.08%.

For the three and nine months ended September 30, 2015, the provision for loan and lease losses was $281,000 and $1.4 million compared to a provision credit of $59,000 and provision expense of $751,000 for the same periods in 2014. The increase in provision for loan and lease losses in 2015 compared to 2014 was mainly a result of growth in total loans, which was partially offset by generally favorable asset quality trends.

Analysis of Past Due and Nonperforming Loans

(in thousands)		09/30/2015¹			12/31/2014¹			09/30/2014¹
Loans 90 days past due and accruing
Commercial and industrial	$	0		$	0		$	0
Residential real estate		57			106			395
Total loans 90 days past due and accruing		57			106			395
Nonaccrual loans
Commercial and industrial		2,194			2,116			2,400
Commercial real estate		7,722			7,520			8,378
Residential real estate		9,545			9,043			10,087
Consumer and other		268			349			452
Total nonaccrual loans		19,729			19,028			21,317
Troubled debt restructurings not included above		3,465			3,444			3,800
Total nonperforming loans and leases		23,251			22,578			25,512
Other real estate owned		3,188			5,683			6,533
Total nonperforming assets	$	26,439		$	28,261		$	32,045
Allowance as a percentage of nonperforming loans and leases		133.18	%		128.43	%		108.92	%
Total nonperforming loans and leases as percentage of total loans and leases		0.64	%		0.67	%		0.78	%
Total nonperforming assets as percentage of total assets		0.47	%		0.54	%		0.63	%

¹The September 30, 2015, December 31, 2014, and September 30, 2014 columns in the above table exclude $2.6 million, $3.5 million, and $4.3 million, respectively, of acquired loans that are 90 days past due and accruing interest. These loans were originally recorded at fair value on the acquisition date of August 1, 2012. These loans are considered to be accruing as we can reasonably estimate future cash flows on these acquired loans and we expect to fully collect the carrying value of these loans. Therefore, we are accreting the difference between the carrying value of these loans and their expected cash flows into interest income.

Nonperforming assets include nonaccrual loans, troubled debt restructurings (“TDR”), and foreclosed real estate/other real estate owned. Nonperforming assets represented 0.47% of total assets at September 30, 2015, compared to 0.54% at December 31, 2014, and 0.63% at September 30, 2014. The Company’s ratio of nonperforming assets to total assets continues to compare favorably to our peer group’s most recent ratio of 1.02% at June 30, 2015.

Total nonperforming loans and leases were up $673,000 or 3.0% from year end 2014, and down $2.3 million or 8.9% from September 30, 2014. A breakdown of nonperforming loans by portfolio segment is shown above. The decrease in nonperforming commercial real estate loans since September 30, 2014 is mainly due to significant payments received on two large commercial relationships in 2014. Total nonperforming assets were down $1.8 million from December 31, 2014 and $5.6 million from September 30, 2014. The decrease is mainly due to the sale of one property that was acquired through foreclosure in the second quarter of 2014.

Loans are considered modified in a TDR when, due to a borrower’s financial difficulties, the Company makes a concession(s) to the borrower that it would not otherwise consider and the borrower could not obtain elsewhere. These modifications may include, among others, an extension of the term of the loan, and granting a period when interest-only payments can be made, with the principal payments made over the remaining term of the loan or at maturity. TDRs are included in the above table within the following categories: “loans 90 days past due and accruing”, “nonaccrual loans”, or “troubled debt restructurings not included above”. Loans in the latter category include loans that meet the definition of a TDR but are performing in accordance with the modified terms and therefore classified as accruing loans. At September 30, 2015 the Company had $7.3 million in TDRs, and of that total $3.8 million were reported as nonaccrual and $3.5 million were considered performing and included in the table above.

In general, the Company places a loan on nonaccrual status if principal or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by applicable regulations. Although in nonaccrual status, the Company may continue to receive payments on these loans. These payments are generally recorded as a reduction to principal, and interest income is recorded only after principal recovery is reasonably assured.

The Company’s recorded investment in loans and leases that are considered impaired totaled $20.7 million at September 30, 2015, compared to $12.6 million at December 31, 2014 and $13.5 million at September 30, 2014. The increase in impaired loans over year end 2014, was mainly a result of one credit in the acquired portfolio. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans consist of our non-homogenous nonaccrual loans, and all TDRs. Specific reserves on individually identified impaired loans that are not collateral dependent are measured based on the present value of expected future cash flows discounted at the original effective interest rate of each loan. For loans that are collateral dependent, impairment is measured based on the fair value of the collateral less estimated selling costs, and such impaired amounts are generally charged off.

The year-to-date average recorded investment in impaired loans and leases was $17.4 million at September 30, 2015, compared to $13.7 million at September 30, 2014. At September 30, 2015 there was a specific reserve of $1.4 million on impaired loans compared to $1.2 million of specific reserves at December 31, 2014. The specific reserve of $1.1 million reported at September 30, 2015 includes specific reserves of $1.0 million for two commercial real estate loans in the originated portfolio and specific reserves of $396,000 on 5 loans within the acquired portfolio. The majority of impaired loans are collateral dependent impaired loans that have limited exposure or require limited specific reserve because of the amount of collateral support with respect to these loans and previous charge-offs. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured. In these cases, interest is recognized on a cash basis.

The ratio of the allowance to nonperforming loans (loans past due 90 days and accruing, nonaccrual loans and restructured troubled debt) was 133.18% at September 30, 2015, improved from 128.43% in December 31, 2014, and 108.92% at September 30, 2014. The improvement in the ratio reflects the decrease in nonperforming loans over the year as well as an increase in the total allowance. The Company’s nonperforming loans are mostly made up of collateral dependent impaired loans with limited exposure or require limited specific reserve due to the level of collateral available with respect to these loans and/or previous charge-offs. The Company’s peer group ratio as provided by the Federal Reserve Bank was 176.4% as of September 30, 2015.

Management reviews the loan portfolio continuously for evidence of potential problem loans and leases. Potential problem loans and leases are loans and leases that are currently performing in accordance with contractual terms, but where known information about possible credit problems of the related borrowers causes management to have doubt as to the ability of such borrowers to comply with the present loan payment terms and may result in such loans and leases becoming nonperforming at some time in the future. Management considers loans and leases classified as Substandard, which continue to accrue interest, to be potential problem loans and leases. The Company, through its internal loan review function, identified 31 commercial relationships from the originated portfolio and 27 commercial relationships from the acquired portfolio totaling $13.0 million and $15.2 million, respectively at September 30, 2015 that were potential problem loans. At December 31, 2014, the Company had identified 34 relationships totaling $14.8 million in the originated portfolio and 21 relationships totaling $8.8 million in the acquired portfolio that were potential problem loans. Of the 31 commercial relationships in the originated portfolio at September 30, 2015, that were Substandard, there were 3 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $6.7 million, the largest of which was $3.4 million. Of the 27 commercial relationships from the acquired loan portfolio at September 30, 2015, that were Substandard, there were 4 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $7.8 million, the largest of which is $3.0 million. The Company continues to monitor these potential problem relationships; however, management cannot predict the extent to which continued weak economic conditions or other factors may further impact borrowers. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and personal or government guarantees. These factors, when considered in the aggregate, give management reason to believe that the current risk exposure on these loans does not warrant accounting for these loans as nonperforming. However, these loans do exhibit certain risk factors, which have the potential to cause them to become nonperforming. Accordingly, management’s attention is focused on these credits, which are reviewed on at least a quarterly basis.

Capital

Total equity was $518.0 million at September 30, 2015, an increase of $28.4 million or 5.8% from December 31, 2014. The increase reflects growth in retained earnings, additional paid-in capital and a reduction of accumulated other comprehensive losses.

Additional paid-in capital increased by $1.5 million, from $348.9 million at December 31, 2014, to $350.4 million at September 30, 2015. The increase is primarily attributable to the following: $1.6 million related to shares issued under the employee stock ownership plan, $1.7 million related to shares issued for the exercise of stock options, and $1.4 million related to stock-based compensation. These increases were partially offset by a $3.3 million reduction attributed to the repurchase of common stock. Retained earnings increased by $25.0 million from $165.2 million at December 31, 2014, to $190.2 million at September 30, 2015, reflecting net income of $44.6 million less dividends paid of $18.8 million. Retained earnings were also impacted by the adoption of accounting guidance related to accounting for investments in qualified affordable housing projects in the first quarter of 2015. The adoption resulted in a $725,000 reduction of retained earnings. Accumulated other comprehensive loss declined from a net loss of $24.0 million at December 31, 2014 to a net loss of $22.0 million at September 30, 2015, reflecting a $3.2 million increase in unrealized gains on available-for-sale securities due to changes in market rates, and a $1.3 million decrease related to postretirement benefit plans. During the second quarter of 2015, the Company recorded a one-time $3.2 million loss to accumulated other comprehensive income due to the curtailment of its defined benefit pension plan in accordance with FASB ASC 715. Under regulatory requirements, amounts reported as accumulated other comprehensive income/loss related to net unrealized gain or loss on available-for-sale securities and the funded status of the Company’s defined benefit post-retirement benefit plans do not increase or reduce regulatory capital and are not included in the calculation of risk-based capital and leverage ratios.

Cash dividends paid in the first nine months of 2015 totaled approximately $18.8 million, representing 42.2% of year to date 2015 earnings. Cash dividends of $1.26 per common share paid in the first nine months of 2015 were up 5.0% over cash dividends of $1.20 per common share paid in the first nine months of 2014.

On July 24, 2014, the Company’s Board of Directors authorized, at the discretion of senior management, the repurchase of up to 400,000 shares of the Company’s outstanding common stock. Purchases may be made on the open market or in privately negotiated transactions over the 24 months following adoption of the repurchase program. The Company repurchased 27,892 shares in the second quarter of 2015 at an average price of $51.66 and 35,289 shares in the third quarter of 2015 at an average price of $52.11. As of September 30, 2015 the Company has repurchased an aggregate of 164,647 shares under the plan at an average price of $47.90.

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by Federal banking agencies. In July 2013, the FRB approved and published the final Basel III Capital Rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, including Tompkins Financial, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital, and address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios. It also replaces the existing risk-weighting approach, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords and implements the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings utilized in the federal banking agencies’ rules. The Basel III Capital Rules were effective for Tompkins on January 1, 2015 (subject to a phase-in period).

As required under Dodd-Frank, a new capital ratio, “common equity tier 1 capital ratio” (CET1) was established. This ratio allows only common equity to qualify as tier 1 capital. The new CET1 ratio also will include most elements of accumulated other comprehensive income, including unrealized securities gains and losses, as part of both total regulatory capital (numerator) and total assets (denominator). Community banks however were given the opportunity to make a one-time irrevocable election to include or not to include certain elements of other comprehensive income, most notably unrealized securities gains or losses. Tompkins elected to not include the certain items of other comprehensive income in its capital calculation.

In addition to setting higher minimum capital ratios, the new rules, introduce a capital conservation buffer, which must be added to each of the minimum capital ratios and is designed to absorb losses during periods of economic stress. The capital conservation buffer will be phased-in over five years beginning on January 1, 2016 and will be set at 2.5% when fully phased-in. If a banking organization fails to hold capital above minimum capital ratios, including the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

The final rules eliminated the proposed phase-out over 10 years of Trust Preferred Services, or “TRUPs” as tier 1 capital for banks, such as Tompkins Financial, that have less than $15 billion in total assets. Under the final rule, grandfathered TRUPs, such as Tompkins Financial’s outstanding TRUPs, would continue to qualify as tier 1 capital until they mature or are redeemed, up to a limit of 25% of tier 1 capital (for grandfathered TRUPs and other grandfathered tier 1 capital components).

The following table provides a summary of the Company’s capital ratios as of September 30, 2015.

REGULATORY CAPITAL ANALYSIS
September 30, 2015	Actual					Well Capitalized Requirement
(dollar amounts in thousands)	Amount		Ratio			Amount		Ratio
Total Capital (to risk weighted assets)	$	511,668		13.29	%	$	385,139		10.00	%
Tier 1 Capital (to risk weighted assets)	$	478,761		12.43	%	$	308,110		8.00	%
Tier 1 Common Equity (to risk weighted assets)	$	441,295		11.46	%	$	250,340		6.50	%
Tier 1 Capital (to average assets)	$	478,761		8.89	%	$	269,410		5.00	%

As illustrated above, the Company’s capital ratios at September 30, 2015 remained above the minimum requirements for well capitalized institutions. Total capital as a percent of risk weighted assets decreased from 13.6% as of December 31, 2014 to 13.3% at September 30, 2015. Tier 1 capital as a percent of risk weighted assets decreased from 12.8% at the end of 2014 to 12.4% as of September 30, 2015. Tier 1 capital as a percent of average assets was 8.9% at September 30, 2015 up from 8.7% at year-end December 31, 2014. Tier 1 common equity capital was 11.5% at the end of the third quarter of 2015, comparable to the first quarter of 2015. All risk based capital ratios were negatively impacted by the new Basel III requirements the Company was subject to in the reporting period.

As of September 30, 2015, the capital ratios for the Company’s subsidiary banks also exceeded the minimum levels required to be considered well capitalized.

Deposits and Other Liabilities

Total deposits of $4.4 billion at September 30, 2015 increased $267.9 million or 6.4% from December 31, 2014. The increase from year-end 2014 was comprised mainly of increases in money market savings and interest bearing checking deposits (up $200.1 million), and non interest bearing deposits (up $88.4 million) offset by lower time deposit accounts (down $20.7 million).

The most significant source of funding for the Company is core deposits. The Company defines core deposits as total deposits less time deposits of $250,000 or more (formerly $100,000), brokered deposits and municipal money market deposits. Core deposits of $3.6 billion increased $218.7 million at September 30, 2015 compared to year-end 2014. Core deposits represented 81.1% of total deposits at September 30, 2015, unchanged from December 31, 2014.

Municipal money market savings and interest checking accounts of $522.6 million at September 30, 2015 decreased $135.6 million or 20.6% from $658.2 million at year-end 2014. In general, there is a seasonal pattern to municipal deposits starting with a low point during July and August. Account balances tend to increase throughout the fall and into the winter months from tax deposits and the Company receives an additional inflow at the end of March from the electronic deposit of state funds.

The Company uses both retail and wholesale repurchase agreements. Retail repurchase agreements are arrangements with local customers of the Company, in which the Company agrees to sell securities to the customer with an agreement to repurchase those securities at a specified later date. Retail repurchase agreements totaled $49.5 million at September 30, 2015, and $60.7 million at December 31, 2014. Management generally views local repurchase agreements as an alternative to large time deposits. The Company’s wholesale repurchase agreements totaled $85.4 million at September 30, 2015 and included $55.0 million with the FHLB and $30.4 million with a large financial institution. Wholesale repurchase agreements totaled $86.3 million at December 31, 2014.

The Company’s other borrowings totaled $398.9 million at September 30, 2015, up $42.4 million or 11.9% from $356.5 million at December 31, 2014. Borrowings at September 30, 2015 included $64.7 million in FHLB overnight advances, $320.7 million of FHLB term advances, and a $13.5 million advance from a bank. Borrowings at year-end 2014 included $232.1 million in overnight advances from FHLB, $111.0 million of FHLB term advances, and a $13.5 million advance from a bank. Of the $320.7 million in FHLB term advance at September 30, 2015, $125.0 million is due over one year. In 2007, the Company elected the fair value option under FASB ASC Topic 825 for a $10.0 million advance with the FHLB. The fair value of this advance decreased by $226,000 (net mark-to-market gain of $226,000) over the nine months ended September 30, 2015.

Liquidity

The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, and business investment opportunities. The Company’s large, stable core deposit base and strong capital position are the foundation for the Company’s liquidity position. The Company uses a variety of resources to meet its liquidity needs, which include deposits, cash and cash equivalents, short-term investments, cash flow from lending and investing activities, repurchase agreements, and borrowings. The Company’s Asset/Liability Management Committee monitors asset and liability positions of the Company’s subsidiary banks individually and on a combined basis. The Committee reviews periodic reports on liquidity and interest rate sensitivity positions. Comparisons with industry and peer groups are also monitored. The Company’s strong reputation in the communities it serves, along with its strong financial condition, provides access to numerous sources of liquidity as described below. Management believes these diverse liquidity sources provide sufficient means to meet all demands on the Company’s liquidity that are reasonably likely to occur.

Core deposits, discussed above under “Deposits and Other Liabilities”, are a primary and low cost funding source obtained primarily through the Company’s branch network. In addition to core deposits, the Company uses non-core funding sources to support asset growth. These non-core funding sources include time deposits of $250,000 or more, brokered time deposits, national deposit listing services, municipal money market deposits, bank borrowings, securities sold under agreements to repurchase and overnight and term advances from the FHLB. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources of $1.4 billion at September 30, 2015 increased $79.0 million or 6.2% as compared to year end 2014. Non-core funding sources, as a percentage of total liabilities, were 27.0% at September 30, 2015, unchanged from December 31, 2014. The increase in non-core funding sources reflects an increase in FHLB borrowings, municipal money market deposits, and non-core time deposits.

Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $1.3 billion and $1.1 billion at September 30, 2015 and December 31, 2014, respectively, were either pledged or sold under agreements to repurchase. Pledged securities represented 83.0% of total securities at September 30, 2015, compared to 72.3% of total securities at December 31, 2014.

Cash and cash equivalents totaled $107.1 million as of September 30, 2015 which increased from $56.1 million at December 31, 2014. Short-term investments, consisting of securities due in one year or less, decreased from $79.8 million at December 31, 2014, to $68.5 million on September 30, 2015. The Company also had $7.7 million of securities designated as trading securities at September 30, 2015.

Cash flow from the loan and investment portfolios provides a significant source of liquidity. These assets may have stated maturities in excess of one year, but have monthly principal reductions. Total mortgage-backed securities, at fair value, were $753.5 million at September 30, 2015 compared with $769.3 million at December 31, 2014. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.1 billion at September 30, 2015 as compared to $1.1 billion at December 31, 2014. Aggregate amortization from monthly payments on these assets provides significant additional cash flow to the Company.

Liquidity is enhanced by ready access to national and regional wholesale funding sources including Federal funds purchased, repurchase agreements, brokered certificates of deposit, and FHLB advances. Through its subsidiary banks, the Company has borrowing relationships with the FHLB and correspondent banks, which provide secured and unsecured borrowing capacity. At September 30, 2015, the unused borrowing capacity on established lines with the FHLB was $1.2 billion. As members of the FHLB, the Company’s subsidiary banks can use certain unencumbered mortgage-related assets and securities to secure additional borrowings from the FHLB. At September 30, 2015, total unencumbered residential mortgage loans and securities of the Company were $536.1 million. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.

The Company has not identified any trends or circumstances that are reasonably likely to result in material increases or decreases in liquidity in the near term.

The Company continues to evaluate the potential impact on liquidity management of regulatory proposals, including Basel III and those required under the Dodd-Frank Act.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

Interest rate risk is the primary market risk category associated with the Company’s operations. Interest rate risk refers to the volatility of earnings caused by changes in interest rates. The Company manages interest rate risk using income simulation to measure interest rate risk inherent in its on-balance sheet and off-balance sheet financial instruments at a given point in time. The simulation models are used to estimate the potential effect of interest rate shifts on net interest income for future periods. Each quarter, the Company’s Asset/Liability Management Committee reviews the simulation results to determine whether the exposure of net interest income to changes in interest rates remains within levels approved by the Company’s Board of Directors. The Committee also considers strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. The Company does not currently use derivatives, such as interest rate swaps, to manage its interest rate risk exposure, but may consider such instruments in the future.

The Company’s Board of Directors has set a policy that interest rate risk exposure will remain within a range whereby net interest income will not decline by more than 10% in one year as a result of a 100 basis point parallel change in rates. Based upon the simulation analysis performed as of August 31, 2015 a 200 basis point parallel upward change in interest rates over a one-year time frame would result in a one-year decrease in net interest income from the base case of approximately 1.0%, while a 100 basis point parallel decline in interest rates over a one-year period would result in an decrease in one-year net interest income from the base case of 1.0%. The simulation assumes no balance sheet growth and no management action to address balance sheet mismatches.

If rates rise in a parallel fashion (+200 basis points over 12 months, or +400 basis points over 24 months), net interest income is expected to trend slightly below the base assumption, as upward adjustments to rate sensitive deposits and short-term funding outpace increases to asset yields which are concentrated in intermediate to longer-term products. As market movements stabilize over the next 12 to 24 months, funding cost increases slow while asset yields continue to cycle into the higher rate environment. As a result, net interest income improves for the remainder of the projection period.

Although the simulation model is useful in identifying potential exposure to interest rate movements, actual results may differ from those modeled as the repricing, maturity, and prepayment characteristics of financial instruments may change to a different degree than modeled. In addition, the model does not reflect actions that management may employ to manage the Company’s interest rate risk exposure. The Company’s current liquidity profile, capital position, and growth prospects, offer a level of flexibility for management to take actions that could offset some of the negative effects of unfavorable movements in interest rates. Management believes the current exposure to changes in interest rates is not significant in relation to the earnings and capital strength of the Company.

In addition to the simulation analysis, management uses an interest rate gap measure. The table below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of September 30, 2015. The Company’s one-year net interest rate gap was a negative $249.2 million or 4.5% of total assets at September 30, 2015, compared with a negative $225.8 million or 4.28% of total assets at December 31, 2014. A negative gap position exists when the amount of interest-bearing liabilities maturing or repricing exceeds the amount of interest-earning assets maturing or repricing within a particular time period. This analysis suggests that the Company’s net interest income is moderately more vulnerable to an increasing rate environment than it is to a prolonged declining interest rate environment. An interest rate gap measure could be significantly affected by external factors such as a rise or decline in interest rates, loan or securities prepayments, and deposit withdrawals.

Condensed Static Gap – September 30, 2015						Repricing Interval

(in thousands)	Total		0-3 months			3-6 months			6-12 months			Cumulative 12 months

Interest-earning assets¹	$	5,192,080	$	1,012,675		$	265,649		$	436,336		$	1,714,660
Interest-bearing liabilities		3,896,615		1,416,598			250,793			296,420			1,963,811
Net gap position				(403,923	)		14,856			139,916			(249,151	)
Net gap position as a percentage of total assets				(7.22	%)		0.27	%		2.50	%		(4.45	%)

¹Balances of available securities are shown at amortized cost

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of September 30, 2015. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2015, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Due to the nature of the Company’s business, the Company is party to a certain amount of litigation arising out of the ordinary course of the Company’s business. In the opinion of management, there are no pending claims which, if determined adversely, would have a material effect on the Company’s results of operations or financial condition.

Item 1A.

Risk Factors

There have been no material changes in the risk factors previously disclosed under Item 1A. of the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2014.

Item 2.

Unregistered Sales of Equity Securities and the Use of Proceeds

Issuer Purchases of Equity Securities
	Total Number of Shares Purchased (a)		Average Price Paid Per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (d)

July 1, 2015 through July 31, 2015		1,724	$	53.92		0		270,642

August 1, 2015 through August 31, 2015		5,380		52.22		3,589		267,053

September 1, 2015 through September 30, 2015		32,062		52.18		31,700		235,353

Total		39,166	$	52.26		35,289		235,353

Included in the table above are 1,724 shares purchased in July 2015, at an average cost of $53.92, and 596 shares purchased in August 2015, at an average cost of $54.42 by the trustee of the rabbi trust established by the Company under the Company’s Stock Retainer Plan For Eligible Directors of Tompkins Financial Corporation and Participating Subsidiaries and were part of the director deferred compensation under that plan. In addition, (i) 1,195 shares tendered by employees, with an average value of $52.96, in July 2015, in order to cover option exercise prices, and (ii) 362 shares, with an average value of $52.98; which were withheld in September 2015 from vested restricted stock grants in order to fund the employee’s tax liabilities in connection therewith.

On July 24, 2014, the Company’s Board of Directors authorized a new stock repurchase plan for the Company to repurchase up to 400,000 shares of the Company’s common stock. Purchases may be made over the 24 months following adoption of the plan. The repurchase program may be suspended, modified or terminated at any time for any reason. As of the date of this report, the Company has repurchased 164,647 shares under this program, at an average price of $47.90.

Recent Sales of Unregistered Securities

None

Item 3.	Defaults Upon Senior Securities

	None

Item 4.	Mine Safety Disclosure

	Not applicable

Item 5.	Other Information

None

Item 6.	Exhibits

The information called for by this item is incorporated by reference to the Exhibit Index included in this Quarterly Report on Form 10-Q, immediately following the signature page.

SIGNATURES

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

Date:	November 09, 2015

TOMPKINS FINANCIAL CORPORATION

By:	/S/ Stephen S. Romaine
	Stephen S. Romaine
	President and Chief Executive Officer
	(Principal Executive Officer)

By:	/S/ Francis M. Fetsko
	Francis M. Fetsko
	Executive Vice President, Chief Financial Officer, and Chief Operating Officer
	(Principal Financial Officer)
	(Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description

31.1	Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2	Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1	Certification of Principal Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350

32.2	Certification of Principal Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, 18 U.S.C. Section 1350

101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Condition as of September 30, 2015 and December 31, 2014; (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2015 and 2014; and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

TOMPKINS FINANCIAL CORP - FORM 10-Q - November 9, 2015

Attached files

TOMPKINS FINANCIAL CORP Reports