# Tompkins Financial Corp: Form 10-K for the period ended Dec 31, 2015 - Company: [Tompkins Financial Corp](/companies/tmp.md) (CIK 1005817) - Form: 10-K - Filed: 2016-03-15 - Accepted by EDGAR: Mar 15, 2016, 20:22 ET - Period: 2015-12-31 - Accession: 0001387131-16-004584 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1005817/000138713116004584/tmp-10k_123115.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1005817/000138713116004584/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2015-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Interest expense | 3 months, 2015-10-01 to 2015-12-31 | $5.1m | us-gaap:InterestExpense | | Interest expense | 12 months, 2015-01-01 to 2015-12-31 | $20.4m | us-gaap:InterestExpense | | Income tax | 12 months, 2015-01-01 to 2015-12-31 | $29.0m | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2015-10-01 to 2015-12-31 | $13.9m | us-gaap:NetIncomeLoss | | Net income | 12 months, 2015-01-01 to 2015-12-31 | $58.4m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2015-10-01 to 2015-12-31 | $0.92 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 12 months, 2015-01-01 to 2015-12-31 | $3.87 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2015-10-01 to 2015-12-31 | $0.93 | us-gaap:EarningsPerShareBasic | | Basic EPS | 12 months, 2015-01-01 to 2015-12-31 | $3.91 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 12 months, 2015-01-01 to 2015-12-31 | 14,863,026 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 12 months, 2015-01-01 to 2015-12-31 | $82.4m | us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations | | Capital expenditure | 12 months, 2015-01-01 to 2015-12-31 | $6.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Dividends paid | 12 months, 2015-01-01 to 2015-12-31 | $25.4m | us-gaap:PaymentsOfDividendsCommonStock | | Share repurchases | 12 months, 2015-01-01 to 2015-12-31 | $3.5m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Cash and equivalents | at 2015-12-31 | $58.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Total assets | at 2015-12-31 | $5.69bn | us-gaap:Assets | | Total liabilities | at 2015-12-31 | $5.17bn | us-gaap:Liabilities | | Shareholders' equity | at 2015-12-31 | $515.0m | us-gaap:StockholdersEquity | ## Business As filed, 61,509 characters. *The disclosures set forth in this Item 1. Business are qualified by the section captioned “Forward-Looking Statements” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report and other cautionary statements set forth elsewhere in this Report.* General 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. At December 31, 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 Company provides a full array of trust and investment services under the Tompkins Financial Advisors brand, 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.” Tompkins was organized in 1995, under the laws of the State of New York, as a bank holding company for the Trust Company, a commercial bank that has operated in Ithaca, New York and surrounding communities since 1836. Information relating to revenues, profit and loss, and total assets for the Company’s three business segments - banking, insurance, and wealth management - is incorporated herein by reference to Part II, Item 8. of this Report. 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. The Company's most recent material acquisition was its 2012 acquisition of VIST Financial, a financial holding company headquartered in Wyomissing, Pennsylvania, and parent to VIST Bank, VIST Insurance, LLC ("VIST Insurance"), and VIST Capital Management, LLC ("VIST Capital Management"). Although Tompkins is a corporate entity, legally separate and distinct from its affiliates, bank holding companies such as Tompkins are generally required to act as a source of financial strength for their banking subsidiaries. Tompkins’ principal source of income is dividends from its subsidiaries. There are certain regulatory restrictions on the extent to which these subsidiaries can pay dividends or otherwise supply funds to Tompkins. See the section “Supervision and Regulation” for further details. ### Narrative Description of Business Information about the Company’s business segments are included in “Note 22 Segment and Related Information” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. The Company has identified three business segments, consisting of banking, insurance and wealth management. 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, agricultural loans, consumer loans, real estate loans, and leases in those same areas. The Company’s lending function is managed within the guidelines of a comprehensive Board-approved lending policy. Policies and procedures are reviewed on a regular basis. 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. The Company has an independent third party loan review process that reviews and validates the risk identification and assessment made by the lenders and credit personnel. The results of these reviews are presented to the Board of Directors of each of the Company’s banking subsidiaries, and the Company’s Audit Committee. 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. The Company’s principal sources of income include interest income on loans and securities. The Company maintains a portfolio of securities such as obligations of U.S. government agencies and U.S. government sponsored entities, obligations of states and political subdivisions thereof, and equity securities. Management typically invests in securities with short to intermediate average lives in order to better match the interest rate sensitivities of its assets and liabilities. Investment decisions are made within policy guidelines established by the Company’s Board of Directors. The investment policy is based on the asset/liability management goals of the Company, and is monitored by the Company’s Asset/Liability Management Committee. The intent of the policy is to establish a portfolio of high quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. Tompkins Insurance Agencies Inc. was formed in 2001, resulting from an acquisition. 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 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, 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. Wealth management services consists 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. Tompkins provides a variety of financial services to individuals and small business customers. Some of the traditional services are detailed below. ### Banking Services The Company’s subsidiary banks provide financial services to corporations and other business clients. Lending activities include loans for a variety of business purposes, including real estate financing, construction, equipment financing, accounts receivable financing, and commercial leasing. Other commercial services include deposit and cash management services, letters of credit, sweep accounts, credit cards, purchasing cards, Internet-based account services, and remote deposit services. The Company’s subsidiary banks provide a variety of retail banking services including checking accounts, savings accounts, time deposits, IRA products, brokerage services, residential mortgage loans, personal loans, home equity loans, credit cards, debit cards and safe deposit services. Retail services are accessible through a variety of delivery systems including branch facilities, ATMs, voice response, Mobile banking, Internet banking, and remote deposit services. ### Trust and Investment Management Services The Company offers a comprehensive suite of financial services to customers, including investment management, trust and estate, financial and tax planning as well as life, disability and long-term care insurance services. These services are offered by Tompkins Trust Company, using the trade name of Tompkins Financial Advisors. Tompkins Financial Advisors has office locations at all four of the Company’s subsidiary banks. ### Insurance Services The Company provides property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance through Tompkins Insurance. ### Subsidiaries The Company operates four banking subsidiaries, and an insurance agency subsidiary. In addition, the Company also owns 100% of the common stock of Tompkins Capital Trust I, Sleepy Hollow Capital Trust I, Leesport Capital Trust II, and Madison Statutory Trust I. The Company’s banking subsidiaries operate 63 offices, including 2 limited-service offices, with 44 banking offices located in New York and 19 banking offices located in southeastern Pennsylvania. The decision to operate as four locally managed community banks reflects management’s commitment to community banking as a business strategy. For Tompkins, personal delivery of high quality services, a commitment to the communities in which we operate, and the convergence of a single-source financial service provider characterize management’s community banking approach. The combined resources of the Tompkins organization provides increased capacity for growth and the greater capital resources necessary to make investments in technology and services. Tompkins has a comprehensive suite of products and services that are now available in the markets served by all four banking subsidiaries. These services include trust and investment services, insurance, leasing, card services, internet banking, and remote deposit services. ### Tompkins Trust Company (the “Trust Company”) The Trust Company is a New York State-chartered commercial bank that has operated in Ithaca, New York and surrounding communities since 1836. The Trust Company provides trust and investment services through Tompkins Investment Services (“TIS”), a division of Tompkins Trust Company. Tompkins Investment Services has office locations at all four of the Company’s subsidiary banks, and provides a full range of money management services. The Trust Company operates 13 banking offices, including one limited-service banking office in the counties of Tompkins, Cortland, Cayuga and Schuyler, New York. The Trust Company’s largest market area is Tompkins County, which has a population of approximately 104,000. Education plays a significant role in the Tompkins County economy with Cornell University and Ithaca College being two of the county’s major employers. The Trust Company has a full-service office in Cortland, New York and a full-service office in Auburn, New York. Both of these offices are located in counties contiguous to Tompkins County. The Trust Company also recently announced plans to expand into Onondaga County, with an office expected to open in 2016. As of December 31, 2015, the Trust Company had total assets of $1.8 billion, total loans of $1.0 billion and total deposits of $1.4 billion. ### Tompkins Bank of Castile Tompkins Bank of Castile is a New York State-chartered commercial bank and conducts its operations through its 17 banking offices, in towns situated in and around the areas commonly known as the Genesee Valley region of New York State. The main business office for Tompkins Bank of Castile is located in Batavia, New York and is shared with Tompkins Insurance. Tompkins Bank of Castile serves a five-county market, much of which is rural in nature, but also includes Monroe County (population approximately 750,000), where the city of Rochester is located. The population of the counties served by Tompkins Bank of Castile, other than Monroe, is approximately 210,000. Tompkins Bank of Castile’s lending portfolio includes loans to the agricultural industry. As of December 31, 2015, Tompkins Bank of Castile had total assets of $1.3 billion, total loans of $931.6 million and total deposits of $1.1 billion. ### Tompkins Mahopac Bank (formerly known as Mahopac National Bank) Mahopac Bank is a commercial bank that operates 14 banking offices. The 14 banking offices include 5 full-service offices in Putnam County, New York, 3 full-service offices in Dutchess County, New York, and 6 full-service offices in Westchester County, New York. Putnam County has a population of approximately 100,000 and is about 60 miles north of Manhattan. Dutchess County has a population of approximately 297,000, and Westchester County has a population of approximately 969,000. As of December 31, 2015, Tompkins Mahopac Bank had total assets of $1.1 billion, total loans of $732.0 million and total deposits of $900.8 million. ### Tompkins VIST Bank Tompkins VIST Bank is a full service Pennsylvania State-charted commercial bank that was acquired as part of the VIST acquisition in August 2012. Tompkins VIST Bank operates 19 banking offices in Pennsylvania, including one limited-service office. The 19 banking offices include 11 offices in Berks County, 5 offices in Montgomery County, 1 office in Philadelphia County, 1 office in Delaware County and 1 office in Schuylkill County. The population of the counties served by Tompkins VIST Bank is Philadelphia 1.6 million, Montgomery 812,000, Delaware 562,000, Berks 414,000 and Schuykill 147,000. The main office is located in Wyomissing, Pennsylvania. As of December 31, 2015, Tompkins VIST Bank had total assets of $1.4 billion, total loans of $1.1 billion and total deposits of $1.0 billion. #### Tompkins Insurance Agencies, Inc. (“Tompkins Insurance”) Tompkins Insurance is headquartered in Batavia, New York. Insurance services include property and casualty insurance, employee benefit consulting, and life, long-term care and disability insurance. 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 2012 VIST Financial acquisition, which included VIST Insurance (now merged with and into Tompkins Insurance), nearly doubled the Company’s annual insurance revenues. Tompkins Insurance offers services to customers of the Company’s banking subsidiaries by sharing offices with Tompkins Bank of Castile, Trust Company, and Tompkins VIST Bank. In addition to these shared offices, Tompkins Insurance has five stand-alone offices in Western New York and two stand-alone offices in Tompkins County, New York and one stand-alone office in Montgomery County, Pennsylvania. ### Tompkins Capital Trust I Tompkins Capital Trust I is a Delaware statutory business trust formed in 2009. In 2009, Tompkins Capital Trust I issued $20.5 million of trust preferred securities and lent the proceeds to the Company to support business growth and for general corporate purposes. The Company guarantees, on a subordinated basis, payments of distributions on the trust preferred securities and payments on the redemption of the trust preferred securities. In accordance with the applicable accounting standards related to variable interest entities, the accounts of Tompkins Capital Trust I are not included in the Company’s consolidated financial statements. However, the $20.5 million of fixed rate (7%) trust preferred securities issued by Tompkins Capital Trust I are included in the Tier 1 capital of the Company for regulatory capital purposes pursuant to regulatory guidelines. ### Sleepy Hollow Capital Trust I Sleepy Hollow Capital Trust I, a Delaware statutory business trust, was formed in 2003 and issued $4.0 million of floating rate (three-month LIBOR plus 305 basis points) trust preferred securities. The Company acquired Sleepy Hollow Capital Trust I through the acquisition of Sleepy Hollow Bancorp, Inc. in 2008. ### Leesport Capital Trust II Leesport Capital Trust II, a Delaware statutory business trust, was formed in 2002 and issued $10.0 million of mandatory redeemable capital securities carrying a floating interest rate of three month LIBOR plus 3.45%. The Company assumed the rights and obligations of VIST Financial pertaining to the Leesport Capital Trust II through the Company’s acquisition of VIST Financial in 2012. ### Madison Statutory Trust I Madison Statutory Trust I, a Connecticut statutory business trust formed in 2003, issued $5.0 million of mandatory redeemable capital securities carrying a floating interest rate of three month LIBOR plus 3.10%. VIST Financial assumed Madison Statutory Trust I pursuant to the purchase of Madison Bancshares Group, Ltd in 2004. The Company assumed the rights and obligations of VIST Financial pertaining to the Madison Statutory Trust I through the Company’s acquisition of VIST Financial in 2012. For additional details on the above capital trusts refer to “Note 11 - Trust Preferred Debentures” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. ### Competition Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its business, 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 services 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. Competition among financial institutions is based upon interest rates offered on deposit accounts, interest rates charged on loans and other credit and service charges, the quality and scope of the services rendered the convenience of facilities and, in the case of loans to commercial borrowers, relative lending limits. 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. ### Supervision and Regulation ### Regulatory Agencies As a registered financial holding company, the Company is regulated under the Bank Holding Company Act of 1956 as amended (“BHC Act”), 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 (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s common stock is traded on the NYSE MKT LLC under the Symbol “TMP” and 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 Company’s wealth management subsidiary is subject to examination and regulation by various regulatory agencies, including the SEC and the Financial Industry Regulatory Authority (“FINRA”). 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. ### Federal Home Loan Bank System The Company’s banking subsidiaries are also members of the Federal Home Loan Bank (“FHLB”), which provides a central credit facility primarily for member institutions for home mortgage and neighborhood lending. The Company’s banking subsidiaries are subject to the rules and requirements of the FHLB, including the requirement to acquire and hold shares of capital stock in the FHLB in an amount at least equal to the sum of 0.35% of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, up to a maximum of $25.0 million. The Company’s banking subsidiaries were in compliance with FHLB rules and requirements as of December 31, 2015. ### Regulatory Reform The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was enacted in July 2010, has significantly changed the financial regulatory landscape in the United States. Many of the Dodd-Frank Act’s provisions are subject to final rulemaking by the U.S. financial regulatory agencies. While many of the regulations that directly affect the Company’s businesses have been adopted, the full impact of the Dodd-Frank Act will depend to a large extent on how such rules are phased-in and implemented by the primary U.S. financial regulatory agencies. The Company continues to analyze the impact of rules adopted under the Dodd-Frank Act on the Company’s businesses. However, the full impact will not be known until the rules, and other regulatory initiatives that overlap with the rules are finalized and their combined impacts can be understood. Because the Company has total consolidated assets of less than $50 billion, the Company will be exempt from certain provisions of the Dodd-Frank Act which pertain only to larger institutions. The Dodd-Frank Act broadened the base for FDIC insurance assessment, as discussed in greater detail below. The legislation also contained provisions impacting publicly-traded companies generally, such as requirements that companies give shareholders a non-binding vote on executive compensation and “golden parachute” payments, and include numerous additional compensation-related disclosures in their proxy materials. As required by the Dodd-Frank Act, the FRB and other federal banking regulators promulgated rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded. The Dodd-Frank Act established a new Bureau of Consumer Financial Protection (“CFPB”) with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. The Company and its subsidiaries are required to comply with the rules of the CFPB, however these rules are enforced by our primary regulators, the FRB and the FDIC, not the CFPB. The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be reasonable and proportional to the cost incurred by the issuer for the transaction. FRB regulations mandated by the Dodd-Frank Act limit interchange fees on debit cards to a maximum of 21 cents per transaction plus 5 basis points of the transaction amount. Issuers that, together with their affiliates, have less than $10 billion of assets, such as the Company, are exempt from the debit card interchange fee standards. However, FRB regulations prohibit all issuers, including the Company and its banking subsidiaries, from restricting the number of networks over which electronic debit transactions may be processed to less than two unaffiliated networks. The Dodd-Frank Act also required the federal financial regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). The statutory provision is commonly called the “Volcker Rule.” Compliance with the Volker Rule is generally required by July 21, 2017. The Volker Rule is not expected to have a material effect on the Company. ### Bank Holding Company Regulation In general, the BHC Act limits the business of bank holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto. In addition, bank holding companies that qualify and elect to be financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board), without prior approval of the FRB. Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and making merchant banking investments. The Company is registered as a financial holding company. To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed.” A depository institution subsidiary is considered to be “well capitalized” if it satisfies the requirements for this status discussed in the section captioned “Capital Adequacy and Prompt Corrective Action,” included elsewhere in this item. A depository institution subsidiary is considered “well managed” if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” and “well managed’ under applicable FRB regulations. If a financial holding company ceases to meet these capital and management requirements, the FRB’s regulations provide that the financial holding company must enter into an agreement with the FRB to comply with all applicable capital and management requirements. Until the financial holding company returns to compliance, the FRB may impose limitations or conditions on the conduct of its activities, and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the FRB. If the company does not return to compliance within 180 days, the FRB may require divestiture of the holding company’s depository institutions. Bank holding companies and banks must also be both well capitalized and well managed in order to acquire banks located outside their home state. In order for a financial holding company to commence any new activity permitted by the BHC Act or to acquire a company engaged in any new activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act (“CRA”). See the section captioned “Community Reinvestment Act” included elsewhere in this item. The FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company. ### Share Repurchases and Dividends Under FRB regulations, the Company may not, without providing prior notice to the FRB, purchase or redeem its own common stock if the gross consideration for the purchase or redemption, combined with the net consideration paid for all such purchases or redemptions during the preceding twelve months, is equal to ten percent or more of the Company’s consolidated net worth. FRB regulations provide that dividends shall not be paid except out of current earnings and unless the prospective rate of earnings retention by the Company appears consistent with its capital needs, asset quality, and overall financial condition. Tompkins’ primary source of funds to pay dividends on its common stock is dividends from its subsidiary banks. The subsidiary banks are subject to regulations that restrict the dividends that they may pay to Tompkins. ### Transactions with Affiliates and Other Related Parties There are Federal laws and regulations that govern transactions between the Company’s non-bank subsidiaries and its banking subsidiaries including Sections 23A and 23B of the Federal Reserve Act and related regulations. These laws establish certain quantitative limits and other prudent requirements for loans, purchases of assets, and certain other transactions between a member bank and its affiliates. In general, transactions between the banking subsidiaries and its non-bank subsidiaries must be on terms and conditions, including credit standards, that are substantially the same or at least as favorable to the banking subsidiaries as those prevailing at the time for comparable transactions involving non-affiliated companies. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization. The Company’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O as promulgated by the FRB. Among other things, these provisions require that extensions of credit to insiders (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital. In addition, extensions of credit in excess of certain limits must be approved by the Bank’s board of directors. ### Mergers and Acquisitions The BHC Act, the Bank Merger Act and other federal and state statutes regulate acquisitions of commercial banks. The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its parent holding company. Under the Bank Merger Act, the prior approval of the FRB or other appropriate bank regulatory authority is required for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the CRA (see the section captioned “Community Reinvestment Act” included elsewhere in this item) and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities. ### Support of Subsidiary Banks The Dodd-Frank Act codified the FRB’s longstanding policy of requiring bank holding companies to act as a source of financial and managerial strength to their subsidiary banks, as a statutory requirement. Under this requirement, Tompkins is expected to commit resources to support its banking subsidiaries, including at times when it may not be advantageous for Tompkins to do so. Any capital loans by a bank holding company to any of its subsidiary banks are subordinated in right of payment to deposits and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. ### Liability of Commonly Controlled Institutions FDIC-insured depository institutions can be held liable for any loss incurred, or reasonably expected to be incurred, by the FDIC due to the default of an FDIC-insured depository institution controlled by the same bank holding company, or for any assistance provided by the FDIC to an FDIC-insured depository institution controlled by the same bank holding company that is in danger of default. “Default” means generally the appointment of a conservator or receiver. “In danger of default” means generally the existence of certain conditions indicating that default is likely to occur in the absence of regulatory assistance. ### Capital Adequacy and Prompt Corrective Action 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 revised the risk-based capital requirements applicable to bank holding companies and depository institutions, including Tompkins, compared to the existing U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Basel III Capital Rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach, which was derived from the Basel I capital accords of the Basel Committee, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 “Basel II” capital accords. The Basel III Capital Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules. The Basel III Capital Rules became effective for Tompkins on January 1, 2015 (subject to a phase-in period). The Basel III Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the deductions/adjustments as compared to existing regulations. Under the Basel III Capital Rules, the initial minimum capital ratios as of January 1, 2015 are as follows: - 4.0% Tier 1 capital ratio to average consolidated assets (known as the “leverage ratio”) - 4.5% CET1 to risk-weighted assets; - 6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; - 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and When fully phased in on January 1, 2019, the Basel III Capital Rules will require Tompkins to maintain (i) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which when fully phased in, effectively results in a minimum ratio of CET1 to risk-weighted assets of at least 7%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which when fully phased in, effectively results in a minimum Tier 1 capital ratio of 8.5%), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which when fully phased in, effectively results in a minimum total capital ratio of 10.5%) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets. The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and is not expected to have any current applicability to Tompkins. The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules impose stricter regulatory capital deductions from and adjustments to capital, with most deductions and adjustments taken against CET1 capital. These include, for example, the requirement that (i) mortgage servicing assets, net of associated deferred tax liabilities; (ii) deferred tax assets, which cannot be realized through net operating loss carrybacks, net of any relative valuation allowances and net of deferred tax liabilities; and (iii) significant investments (i.e. 10% or more ownership) in unconsolidated financial institutions be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% to CET1. Under the Basel III Capital Rule, the effect of certain accumulated other comprehensive items are not excluded, which could result in significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Company’s securities portfolio. Contained within the rule was a one-time option to permanently opt-out of the inclusion of accumulated other comprehensive income in the capital calculation based upon asset size. Tompkins decided to opt out of this requirement in January 2015. The Basel III Capital Rules also require the phase-out of certain hybrid securities, such as trust preferred securities, as Tier 1 capital of bank holding companies in equal installments between 2013 and 2016. Trust preferred securities no longer included in Tier 1 capital may nonetheless be included as a component of Tier 2 capital. However, because the trust preferred securities of Tompkins were issued prior to May 19, 2010, and because Tompkins’ total consolidated assets were less than $15.0 billion as of December 31, 2009, our trust preferred securities are permanently grandfathered under the final rule and may continue to be included as Tier 1 capital. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a four-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). In addition, the Basel III Capital Rules provide more advantageous risk weights for derivatives and repurchase-style transactions cleared through a qualifying central counterparty and increase the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation. The Standardized Approach Proposal expands the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories, including many residential mortgages and certain commercial real estate. Specifics include, among other things: - Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans. - For residential mortgage exposures, the current approach of a 50% risk weight for high-quality seasoned mortgages and a 100% risk-weight for all other mortgages is replaced with a risk weight of between 35% and 200% depending upon the mortgage’s loan-to-value ratio and whether the mortgage is a “category 1” or “category 2” residential mortgage exposure (based on eight criteria that include the term, use of negative amortization, balloon payments and certain rate increases). - Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are 90 days past due. - Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%). - Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction. - Providing for a 100% risk weight for claims on securities firms. - Eliminating the current 50% cap on the risk weight for OTC derivatives. With respect to the Company’s banking subsidiaries, the Basel III Capital Rules revised the “prompt corrective action” (“PCA”) regulations adopted pursuant to Section 38 of the FDIA, by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to 6%); and (iii) eliminating the provision that permitted a bank with a composite supervisory rating of 1 and a 3% leverage ratio to be considered adequately capitalized. The Capital Rules did not change the total risk-based capital requirement for any PCA category. Management believes that the Company is in compliance, and will continue to be in compliance, with the targeted capital ratios as such requirements are phased in. For further information concerning the regulatory capital requirements, actual capital amounts and the ratios of Tompkins and its bank subsidiaries, see the discussion in “Note 20 - Regulations and Supervision” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. ### Deposit Insurance Substantially all of the deposits of the Company’s banking subsidiaries are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance to $250,000 per deposit category, per depositor, per institution retroactive to January 1, 2008. The Company’s banking subsidiaries pay deposit insurance premiums to the FDIC based on assessment rates established by the FDIC. The assessment rates are based upon the risk the institution poses to the Deposit Insurance Fund, or DIF. Under this assessment system, risk is defined and measured using an institution’s supervisory ratings with other risk measures, including financial ratios. The current total base assessment rates on an annualized basis range from 2.5 basis points for certain “well-capitalized,” “well-managed” banks, with the highest ratings, to 45 basis points for institutions posing the most risk to the DIF. The FDIC may raise or lower these assessment rates on a quarterly basis based on various factors to achieve a reserve ratio, which the Dodd-Frank Act has mandated to be no less than 1.35 percent of insured deposits. In 2011, the FDIC redefined the deposit insurance assessment base to equal average consolidated total assets minus average tangible equity as required by the Dodd-Frank Act. FDIC insurance expense totaled $3.0 million, $2.9 million and $3.2 million in 2015, 2014 and 2013, respectively. FDIC insurance expense includes deposit insurance assessments, assessments related to participation in the Temporary Liquidity Guaranty Program (“TLGP”) program, and Financing Corporation (“FICO”) assessments related to outstanding FICO bonds. FICO is a mixed-ownership government corporation established by the Competitive Equality Banking Act of 1987 whose sole purpose was to function as a financing vehicle for the now defunct Federal Savings & Loan Insurance Corporation. The Company paid FICO assessments of $288,000 in 2015, $282,000 in 2014, and $286,000 in 2013. ### Depositor Preference The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of an insured depository, the claims of depositors of the institution, including the claims of the FDIC, as subrogee of the insured depositors, and certain claims for administrative expenses of the FDIC as receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institutions. ### Community Reinvestment Act The Company’s subsidiary banks are subject to the Community Reinvestment Act (“CRA”) and to certain fair lending and reporting requirements that relate to home mortgage lending. The CRA requires the federal banking regulators to assess the record of a financial institution in meeting the credit needs of the local communities, including low-and moderate-income neighborhoods, consistent with the safe and sound operation of the bank. The federal agencies consider an institution’s performance under the CRA in evaluating applications for mergers and acquisitions, and new offices. The ratings assigned by the federal agencies are publicly disclosed. As of December 31, 2015 the Company’s subsidiary banks all had ratings of satisfactory or better. ### Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 implemented a broad range of corporate governance, accounting and reporting requirements for companies that have securities registered under the Exchange Act. These requirements include: (1) requirements for audit committees, including independence and financial expertise; (2) certification of financial statements by the chief executive officer and chief financial officer of the reporting company; (3) standards for auditors and regulation of audits; (4) disclosure and reporting requirements for the reporting company and directors and executive officers; and (5) a range of civil and criminal penalties for fraud and other violations of securities laws. ### The USA Patriot Act The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) imposes obligations on financial institutions, including banks and broker-dealer subsidiaries to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. ### Financial Privacy In accordance with the Gramm Leach Bliley Act, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. ### Office of Foreign Assets Control Regulation The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are known as the “OFAC” rules based on their administration by the US Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions take many forms. Generally, however, they include restrictions on trade with or investment in a sanctioned country and a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest. ### Consumer Protection Laws In connection with their lending and leasing activities, the Company’s banking subsidiaries are subject to a number of federal and state laws designed to protect borrowers and promote lending. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act of 2003, the Truth in Lending Act, the Home Mortgage Disclosure Act, and the Real Estate Settlement Procedures Act, and similar laws at the State level. On January 10, 2013, the CFPB issued a final rule implementing the ability-to-repay and qualified mortgage (QM) provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The QM Rule provides that a lender making a special type of loan, known as a Qualified Mortgage, is entitled to presume that the loan complies with the ATR safe harbor requirements. The QM Rule establishes different types of Qualified Mortgages that are generally identified as loans with restriction on loan features, limits or fees being changed and underwriting requirements. The QM Rule is effective for loan applications taken on or after January 1, 2014. ### Cybersecurity In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties. In the ordinary course of business, Tompkins relies on electronic communications and information systems to conduct our operations and to store sensitive data. Tompkins employs an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. Tompkins employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the threat from cyber attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, Tompkins has not experienced a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, our systems and those of our customers and third-party service providers are under constant threat and it is possible that we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking and other technology-based products and services by us and our customers. See Item 1A. Risk Factors for a further discussion of risks related to cybersecurity. ### Incentive Compensation The Dodd-Frank Act required the federal bank regulatory agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities, such as the Company, having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in 2011, but the regulations have not been finalized. Officials from the FRB have recently indicated that the U.S. banking regulators are in the process of preparing for public comment a new rule on incentive compensation. If these or other regulations are adopted in a form similar to that initially proposed, they will impose limitations on the manner in which the Company may structure compensation for its executives. Given the uncertainty at this time whether or when a final rule will be adopted, management cannot determine the potential impact on the Company. In 2010, the FRB, OCC and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Management believes the current and past compensation practices of the Company do not encourage excessive risk taking or undermine the safety and soundness of the organization. The FRB will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. ### Other Legislative Initiatives From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory authorities. These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to change the financial institution regulatory environment. Such legislation could change banking laws and the operating environment of Tompkins in substantial, but unpredictable ways. We cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on our financial condition or results of operations. ### Employees At December 31, 2015, the Company had 1,038 employees, approximately 117 of whom were part-time. No employees are covered by a collective bargaining agreement and the Company believes its employee relations are excellent. ### Available Information The Company maintains a website at www.tompkinsfinancial.com. The Company makes available free of charge through its website its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, its proxy statements related to its shareholders’ meetings, and amendments to these reports or statements, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the SEC. Copies of these reports are also available at no charge to any person who requests them, with such requests directed to Tompkins Financial Corporation, Investor Relations Department, The Commons, Ithaca, New York 14851, telephone no. (888) 503-5753. Materials that the Company files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. This information may also be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K, or into any other report filed with or furnished to the SEC by the Company. ## Risk factors As filed, 31,103 characters. The Company’s business, operating results, financial condition, liquidity, and cash flow may be impacted by numerous factors, including but not limited to those discussed below. These items may cause the Company’s results to vary materially from recent results. ### Risks Related to the Company’s Business **Repayment of the Company’s commercial business loans is often dependent on the cash flows of the borrower, which may be difficult to predict, and the collateral securing these loans may fluctuate in value.** The Company offers different types of commercial loans to a variety of businesses. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values. As such, declines in real estate valuations in the Company’s market area would lower the value of the collateral securing these loans. The Company’s commercial business loans are primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the borrower, with liquidation of the underlying real estate collateral being viewed as the primary source of repayment in the event of borrower default. The borrowers’ cash flow may be difficult to predict, and collateral securing these loans may fluctuate in value. The repayment of commercial business loans depends primarily on the cash flow and credit worthiness of the borrower and secondarily on the underlying collateral provided by the borrower. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment. As of December 31, 2015, commercial and commercial real estate loans totaled $2.6 billion or 68.7% of total loans. As part of the Company’s commercial business lending activities, the Company originates agricultural loans, consisting of agricultural real estate loans and agricultural operating loans. As of December 31, 2015, $177.3 million or 4.7% of the Company’s total loan portfolio consisted of agriculturally-related loans, including $89.0 million in agricultural real estate loans and $88.3 million in agricultural operating loans. Payments on agricultural loans, primarily dairy loans, are dependent on the profitable operation or management of the related farm property. The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields, declines in market prices for agricultural products and the impact of governmental regulations and subsidies. Many farms are dependent upon a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. While agricultural operating loans are generally secured by a blanket lien on the farm’s operating assets, any repossessed collateral in respect of a defaulted loan may not provide an adequate source of repayment of the outstanding balance. **Declines in asset values may result in impairment charges and may adversely affect the value of the Company’s investments, financial performance, and capital.** A majority of the Company’s investment portfolio is comprised of securities which are collateralized by residential mortgages. These residential mortgage-backed securities include securities of U.S. government agencies, U.S. government-sponsored entities, and private-label collateralized mortgage obligations (“CMOs”). The Company’s securities portfolio also includes obligations of U.S. government-sponsored entities, obligations of states and political subdivisions thereof, U.S. corporate debt securities and equity securities. A more detailed discussion of the investment portfolio, including types of securities held, the carrying and fair values, and contractual maturities is provided in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Report. The fair value of investments may be affected by factors other than the underlying performance of the issuer or composition of the obligations themselves, such as rating downgrades, adverse changes in the business climate and a lack of liquidity for resale of certain investment securities. The Company periodically, but not less than quarterly, evaluates investments and other assets for impairment indicators. Under U.S. generally accepted accounting principles, declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings to the extent the impairment is related to credit losses. The amount of the impairment related to other non-credit related factors for available-for-sale securities is recognized 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 fair value of certain investments in the Company’s securities portfolio, and the amount of any recorded charges for other-than-temporary impairment (“OTTI”) during the most recent fiscal year, are discussed in Part II, Item 8 of this Report on Form 10-K. Given the market conditions and the significant judgments involved, there is risk that further declines in fair value may occur and additional OTTI charges may be recorded in earnings in future periods. As of December 31, 2015, the Company had $104.2 million of goodwill and other intangible assets. The Company is required to test our goodwill for impairment on a periodic basis. A significant decline in the Company’s expected future cash flows, a significant adverse change in business climate, slower growth rates or a significant and sustained decline in the price of the Company’s common stock, may necessitate taking charges in the future related to the impairment of the Company’s goodwill and intangible assets. If an impairment determination is made in a future reporting period, the Company’s earnings and the book value of these intangible assets would be reduced by the amount of the impairment. **The Company may be adversely affected by the soundness of other financial institutions.** Financial services institutions are interrelated as a result of counterparty relationships. The Company has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry. The most important counterparty for the Company, in terms of liquidity, is the Federal Home Loan Bank of New York (“FHLBNY”). The Company also has a relationship with the Federal Home Loan Bank of Pittsburgh (“FHLBPITT”). The Company uses FHLBNY as its primary source of overnight funds and also has long-term advances and repurchase agreements with FHLBNY. The Company has placed sufficient collateral in the form of commercial and residential real estate loans at FHLBNY. In addition, the Company is required to hold stock in FHLBNY and FHLBPITT. The amount of borrowed funds and repurchase agreements with the FHLBNY and FHLBPITT, and the amount of FHLBNY and FHLBPITT stock held by the Company, at its most recent fiscal year-end are discussed in Part II, Item 8 of this Report on Form 10-K. There are 12 branches of the FHLB, including New York and Pittsburgh. The FHLBNY and the FHLBPITT are jointly and severally liable along with the other Federal Home Loan Banks for the consolidated obligations issued on behalf of the Federal Home Loan Banks through the Office of Finance. Dividends on, redemption of, or repurchase of shares of the FHLBNY’s or FHLBPITT’s capital stock cannot occur unless the principal and interest due on all consolidated obligations have been paid in full. If another Federal Home Loan Bank were to default on its obligation to pay principal or interest on any consolidated obligations, the Federal Home Loan Finance Agency (the “Finance Agency”) may allocate the outstanding liability among one or more of the remaining Federal Home Loan Banks on a pro rata basis or on any other basis the Finance Agency may determine. As a result, the FHLBNY’s or FHLBPITT’s ability to pay dividends on, to redeem, or to repurchase shares of capital stock could be affected by the financial condition of one or more of the other Federal Home Loan Banks. To the Company’s knowledge, no Federal Home Loan Bank has ever defaulted on its debt since the FHLB System was established in 1932, but there can be no assurance that such a default will not occur in the future. Systemic weakness in the FHLB could result in higher costs of FHLB borrowings, reduced value of FHLB stock, and increased demand for alternative sources of liquidity that are more expensive, such as brokered time deposits, the discount window at the Federal Reserve, or lines of credit with correspondent banks. **The Company relies on cash dividends from its subsidiaries to fund its operations, and payment of those dividends could be discontinued at any time.** The Company is a financial holding company whose principal assets and sources of income are its wholly-owned subsidiaries. The Company is a separate and distinct legal entity from its subsidiaries, and therefore the Company relies primarily on dividends from these banking and other subsidiaries to meet its obligations and to provide funds for the payment of dividends to the Company’s shareholders, to the extent declared by the Company’s board of directors. Various federal and state laws and regulations limit the amount of dividends that a bank may pay to its parent company and impose regulatory capital and liquidity requirements on the Company and its banking subsidiaries. Further, as a holding company, the Company’s right to participate in a distribution of assets upon the liquidation or reorganization of a subsidiary is subject to the prior claims of the subsidiary’s creditors (including, in the case of the Company’s banking subsidiaries, the banks’ depositors). If the Company were unable to receive dividends from its subsidiaries it would materially and adversely affects the Company’s liquidity and its ability to service its debt, pay its other obligations, or pay cash dividends on its common or preferred stock. **The Company’s business may be adversely affected by conditions in the financial markets and local and national economies.** General economic conditions impact the banking and financial services industry. The Company’s financial performance generally, and in particular, the ability of borrowers to pay interest on and repay the principal of outstanding loans and the value of collateral securing these loans, is highly dependent upon the business environment in the markets where the Company operates. The Company serves numerous market areas within New York State and Pennsylvania, and the Company is dependent on the economic conditions of these two states. Unfavorable or uncertain economic and market conditions could lead to credit quality concerns related to repayment ability and collateral protection as well as reduced demand for the services offered by the Company’s three business segments. In recent years there has been gradual improvement in the U.S. economy as evidenced by a rebound in the housing market, lower unemployment and higher equities markets; however economic growth has been uneven and opinions vary on the strengthen and direction of the economy. A downturn in the economy or financial markets could adversely affect the credit quality of the Company’s loan portfolio, results of operations and financial condition. Economic downturns could affect the volume of income from and demand for fee-based services, including investment services and insurance commissions and fees. Revenues from the trust and wealth management businesses are dependent on the level of assets under management. Market volatility that leads customers to pull money out of the market or lower equity and bond prices can reduce the Company’s assets under management and thereby decrease revenues. Revenue from insurance commissions and fees could be negatively affected by fluctuations in insurance premiums and other factors beyond the Company’s control, including changes in laws and regulations impacting the healthcare and insurance markets. ### The Company is subject to interest rate risk. The Company’s earnings, financial condition and liquidity are susceptible to fluctuations in market interest rates. This exposure is a result of assets and liabilities repricing at different times and by different amounts as interest rates change. Net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and borrowings, is the largest component of the Company’s total revenues. The level of net interest income is dependent upon the volume and mix of interest-earning assets and interest-bearing liabilities, the level of nonperforming assets, and the level and trend of interest rates. Changes in market interest rates will also affect the level of prepayments on the Company’s loans and payments on mortgage-backed securities, resulting in the receipt of proceeds that may be reinvested at a lower rate than the loan or mortgage-backed security being prepaid. Interest rates are highly sensitive to many factors, including: inflation, economic growth, employment levels, monetary policy and international markets. Significant fluctuations in interest rates could have a material adverse affect on the Company’s earnings, financial condition, and liquidity. The Company manages interest rate risk using an 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 by showing 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 Board-approved levels. The Committee also discusses strategies to manage this exposure and incorporates these strategies into the investment and funding decisions of the Company. In addition, the Company has focused on expanding its fee-based business to help mitigate its exposure to fluctuations in interest rates, and the impact on the Company’s earnings. For additional information about how the Company manages its interest rate risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of this Report. ### The Company is subject to liquidity risk. Liquidity risk refers to the Company’s ability to ensure sufficient cash flow and liquid assets are available to satisfy current and future financial obligations, including demand for loans and deposits withdrawals, funding operating costs, and for other corporate purposes. In addition to cash flow and short-term investments, the Company obtains funding through deposits and various short-term and long-term wholesale borrowings, including Federal funds purchased and securities sold under agreements to repurchase, brokered certificates of deposit, and borrowings from the FHLBNY and FHLBPITT and others. The Company also maintains available lines of credit with the FHLBNY and FHLBPITT that are secured by loans. Management closely monitors its liquidity position for compliance with internal policies and is comfortable that available sources of liquidity are adequate to meet funding needs in the normal course of business. **The Company operates in a highly regulated environment and may be adversely impacted by changes in laws and regulations.** The Company is subject to extensive state and federal laws and regulations, supervision, and legislation that affect how it conducts its business. The majority of these laws and regulations are for the protection of consumers, depositors and the deposit insurance funds. The regulations influence such things as the Company’s lending practices, capital structure, investment practices, and dividend policy. The Dodd-Frank Act, enacted in July 2010, represents a comprehensive overhaul of the financial services industry in the United States and requires federal agencies to implement many new rules. Many parts of the Dodd-Frank Act are now in effect, while others depend on rules that have yet to be adopted or implemented. Reforms, both under the Dodd-Frank Act and otherwise, will have a significant effect on the entire financial services industry. Although it is difficult to predict the magnitude and extent of these effects, compliance with new regulations and other initiatives will likely negatively impact revenue and increase the cost of doing business, both in terms of transition expenses and on an ongoing basis. Any new regulatory requirements or changes to existing requirements could require changes to the Company’s businesses, result in increased compliance costs and affect the profitability of such businesses. The Company has established an extensive internal control structure to ensure compliance with governing laws and regulations, including those related to financial reporting. Refer to “Supervision and Regulation” for additional information on material laws and regulations impacting the Company’s business. As discussed above under the “Supervision and Regulation” section, under Basel III and the Dodd-Frank Act the federal banking agencies have established stricter risk-based capital requirements and leverage limits to apply to banks and bank holding companies. These requirements, and any other new regulations, could adversely affect the Company’s ability to pay dividends, or could require it to reduce business levels or to raise capital, including in ways that may adversely affect its results of operations or financial condition. ### The Company operates in a highly competitive industry and market areas. Competition for commercial banking and other financial services is strong in the Company’s market areas. In one or more aspects of its business, 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 services 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. The Company focuses on providing unparalleled customer service, which includes offering a strong suite of products and services. Based upon our ability to grow our customer base in recent years, management feels that this business model does allow the Company to compete effectively in the markets it serves, but there can be no assurance that this business model will be successful. **The Company’s information systems may experience an interruption or breach in security.** In the ordinary course of business we rely on electronic communications and information system to conduct our operations and to store sensitive data. Any failure, interruption or breach in security of these systems could result in significant disruption to our operations. Information security breaches and cybersecurity-related incidents may include, but are not limited to, attempts to access information, including customer and company information, malicious code, computer viruses and denial of service attacks that could result in unauthorized access, misuse, loss or destruction of data (including confidential customer information), account takeovers, unavailability of service or other events. These types of threats may derive from human error, fraud or malice on the part of external or internal parties, or may result from accidental technological failure. Further, to access our products and services our customers may use computers and mobile devices that are beyond our security control systems. Our technologies, systems, networks and software, and those of other financial institutions have been, an are likely to continue to be, the target of cybersecurity threats and attacks, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide data services. We also maintain important internal company data such as personally identifiable information about our employees and information relating to our operations. The integrity and protection of that customer and company data is important to us. Our collection of such customer and company data is subject to extensive regulation and oversight. Our customers and employees have been, and will continue to be, targeted by parties using fraudulent e-mails and other communications in attempts to misappropriate passwords, bank account information or other personal information or to introduce viruses or other malware through "Trojan horse" programs to our information systems and/or our customers' computers. Though we endeavor to mitigate these threats through product improvements, use of encryption and authentication technology and customer and employee education, such cyber attacks against us or incidents in general and the risks of cyber crime are complex and continue to evolve. More generally, publicized information concerning security and cyber-related problems could inhibit the use or growth of electronic or web-based applications or solutions as a means of conducting commercial transactions. Although we make significant efforts to maintain the security and integrity of our information systems and have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber attacks and intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is virtually impossible for us to entirely mitigate this risk. While we maintain specific “cyber” insurance coverage, which would apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under our cyber insurance coverage. A security breach or other significant disruption of our information systems or those related to our customers, merchants and our third party vendors, including as a result of cyber attacks, could (i) disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our customers; (ii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of confidential, sensitive or otherwise valuable information of ours or our customers; (iii) result in a violation of applicable privacy, data breach and other laws, subjecting us to additional regulatory scrutiny and expose the us to civil litigation, governmental fines and possible financial liability; (iv) require significant management attention and resources to remedy the damages that result; or (v) harm our reputation or cause a decrease in the number of customers that choose to do business with us. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. ### The Company is subject to the risks presented by acquisitions. 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. Future acquisitions will be accompanied by the risks commonly encountered in acquisitions. These risks include among other things: the difficulty of integrating operations and personnel, the potential disruption of our ongoing business, the inability of management to maximize financial and strategic position, the inability to maintain uniform standards, controls, procedures and policies, and the impairment of relationships with employees and customers as a result of changes in ownership and management. Further, the asset quality or other financial characteristics of an acquired company may deteriorate after the acquisition agreement is signed or after the acquisition closes. ### The Company’s operations rely on certain external vendors. The Company relies on certain external vendors to provide products and services necessary to maintain day-to-day operations of the Company. Accordingly, the Company’s operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The Company has controls around contracts and vendor management to manage risks associated with using external vendors. Nevertheless, the failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to the Company’s operations, which could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations. ### Risks Associated with the Company’s Common Stock ### The Company’s stock price may be volatile. The Company’s stock price can fluctuate widely in response to a variety of factors, including: actual or anticipated variations in our operating results; recommendations by securities analysts; significant acquisitions or business combinations; operating and stock price performance of other companies that investors deem comparable to Tompkins; new technology used, or services offered by our competitors; news reports relating to trends, concerns and other issues in the financial services industry; and changes in government regulations. Other factors, including general market fluctuations, industry-wide factors and economic and general political conditions and events, including terrorist attacks, economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, may adversely affect the Company’s stock price even though they do not directly pertain to the Company’s operating results. **The trading volume in our common stock is less than that of larger financial services companies, which may adversely affect the price of our common stock.** The Company’s common stock is traded on the NYSE MKT LLC. The trading volume in the Company’s common stock is less than that of larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of the Company’s common stock, significant sales of our common stock, or the expectation of these sales, could cause our stock price to fall. ### An investment in our common stock is not an insured deposit. The Company’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in the Company’s common stock is inherently risky for the reasons described in this “Risk Factors” section and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire the Company’s common stock, you may lose some or all of your investment. ### Dividend Payments Holders of Tompkins’ common stock are only entitled to receive such dividends as its board of directors may declare out of funds legally available for such payments. While Tompkins has a long history of paying dividends on its common stock, Tompkins is not required to pay dividends on its common stock and could reduce or eliminate its common stock dividend in the future. This could adversely affect the market price of Tompkins’ common stock. Also, Tompkins is a bank holding company, and its ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. See “Supervision and Regulation” for a description of certain material limitations on the Company’s ability to pay dividends to shareholders. ## Properties As filed, 812 characters. The Company’s executive offices are located at 110 North Tioga Street, Ithaca, New York. The Company’s banking subsidiaries have 63 branch offices, of which 32 are owned and 31 are leased at market rents. The Company’s insurance subsidiary has 7 stand-alone offices, of which 5 are owned by the Company and 2 are leased at market rents. The Company’s wealth management and financial planning subsidiary has 2 offices which are leased at a market rent, and shares other locations with the Company’s subsidiaries. Management believes the current facilities are suitable for their present and intended purposes. For additional information about the Company’s facilities, including rental expenses, see “Note 7 Premises and Equipment” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. ## Legal proceedings As filed, 258 characters. The Company is subject to various claims and legal actions that arise in the ordinary course of conducting business. Management does not expect the ultimate disposition of these matters to have a material adverse impact on the Company’s financial statements. ## Management's discussion and analysis As filed, 131,892 characters. The following analysis is intended to provide the reader with a further understanding of the consolidated financial condition and results of operations of the Company and its operating subsidiaries for the periods shown. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with other sections of this Report on Form 10-K, including Part I, “Item 1. Business,” Part II, “Item 6. Selected Financial Data,” and Part II, “Item 8. Financial Statements and Supplementary Data.” Overview 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, insurance, and brokerage services. At December 31, 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 Company provides a full array of trust and investment services under the Tompkins Financial Advisors brand, 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.” On August 1, 2012, Tompkins completed its acquisition of VIST Financial, a financial holding company headquartered in Wyomissing, Pennsylvania, and parent to VIST Bank, VIST insurance, LLC (“VIST Insurance”), and VIST Capital Management, LLC (“VIST Capital Management”). On the acquisition date, VIST Financial had $1.4 billion in total assets, $889.3 million in loans, and $1.2 billion in deposits. On the acquisition date, VIST Financial was merged into Tompkins. VIST Bank, a Pennsylvania state-charted commercial bank, became a wholly-owned subsidiary of Tompkins and operates as a separate subsidiary bank of Tompkins. VIST Insurance was merged into Tompkins Insurance, and VIST Capital Management became part of Tompkins Financial Advisors. The acquisition expands the Company’s presence into the southeastern region of Pennsylvania. The acquisition of VIST Insurance has approximately doubled the Company’s annual insurance revenues. ### 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 Report on Form 10-K 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, that could cause actual results of the Company to differ materially from those matters expressed and/or implied by forward-looking statements. The following factors, in addition to those listed as Risk Factors in Item 1A 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, bank holding companies and/or financial holding companies, such as the Dodd-Frank 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; and financial resources in the amounts, at the times and on the terms required to support the Company’s future businesses. ### Critical Accounting Policies 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 our 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 consolidated 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 the accounting for 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. ### Allowance for loan and lease losses Management considers the accounting policy relating to the allowance to be a critical accounting policy because of the high degree of judgment involved, the subjectivity of the assumptions used and the potential changes in the economic environment that could result in changes to the amount of the allowance. 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 includes allowance allocations calculated in accordance with Accounting Standards Codification (“ASC”) Topic 310, *Receivables*, and allowance allocations calculated in accordance with ASC Topic 450 *Contingencies.* The model is comprised of evaluating impaired loans, criticized and classified loans, historical losses, and qualitative factors. Management has deemed these components 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 various factors used in the methodologies are reviewed on a quarterly basis. Although we believe our process for determining the allowance adequately considers all of the factors that would likely result in credit losses, this evaluation is inherently subjective as it requires material estimates, including expected default probabilities, the loss emergence periods, the amounts and timing of expected future cash flows on impaired loans, and estimated losses based on historical loss experience and current economic conditions. All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional loan loss provisions may be required that would adversely impact earnings for future periods. ### Pension and other post retirement benefits The calculation of the expenses and liabilities related to pensions and other post-retirement benefits is a critical accounting policy that requires estimates and assumptions of key factors including, but not limited to, discount rate, return on plan assets, future salary increases, employment levels, employee retention, and life expectancies of plan participants. The Company uses an actuarial firm to assist in making these estimates. Changes in assumptions due to market conditions, governing laws and regulations, or Company specific circumstances may result in material changes to the Company’s pension and other post-retirement expenses and liabilities. ### Investment securities Another critical accounting policy is the policy for reviewing available-for-sale securities and held-to-maturity securities to determine if declines in fair value below amortized cost are other-than-temporary as required by FASB ASC Topic 320, *Investments – Debt and Equity Securities.* When other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security and whether it is more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. In estimating other-than-temporary impairment losses, management considers, among other factors, the length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, underlying collateral of the security, and the structure of the security. ### Acquired loans The accounting policy for acquired loans is a critical accounting policy. Acquired loans are initially recorded at their acquisition date fair values. The carryover of allowance for loan losses is prohibited as any credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. Fair values for acquired loans are based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, prepayment risk, liquidity risk, default rates, loss severity, payment speeds, collateral values and discount rate. Subsequent to the acquisition of acquired impaired loans, the Generally Accepted Accounting Principles ("GAAP") requires the continued estimation of expected cash flows to be received. This estimation requires numerous assumptions, interpretations and judgments using internal and third-party credit quality information. Changes in expected cash flows could result in the recognition of impairment through provision for credit losses. For acquired loans that are not deemed impaired at acquisition, credit discounts representing the principal losses expected over the life of the loan are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for loan losses for the non-impaired acquired loans is similar to originated loans. All accounting policies are important and the reader of the financial statements should review these policies, described in “Note 1 Summary of Significant Accounting Policies” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K, to gain a better understanding of how the Company’s financial performance is reported. Results of Operations (Comparison of December 31, 2015 and 2014 results) General The Company reported diluted earnings per share of $3.87 in 2015, compared to diluted earnings per share of $3.48 in 2014. Net income attributable to Tompkins Financial Corporation for the year ended December 31, 2015, was $58.4 million, up 12.3% compared to $52.0 million in 2014. Results for 2015 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 2015 were $54.8 million and $3.63, respectively. In addition to earnings per share, key performance measurements for the Company include return on average shareholders’ equity (ROE) and return on average assets (ROA). ROE was 11.51% in 2015, compared to 10.76% in 2014, while ROA was 1.07% in 2015 and 1.03% in 2014. Tompkins’ 2015 ROE and ROA were in the 83rd percentile for ROE and the 65th percentile for ROA of its peer group. The peer group is derived from the Federal Reserve Board and represents banks and bank holding companies with assets between $3.0 billion and $10.0 billion. The comparative peer group ratios are as of December 31, 2015. The Company’s net operating income available to common shareholders (non-GAAP) in 2015 amounted to $54.0 million or $3.63 per diluted share compared to $51.5 million or $3.48 per diluted share in 2014. Operating (non-GAAP) net income for 2015 excludes the $3.6 million, after-tax, gain on changes to the Company’s pension plan. There were no adjustments to 2014 net operating income. 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. 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. *(in thousands, except per share data)* | Operating Net Income/Adjusted Diluted Earnings Per Share (Non-GAAP) | As of December 31, 2015 | 2014 | | --- | ---: | ---: | | Net income attributable to Tompkins Financial Corporation | $58,421 | $52,041 | | Less: dividends and undistributed earnings allocated to unvested stock awards | (834) | (503) | | Net income available to common shareholders (GAAP) | 57,587 | 51,538 | | Diluted earnings per share (GAAP) | 3.87 | 3.48 | | Adjustments for non-operating income and expense, net of tax: | | | | Gain on pension plan curtailment | (3,602) | 0 | | Total adjustments, net of tax | (3,602) | 0 | | Net operating income available to common shareholders (Non-GAAP) | 53,985 | 51,538 | | Adjusted diluted earnings per share (Non-GAAP) | 3.63 | 3.48 | | **Operating Return on Average Tangible Common Equity (Non-GAAP)** | | | | | **As of December 31,** | | | (in thousands, except per share data) | **2015** | **2014** | | Net operating income available to common shareholders (Non-GAAP) | $53,985 | $51,538 | | Amortization of intangibles, net of tax | 1,208 | 1,257 | | Adjusted net operating income available to common shareholders (Non-GAAP) | 55,193 | 52,795 | | Average Tompkins Financial Corporation shareholders’ common equity | 506,243 | 482,087 | | Average goodwill and intangibles 1 | 104,837 | 106,748 | | Average Tompkins financial Corporation shareholders’ tangible common equity (Non-GAAP) | 401,406 | 375,339 | | Adjusted operating return on average shareholders’ tangible common equity (Non-GAAP) | 13.75% | 14.07% | | 1 Average goodwill and intangibles exclude mortgage servicing rights. | | | ### Segment Reporting The Company operates in 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 conducted under the trust department of the Trust Company. All other activities are considered banking. For additional financial information on the Company’s segments, refer to “Note 22 – Segment and Related Information” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. ### Banking Segment The Banking segment reported net income of $51.6 million for the year ending December 31, 2015, representing a $5.6 million or 12.1% increase compared to 2014, driven mainly by growth in interest income and lower noninterest expenses. Net interest income increased $4.6 million in 2015, up 2.8% versus 2014, due primarily to loan growth, which more than offset lower average loan yields. Interest income increased $4.2 million or 2.3%, while interest expense declined $320,000 or 1.5% compared to 2014. All associated segment results have been reconciled to their corresponding consolidated financial statement amounts (see “Note 22 – Segment and Related Information” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report for additional details). The provision for loan and lease losses was $2.9 million in 2015, compared to $2.3 million in the prior year. The increase reflects the growth in total loans, partially offset by continued improvement in credit quality. Noninterest income declined by $322,000 or 1.2% when compared to 2014. Declines in noninterest income included income on miscellaneous investments (down $361,000), gains on sale of loans (down $308,000), other fee income (down $295,000), card service income (down $105,000), and service charges on deposit accounts (down $79,000). These were partially offset by gains on available-for-sale (“AFS”) securities (up $1.1 million), and the gain on sale of other real-estate owned (“OREO”) (up $332,000). Noninterest expenses decreased by $5.0 million or 4.1% compared to 2014, reflecting the impact of the one-time gain related to changes to the Company’s pension plan, which resulted in a $5.4 million credit to noninterest expense in the second quarter of 2015. ### Insurance Segment The Insurance segment reported net income of $3.6 million, up 18.4% when compared to 2014. Insurance commissions and fees increased $797,000 or 2.8% over the prior year. Revenues from the Company’s primary insurance lines: commercial, personal insurance and health and benefit insurance all increased compared to the prior year. 2015 also included a pre-tax gain of $329,000 related to the sale of certain customer relationships in the fourth quarter of 2015, which were acquired in the 2012 acquisition of VIST Insurance. Noninterest expense increased $268,000 in 2015, up 1.1% compared to 2014. Increases in salaries and benefits costs, associated with merit increases and additional headcount contributed to most of the noninterest expense variance for the current year compared to prior year. The year over year increase was partially offset by the one-time gain related to changes to the Company’s pension plan, which resulted in a $462,000 credit to noninterest expense in the second quarter of 2015. ### Wealth Management Segment The Wealth Management segment reported net income of $3.1 million for the twelve month period ended December 31, 2015, an increase of $245,000 or 8.4% compared to 2014. Investment services revenue of $16.0 million was flat compared to 2014. Noninterest expenses were down $431,000 or 3.6% compared to 2014, mainly due to the one-time gain related to changes to the Company’s pension plan, which resulted in a $131,000 credit to noninterest expense in the second quarter of 2015. The market value of assets under management or in custody at December 31, 2015, totaled $3.9 billion, an increase of 2.4% compared to year-end 2014. ### Net Interest Income Net interest income is the Company’s largest source of revenue, representing 70.1% of total revenues for the twelve months ended December 31, 2015, and 69.8% of total revenues for the twelve months ended December 31, 2014. Net interest income was up 2.8% in 2015 compared to 2014. 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 Company’s net interest income over the past several years benefitted from steady growth in average earning assets, which were up 8.7% in 2015 compared to 2014, and lower funding costs which were down 1.5% in 2015 compared to 2014. For 2015 and 2014, the Company’s net interest income also benefitted from accretable yield attributable to loans acquired with evidence of credit deterioration and accounted for in accordance with ASC Topic 310-30. These favorable factors offset the impact of lower asset yields and lower net interest margins compared to prior year. The taxable equivalent net interest margin was 3.38% in 2015 compared to 3.57% in 2014. *Table 1 – Average Statements of Condition and Net Interest Analysis* shows average interest-earning assets and interest-bearing liabilities, and the corresponding yield or cost associated with each. Taxable-equivalent net interest income for 2015 was up 3.0% over 2014, benefitting from growth in average earning assets, which increased by 8.7% in 2015, and growth in noninterest bearing deposits, which increased by 13.9% compared to the prior year. These factors helped to lessen the impact of lower asset yields and a lower net interest margin compared to prior year. Tax-equivalent interest income was up $4.6 million or 2.5% in 2015 over 2014. The increase in taxable-equivalent interest income was the result of the $408.2 million or 8.7% increase in average interest-earning assets in 2015 over 2014 average interest-earning assets. The growth in average earning assets and the higher concentration of loans helped to offset lower asset yields. The average yield on interest earning assets for 2015 declined by 23 basis points or 5.7% compared to the average yield on interest earning assets for 2014. Average loan balances were up $293.0 million or 9.0% in 2015 compared to 2014, while the average yields on loans were down 27 basis points or 5.7%. Average loan balances represented 69.3% of earning assets in 2015 compared to 69.0% 2014. Average balances on securities were up $109.5 million or 7.7% compared to 2014, while the average yields on the securities portfolio were down 17 basis points or 7.1% compared to 2014. Interest expense for 2015 was down $318,000 or 1.5% compared to 2014, while average interest bearing liabilities were up $226.4 million or 6.2%. The decrease in interest expense reflects lower average rates paid on deposits and borrowings during 2015 when compared to 2014 and growth in noninterest bearing deposit balances. The average rate paid on interest bearing deposits was 0.32% in 2015, down 3 basis points when compared to 2014. Average interest bearing deposits in 2015 were up $67.7 million or 2.1% compared to 2014. Average noninterest bearing deposit balances in 2015 were up $125.9 million or 13.9% over 2014 and represented 24.0% of total deposits compared to 22.1% in 2014. Average other borrowings increased by $166.4 million or 66.2% year over year, mainly due to a higher volume of overnight borrowings with the FHLB in 2015. ### Table 1 - Average Statements of Condition and Net Interest Analysis *(dollar amounts in thousands)* | ASSETS Interest-earning assets | For the year ended December 31, 2015 Average Balance (YTD) | Interest | Average Yield/Rate | 2014 Average Balance (YTD) | Interest | Average Yield/Rate | 2013 Average Balance (YTD) | Interest | Average Yield/Rate | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Interest-bearing balances due from banks | $1,812 | $4 | 0.22% | $1,014 | $2 | 0.20% | $2,005 | $10 | 0.50% | | Securities1 | | | | | | | | | | | U.S. Government securities | 1,441,420 | 30,500 | 2.12% | 1,332,449 | 30,384 | 2.28% | 1,326,999 | 28,817 | 2.17% | | Trading securities | 8,231 | 352 | 4.28% | 10,068 | 418 | 4.15% | 14,188 | 589 | 4.15% | | State and municipal2 | 88,504 | 3,308 | 3.74% | 85,402 | 3,290 | 3.85% | 95,276 | 4,893 | 5.14% | | Other securities2 | 3,785 | 121 | 3.20% | 4,489 | 139 | 3.10% | 7,714 | 265 | 3.44% | | Total securities | 1,541,940 | 34,281 | 2.22% | 1,432,408 | 34,231 | 2.39% | 1,444,177 | 34,564 | 2.39% | | FHLBNY and FRB stock | 24,046 | 1,129 | 4.70% | 19,168 | 810 | 4.23% | 22,153 | 749 | 3.38% | | Total loans and leases, net of unearned income2,3 | 3,531,945 | 157,222 | 4.45% | 3,238,992 | 152,958 | 4.72% | 3,053,538 | 153,569 | 5.03% | | **Total interest-earning assets** | **5,099,743** | **192,636** | **3.78%** | **4,691,582** | **188,001** | **4.01%** | **4,521,873** | **188,892** | **4.18%** | | Other assets | 355,471 | | | 375,073 | | | 406,626 | | | | **Total assets** | **5,455,214** | | | **5,066,655** | | | **4,928,499** | | | | **LIABILITIES & EQUITY** | | | | | | | | | | | Deposits | | | | | | | | | | | Interest-bearing deposits | | | | | | | | | | | Interest bearing checking, savings, & money market | 2,363,087 | 3,821 | 0.16% | 2,286,707 | 4,312 | 0.19% | 2,224,028 | 4,938 | 0.22% | | Time deposits | 895,391 | 6,630 | 0.74% | 904,040 | 6,769 | 0.75% | 939,630 | 7,827 | 0.83% | | Total interest-bearing deposits | 3,258,478 | 10,451 | 0.32% | 3,190,747 | 11,081 | 0.35% | 3,163,658 | 12,765 | 0.40% | | Federal funds purchased & securities sold under agreements to repurchase | 137,917 | 2,709 | 1.96% | 145,876 | 2,947 | 2.02% | 177,784 | 3,749 | 2.11% | | Other borrowings | 417,737 | 4,897 | 1.17% | 251,312 | 4,368 | 1.74% | 222,345 | 4,862 | 2.19% | | Trust preferred debentures | 37,417 | 2,308 | 6.17% | 37,249 | 2,287 | 6.14% | 41,643 | 2,599 | 6.24% | | **Total interest-bearing liabilities** | **3,851,549** | **20,365** | **0.53%** | **3,625,184** | **20,683** | **0.57%** | **3,605,430** | **23,975** | **0.67%** | | Noninterest bearing deposits | 1,029,545 | | | 903,628 | | | 806,387 | | | | Accrued expenses and other liabilities | 66,366 | | | 54,244 | | | 73,117 | | | | **Total liabilities** | 4,947,460 | | | 4,583,056 | | | 4,484,934 | | | | Tompkins Financial Corporation Shareholders’ equity | 506,243 | | | 482,087 | | | 442,054 | | | | Noncontrolling interest | 1,511 | | | 1,512 | | | 1,511 | | | | **Total equity** | **507,754** | | | **483,599** | | | **443,565** | | | | **Total liabilities and equity** | **$5,455,214** | | | **$5,066,655** | | | **$4,928,499** | | | | Interest rate spread | | | **3.25%** | | | **3.44%** | | | **3.51%** | | Net interest income/margin on earning assets | | **172,271** | **3.38%** | | **167,318** | **3.57%** | | **164,917** | **3.65%** | | Tax Equivalent Adjustment | | **(3,890)** | | | **(3,508)** | | | **(3,788)** | | | Net interest income per consolidated financial statements | | **$168,381** | | | **$163,810** | | | **$161,129** | | 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. Payments 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, 2015.* ### Table 2 - Analysis of Changes in Net Interest Income | (in thousands)(taxable equivalent) INTEREST INCOME: | 2015 vs. 2014 Increase (Decrease) Due to Change in Average Volume | Yield/Rate | Total | 2014 vs. 2013 Increase (Decrease) Due to Change in Average Volume | Yield/Rate | Total | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Certificates of deposit, other banks | **$4** | **$(2)** | **$2** | $(8) | $0 | $(8) | | Investments1 | | | | | | | | Taxable | **2,204** | **(2,172)** | **32** | (147) | 1,417 | 1,270 | | Tax-exempt | **116** | **(98)** | **18** | (507) | (1,096) | (1,603) | | FHLB and FRB stock | **229** | **90** | **319** | (101) | 162 | 61 | | Loans, net1 | **13,041** | **(8,777)** | **4,264** | 9,327 | (9,938) | (611) | | Total interest income | **$15,594** | **$(10,959)** | **$4,635** | $8,564 | $(9,455) | $(891) | | **INTEREST EXPENSE:** | | | | | | | | Interest-bearing deposits: | | | | | | | | Interest checking, savings and money market | **144** | **(635)** | **(491)** | 138 | (764) | (626) | | Time | **(65)** | **(74)** | **(139)** | (295) | (763) | (1,058) | | Federal funds purchased and securities sold under agreements to repurchase | **(156)** | **(82)** | **(238)** | (645) | (157) | (802) | | Other borrowings | **1,961** | **(1,411)** | **550** | 359 | (1,165) | (806) | | Total interest expense | **$1,884** | **$(2,202)** | **$(318)** | $(443) | $(2,849) | $(3,292) | | Net interest income | **$13,710** | **$(8,757)** | **$4,953** | $9,007 | $(6,606) | $2,401 | *1 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.* Changes in net interest income occur from a combination of changes in the volume of interest-earning assets and interest-bearing liabilities, and in the rate of interest earned or paid on them. The above table illustrates changes in interest income and interest expense attributable to changes in volume (change in average balance multiplied by prior year rate), changes in rate (change in rate multiplied by prior year volume), and the net change in net interest income. The net change attributable to the combined impact of volume and rate has been allocated to each in proportion to the absolute dollar amounts of the change. In 2015, net interest income increased by $5.0 million, resulting from a $4.6 million increase in interest income and a $318,000 decrease in interest expense. Growth in average balances on interest-earning assets contributed to a $15.6 million increase in interest income, while the lower yields on average earning assets offset this growth by $11.0 million. The decrease in interest expense reflects lower rates paid on interest bearing liabilities, partially offset by growth in average balances of interest bearing liabilities. Provision for Loan and Lease Losses The provision for loan and lease losses represents management’s estimate of the expense necessary to maintain the allowance for loan and lease losses at an appropriate level. The provision for loan and lease losses was $2.9 million in 2015, compared to $2.3 million in 2014. The increase in provision expense was mainly a result of year-over-year loan growth. 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. See the section captioned “The Allowance for Loan and Lease Losses” included within “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition” of this Report for further analysis of the Company’s allowance for loan and lease losses. ### Noninterest Income *(in thousands)* | | Year ended December 31, 2015 | 2014 | 2013 | | --- | ---: | ---: | ---: | | Insurance commissions and fees | **$29,286** | $28,489 | $27,916 | | Investment services | **15,416** | 15,493 | 15,109 | | Service charges on deposit accounts | **9,325** | 9,404 | 8,495 | | Card services | **7,837** | 7,942 | 7,216 | | Net mark-to-market gains (losses) | **90** | 62 | 17 | | Other income | **8,878** | 8,984 | 10,546 | | Net gain on securities transactions | **1,108** | 391 | 599 | | Total | **$71,940** | $70,765 | $69,898 | Noninterest income is a significant source of income for the Company, representing 29.9% of total revenues in 2015, and 30.2% in 2014, and is an important factor in the Company’s results of operations. Noninterest income increased 1.7% over 2014. The year-over-year changes in the various noninterest categories are discussed in more detail below. Insurance commissions and fees increased $797,000 or 2.8% over 2014. Revenues for commercial insurance lines, personal insurance lines, and health and benefit related insurance products were all up for the year compared to 2014. Investment services income of $15.4 million in 2015 was in line with the same period in 2014. Investment services income includes trust services, financial planning, and wealth management 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 market value of assets managed by, or in custody of, the Trust Company was $3.9 billion at December 31, 2015, and $3.8 billion at December 31, 2014. These figures include $1.2 billion in 2015 and $1.1 billion in 2014, of Company-owned securities where no income is recognized as the Trust Company serves as custodian. The increase in fair value of assets reflects successful business development initiatives resulting in customer retention. Equities markets were generally flat to lower during 2015 as compared to 2014. Service charges on deposit accounts in 2015 were down less than 1% compared to prior year. Overdraft fees, the largest component of service charges on deposit accounts, were down $483,000 or 7.3% in 2015 compared to 2014. The decrease in overdraft fees was partially offset by increases in cycle fees on personal and business accounts, which were up $452,000 or 19.3%, as a result of new deposit products introduced in 2015. Card services income decreased $105,000 or 1.3% over 2014. The primary components of card services income are fees related to debit card transactions and ATM usage. Debit card income remained relatively flat compared to 2014, while fees associated with ATM transactions were down 8.1% compared to 2014. Favorable trends in the number of transactions were partially offset by lower interchange fees in 2015. Net mark-to-market gains on securities and borrowings held at fair value were $90,000 in 2015, up $28,000 compared to 2014. Mark-to-market losses or gains relate to the change in the fair value of securities and borrowings where the Company has elected the fair value option. The year-over-year gains are mainly attributed to changes in market interest rates. The Company recognized $1.1 million of gains on sales/calls of available-for-sale securities in 2015, compared to $391,000 of gains in 2014. Sales of available-for-sale securities are generally the result of general portfolio maintenance and interest rate risk management. Other income of $8.9 million was down $106,000 or 1.2% compared to 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, FDIC indemnification asset accretion and income from miscellaneous equity investments, including the Company’s investment in a Small Business Investment Company (“SBIC”). The decrease in 2015 reflects lower gains on sales of residential loans (down $308,000) and decreased income from miscellaneous equity investments (down $361,000) compared to 2014. These were partially offset by increases in OREO gains (up $332,000) and COLI income (up $181,000) in 2015 compared with 2014. ### Noninterest Expense *(in thousands)* | | Year ended December 31, 2015 | 2014 | 2013 | | --- | ---: | ---: | ---: | | Salaries and wages | **$72,707** | $69,558 | $67,200 | | Pension and other employee benefits | **16,025** | 21,102 | 22,164 | | Net occupancy expense of premises | **12,312** | 12,203 | 11,757 | | Furniture and fixture expense | **6,146** | 5,708 | 5,701 | | FDIC insurance | **2,992** | 2,906 | 3,214 | | Amortization of intangible assets | **2,013** | 2,095 | 2,197 | | Merger and integration related expense | **0** | 0 | 228 | | Other | **37,667** | 41,121 | 40,641 | | Total | **$149,862** | $154,693 | $153,102 | Salaries and wages and pension and other employee benefit expenses decreased $1.9 million or 2.1% compared to 2014. For 2015, salaries and wages were up $3.1 million or 4.5% over the prior year. The increases reflect additional employees, annual merit increases and higher accruals for incentive compensation. Pension and other employee benefits were down $5.1 million or 24.1% over 2014. The decrease in pension and other employee benefit expenses was mainly a result of a one-time curtailment gain of $6.0 million, related to changes to the Company’s defined benefit pension plan. Other operating expenses of $37.7 million decreased by $3.5 million or 8.4% compared to 2014. The primary components of other operating expenses in 2015 were technology expense ($6.2 million), marketing expense ($4.8 million), professional fees ($5.4 million), cardholder expense ($2.7 million) and other miscellaneous expense ($18.9 million). The $3.5 million decrease in other operating expense in 2015 when compared to 2014 was mainly due to lower costs associated with loan origination expenses, and expenses related to other real estate owned. The Company’s efficiency ratio, defined as operating expense excluding amortization of intangible assets, divided by tax-equivalent net interest income plus noninterest income before securities gains and losses (increase in the cash surrender value of COLI is shown on a tax equivalent basis) was 60.5% in 2015, compared to 63.9% in 2014. Tax equivalency was based upon a 40% tax rate. Excluding the tax equivalent adjustments for tax-exempt securities and tax-exempt loans and leases, the efficiency ratio would be 61.5% in 2015 and 64.8% in 2014. The 2015 ratio was favorably impacted by the one-time gain related to the changes to the Company’s pension plan. Excluding this gain, the two ratios for 2015 would have been 64.0% and 62.9%, respectively. ### Noncontrolling Interests Net income attributable to noncontrolling interests represents the portion of net income in consolidated majority-owned subsidiaries that is attributable to the minority owners of a subsidiary. The Company had net income attributable to noncontrolling interests of $131,000 in 2015 and 2014. The noncontrolling interests relate to three real estate investment trusts, which are substantially owned by the Company’s banking subsidiaries. ### Income Tax Expense The provision for income taxes provides for Federal, New York State and Pennsylvania State income taxes. The 2015 provision was $29.0 million. The effective tax rate for the Company was 33.1% in 2015, up from 32.7% 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, and investments in tax credits. Results of Operations (Comparison of December 31, 2014 and 2013 results) General The Company reported diluted earnings per share of $3.48 in 2014, compared to diluted earnings per share of $3.46 in 2013. Net income attributable to Tompkins Financial Corporation for the year ended December 31, 2014, was $52.0 million, up 2.3% compared to $50.9 million in 2013. Earnings for 2013 included certain nonrecurring items comprised of $846,000 in an after-tax gain on the redemption of trust preferred debentures, an after-tax gain on a deposit conversion of $771,000, and after-tax merger related expense of $140,000. Collectively, these items had a favorable impact to 2013 results of approximately $0.10 per share. In addition to earnings per share, key performance measurements for the Company included return on average shareholders’ equity (ROE) and return on average assets (ROA). ROE was 10.76% in 2014, compared to 11.47% in 2013, while ROA was 1.03% in 2014 and 2013. ### Segment Reporting ### Banking Segment The Banking segment reported net income of $46.1 million for the year ending December 31, 2014, representing a $901,000 or 2.0% increase compared to 2013, driven mainly by growth in net interest income and a lower provision for loan and lease losses. Net interest income increased $2.7 million in 2014, up 1.7% versus 2013, due primarily to loan growth and the lower cost of funds. Interest income declined $559,000 or 0.3%, while interest expense declined $3.3 million or 13.7% compared to the 2013. All associated segment results have been reconciled to their corresponding consolidated financial statement amounts (see “Note 22 – Segment and Related Information” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report for additional details). The provision for loan and lease losses was $2.3 million in 2014, compared to $6.2 million in the prior year reflecting an improvement in credit quality. Noninterest income declined by $452,000 or 1.6% when compared to year-end 2013. Included in 2013 results were two nonrecurring events: a $1.4 million pre-tax gain on the redemption of a Trust Preferred debenture acquired as part of the VIST acquisition and a $1.3 million pre-tax gain related to a deposit account conversion. For 2014, noninterest income improvements included a $909,000 or 10.7% in service charges on deposit accounts, a $726,000 or 10.1% increase in card services income, and a $495,000 increase in gains on loan sales. These were partially offset by a decline in gains on securities transactions of $208,000. Noninterest expenses were relatively flat compared to 2013 as salaries and wages and occupancy expense increases offset declines in employee benefit costs. ### Insurance Segment The Insurance segment reported net income of $3.1 million, down 3.9% when compared to 2013. Insurance commissions and fees increased $573,000 or 2.1% over the prior year. Revenues from the Company’s primary insurance lines: commercial, personal insurance and health and benefit insurance all increased compared to the prior year. Noninterest expense increased $1.1 million in 2014, up 4.8% compared to 2013. Increases in salaries and benefits costs, associated with merit increases and additional headcount contributed to most of the noninterest expense variance for 2014 compared to 2013. ### Wealth Management Segment The Wealth Management segment reported net income of $2.9 million for the twelve month period ended December 31, 2014, an increase of $407,000 or 16.1% compared to 2013. Investment services revenue of $15.5 million was up 2.5% from 2013. The market value of assets under management or in custody at December 31, 2014, totaled $3.8 billion, an increase of 9.2% compared to year-end 2013. ### Net Interest Income Net interest income is the Company’s largest source of revenue, representing 69.8% of total revenues for the twelve months ended December 31, 2014, and 69.7% of total revenues for the twelve months ended December 31, 2013. Net interest income was up 1.7% in 2014 compared to 2013. 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 Company’s net interest income over the past several years benefitted from steady growth in average earning assets, which were up 3.8% in 2014 compared to 2013, and lower funding costs which were down 13.7% in 2014 compared to 2013. For 2014 and 2013, the Company’s net interest income also benefitted from accretable yield attributable to loans acquired with evidence of credit deterioration and accounted for in accordance with ASC Topic 310-30. The increase in taxable-equivalent interest income in 2014 was the result of a $169.7 million or 3.8% increase in average interest-earning assets in 2014 over 2013 average interest-earning assets. The growth in average earning assets and the higher concentration of loans helped to offset lower asset yields. The average yield on interest earning assets declined by 17 basis points or 4.1% for the period ended December 31, 2014. Average loan balances were up $185.5 million or 6.1% in 2014 compared to 2013, while the average yields on loans were down 31 basis points or 6.2%. Average loan balances represented 69.0% of earning assets in 2014 compared to 67.5% 2013. The average securities balance of $34.2 million and the average yield on securities of 2.39% for 2014 were both in line with 2013. Interest expense for 2014 was down $3.3 million or 13.7% compared to 2013, while average interest bearing liabilities were in line with the prior year. The decrease in interest expense reflected lower average rates paid on deposits and borrowings during 2014 when compared to 2013 and growth in noninterest bearing deposit balances. The average rate paid on interest bearing deposits was 0.35%, down 5 basis points when compared to 2013. Average interest bearing deposits in 2014 were in line with 2013. Average noninterest bearing deposit balances in 2014 were up $97.2 million or 12.1% over 2013 and represented 22.1% of total deposits compared to 20.3% in 2013. Average other borrowings increased by $29.0 million or 13.0% year over year, mainly due to a higher volume of overnight borrowings with the FHLB in 2014. Provision for Loan and Lease Losses The provision for loan and lease losses was $2.3 million in 2014, compared to $6.2 million in 2013. Net loan charge-offs of $1.3 million in 2014 were down from $2.8 million in 2013. The decrease in provision expense was mainly a result of improved asset quality metrics and recoveries received on previously charged off credits. ### Noninterest Income Noninterest income represented 30.2% of total revenues in 2014, and 30.3% in 2013, and was an important factor in the Company’s results of operations. Noninterest income increased 1.2% over 2013. Insurance commissions and fees increased $573,000 or 2.1% over 2013. Revenues for commercial insurance lines, personal insurance lines, and health and benefit related insurance products were all up in 2014 compared to the same period in 2013. Investment services income in 2014 increased by $384,000 or 2.5% over 2013. Investment services income includes trust services, financial planning, and wealth management 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 market value of assets managed by, or in custody of, Tompkins was $3.8 billion at December 31, 2014, and $3.4 billion at December 31, 2013. These figures include $1.1 billion in 2014 and $906.8 million in 2013, of Company-owned securities where Tompkins Trust Company served as custodian. The increase in fair value of assets reflected favorable market conditions as well as successful business development initiatives resulting in customer retention. Service charges on deposit accounts were up $909,000 or 10.7%, compared to 2013. The year-over-year increase was due to service fee income on deposit accounts which were up $897,000, and was slightly offset by overdraft fees which were down $84,000 compared to December 31, 2013. The largest component of this category is overdraft fees, which is largely driven by customer activity. Card services income increased $726,000 or 10.1% over 2013. The primary components of card services income are fees related to debit card transactions and ATM usage. The increase over prior year was mainly in debit card income. Favorable trends in the number of cards issued and transaction volume were partially offset by lower interchange fees as a result of regulatory changes. Net mark-to-market gains on securities and borrowings held at fair value were $62,000 in 2014, up $45,000 compared to 2013. Mark-to-market losses or gains relate to the change in the fair value of securities and borrowings where the Company has elected the fair value option. The year-over-year gains were mainly attributed to changes in market interest rates. The Company recognized $391,000 of gains on sales/calls of available-for-sale securities in 2014, compared to $599,000 of gains in 2013. Sales of available-for-sale securities are generally the result of general portfolio maintenance and interest rate risk management. Other income of $9.0 million was down $1.6 million or 14.8% compared to 2013. 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, FDIC indemnification asset accretion and income from miscellaneous equity investments, including the Company’s investment in a Small Business Investment Company (“SBIC”). Other income for 2013 included a pre-tax gain of $1.4 million on the redemption of a Trust Preferred debenture acquired as part of the VIST Financial acquisition and a pre-tax $1.3 million gain associated with certain deposit accounts that were converted to alternative products during the fourth quarter of 2013. ### Noninterest Expense Noninterest expenses of $154.7 million for 2014 were in line with 2013. Changes in various components of noninterest expense are discussed below. Salaries and wages and pension and other employee benefit expenses increased $1.3 million or 1.5% over 2013. For 2014, salaries and wages were up $2.4 million or 3.5% over the prior year. The increases reflected additional employees, annual merit increases and higher accruals for incentive compensation. Pension and other employee benefits were down $1.1 million or 4.8% over 2013. The decrease in pension and other employee benefit expenses was mainly a result of an increase in the discount rate used to calculate the annual expense of these plans. Net occupancy expense increased $446,000 or 3.8% in 2014 over 2013. The increase reflects higher expenses related to rent, utilities, real estate taxes, depreciation and general maintenance of properties for the year. Other operating expenses of $41.1 million, increased by $480,000 or 1.2% compared to 2013. The primary components of other operating expenses in 2014 were technology expense ($6.2 million), marketing expense ($5.0 million), professional fees ($6.1 million), cardholder expense ($2.7 million) and other miscellaneous expense ($21.2 million). The increase in other miscellaneous expense when compared to 2013 was mainly due to amortization of the FDIC indemnification asset as a result of better than expected performance on FDIC covered loans. The Company’s efficiency ratio, defined as operating expense excluding amortization of intangible assets, divided by tax-equivalent net interest income plus noninterest income before securities gains and losses (increase in the cash surrender value of COLI is shown on a tax equivalent basis) was 63.9% in 2014, compared to 64.0% in 2013. Tax equivalency was based upon a 40% tax rate. Excluding the tax equivalent adjustments for tax-exempt securities and tax-exempt loans and leases, the efficiency ratio would be 64.8% in 2014 and 65.0% in 2013. ### Noncontrolling Interests The Company had net income attributable to noncontrolling interests of $131,000 in 2014 and 2013. The noncontrolling interests relate to three real estate investment trusts, which are substantially owned by the Company’s banking subsidiaries. ### Income Tax Expense The provision for income taxes provides for Federal, New York State and Pennsylvania State income taxes. The 2014 provision was $25.4 million. The effective tax rate for the Company was 32.7% in 2014, up from 29.0% in 2013. FINANCIAL CONDITION Total assets, at December 31, 2015, grew by $420.4 million or 8.0% compared to the previous year-end. The growth was mainly in the loan portfolio which was up $378.8 million or 11.2% over year-end 2014. As of December 31, 2015, total securities comprised 27.1% of total assets, compared to 28.5% of total assets at year-end 2014. The securities portfolio primarily contains mortgage-backed securities, obligations of U.S. Government sponsored entities, and obligations of states and political subdivisions. The Company has no investments in preferred stock of U.S. Government sponsored entities and no investments in pools of trust preferred securities. A more detailed discussion of the securities portfolio is provided below in this section under the caption “Securities”. Loans and leases were 66.3% of total assets at December 31, 2015, compared to 64.4% of total assets at December 31, 2014. A more detailed discussion of the loan portfolio is provided below in this section under the caption “Loans and Leases”. Total deposits increased by $226.2 million or 5.4% compared to December 31, 2014. Noninterest bearing deposits and checking, savings and money market deposits grew by $115.3 million or 11.3% and $153.8 million or 6.8%, respectively, compared to December 31, 2014. Time deposit balances decreased by 4.8% compared to 2014 year-end. Other borrowings, consisting mainly of short term advances with the FHLB, were up $179.7 million from December 31, 2014. A more detailed discussion of deposits and borrowings is provided below in this section under the caption “Deposits and Other Liabilities”. ### Shareholders’ Equity The Consolidated Statements of Changes in Shareholders’ Equity included in the Consolidated Financial Statements of the Company contained in Part II, Item 8. of this Report, detail the changes in equity capital. Total shareholders’ equity was up $26.9 million or 5.5% to $516.5 million at December 31, 2015, from $489.6 million at December 31, 2014. Additional paid-in capital increased by $1.9 million, from $348.9 million at December 31, 2014, to $350.8 million at December 31, 2015. The $1.9 million increase included the following: $1.9 million related to stock-based compensation; $1.7 million of proceeds from stock option exercises and the related tax benefits; $1.6 million related to shares issued for the employee stock ownership plan; and $355,000 related to shares issued for director deferred compensation plan. These were partially offset by the Company’s repurchase of 67,481 shares of its common stock for $3.5 million. Retained earnings increased by $32.3 million, reflecting net income of $58.4 million less dividends of $25.4 million. Accumulated other comprehensive loss increased from $24.0 million at December 31, 2014 to $31.0 million at December 31, 2015; reflecting a $5.6 million decrease in unrealized gains on available-for-sale securities due to market interest rates, and an $1.4 million unrealized loss associated with employee benefit plans. 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 capital ratios. Total shareholders’ equity was up $31.6 million or 6.9% to $489.6 million at December 31, 2014, from $457.9 million at December 31, 2013. Additional paid-in capital increased by $2.8 million, from $346.1 million at December 31, 2013, to $348.9 million at December 31, 2014. The $2.8 million increase included the following: $1.7 million of proceeds from stock option exercises and the related tax benefits; $1.5 million related to stock-based compensation; $2.2 million related to shares issued for dividend reinvestment plans; $1.5 million related to shares issued for the employee stock ownership plan; and $329,000 related to shares issued for director deferred compensation plan. These were partially offset by the Company’s repurchase of 101,466 shares of its common stock for $4.6 million. Retained earnings increased by $28.1 million, reflecting net income of $52.0 million less dividends of $24.0 million. Accumulated other comprehensive loss decreased from $25.1 million at December 31, 2013 to $24.0 million at December 31, 2014; reflecting a $11.1 million increase in unrealized gains on available-for-sale securities due to market interest rates, and an $10.1 million unrealized loss associated with postretirement benefit plans. The Company continued its long history of increasing cash dividends with a per share increase of 4.9% in 2015, which followed an increase of 5.2% in 2014. Dividends per share amounted to $1.70 in 2015, compared to $1.62 in 2014, and $1.54 in 2013. Cash dividends paid represented 43.5%, 46.1%, and 44.2% of after-tax net income in each of 2015, 2014, and 2013, respectively. On July 24, 2014, the Company’s Board of Directors authorized a share 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. During 2015, the Company repurchased 67,481 shares at an average price of $51.97. The Company and its subsidiary banks are subject to quantitative capital measures established by regulation to ensure capital adequacy. Consistent with the objective of operating a sound financial organization, the Company and its subsidiary banks maintain capital ratios well above regulatory minimums and meet the requirements to be considered well-capitalized under the regulatory guidelines. As of December 31, 2015, the capital ratios for the Company’s four subsidiary banks exceeded the minimum levels required to be considered well capitalized. Additional information on the Company’s capital ratios and regulatory requirements is provided in “Note 20 - Regulations and Supervision” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report on Form 10-K. ### Securities The Company maintains a portfolio of securities such as U.S. Treasuries, U.S. government sponsored entities securities, U.S. government agencies, non-U.S. Government agencies or sponsored entities mortgage-backed securities, obligations of states and political subdivisions thereof and equity securities. Management typically invests in securities with short to intermediate average lives in order to better match the interest rate sensitivities of its assets and liabilities. Investment decisions are made within policy guidelines established by the Company’s Board of Directors. The investment policy established by the Company’s Board of Directors is based on the asset/liability management goals of the Company, and is monitored by the Company’s Asset/Liability Management Committee. The intent of the policy is to establish a portfolio of high quality diversified securities, which optimizes net interest income within safety and liquidity limits deemed acceptable by the Asset/Liability Management Committee. The Company classifies its securities at date of purchase as available-for-sale, held-to-maturity or trading. Securities, other than certain obligations of states and political subdivisions thereof, are generally classified as available-for-sale. Securities available-for-sale may be used to enhance total return, provide additional liquidity, or reduce interest rate risk. The held-to-maturity portfolio consists of obligations of U.S. Government sponsored entities and obligations of state and political subdivisions. The securities in the trading portfolio reflect those securities that the Company elects to account for at fair value, with the adoption of ASC Topic 825, *Financial Instrument.* The Company’s total securities portfolio at December 31, 2015 totaled $1.54 billion compared to $1.50 billion at December 31, 2014. The tables below show The decrease in the available-for-sale portfolio during 2015 was mainly due to decreases in mortgage-backed securities issued by U.S. Government sponsored entities, partially offset by an increase in obligations of U.S. state and political subdivisions during the year. In addition, fair values decreased between year-end 2014 and year-end 2015 as a result of changes in market interest rates. The increase in the held-to-maturity portfolio was due to purchases of obligations of U.S. Government Additional information on the securities portfolio is available in “Note 2 Securities” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report, which details the types of securities held, the carrying and fair values, and the contractual maturities as of December 31, 2015 and 2014. *(in thousands)* | Available-for-Sale Securities | 2015 Amortized Cost | Fair Value | 2014 Amortized Cost | Fair Value | 2013 Amortized Cost | Fair Value | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Obligations of U.S. Government sponsored entities | **$551,176** | **$552,893** | $553,300 | $557,820 | $558,130 | $556,345 | | Obligations of U.S. states and political subdivisions | **83,981** | **84,726** | 70,790 | 71,510 | 68,216 | 67,962 | | Mortgage-backed securities-residential, issued by | | | | | | | | U.S. Government agencies | **94,459** | **94,678** | 108,931 | 109,926 | 147,766 | 146,678 | | U.S. Government sponsored entities | **656,947** | **650,097** | 660,195 | 659,120 | 587,843 | 577,472 | | Non-U.S. Government agencies or sponsored entities | **192** | **194** | 267 | 271 | 306 | 311 | | U.S. corporate debt securities | **2,500** | **2,162** | 2,500 | 2,162 | 5,000 | 4,633 | | Total debt securities | **1,389,255** | **1,384,750** | 1,395,983 | 1,400,809 | 1,367,261 | 1,353,401 | | Equity securities | **1,000** | **934** | 1,475 | 1,427 | 1,475 | 1,410 | | **Total available-for-sale securities** | **$1,390,255** | **$1,385,684** | $1,397,458 | $1,402,236 | $1,368,736 | $1,354,811 | Equity securities include miscellaneous investments carried at fair value, which approximates cost. | Held-to-Maturity Securities | 2015 Amortized Cost | Fair Value | 2014 Amortized Cost | Fair Value | 2013 Amortized Cost | Fair Value | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Obligations of U.S. Government sponsored entities | **$132,482** | **$132,687** | $71,906 | $72,269 | $0 | $0 | | Obligations of U.S. states and political subdivisions | **13,589** | **13,999** | 16,262 | 16,767 | 18,980 | 19,625 | | **Total held-to-maturity securities** | **$146,071** | **$146,686** | $88,168 | $89,036 | $18,980 | $19,625 | 36 | Trading Securities | 2015 Fair Value | 2014 Fair Value | 2013 Fair Value | | --- | ---: | ---: | ---: | | Obligations of U.S. Government sponsored entities | **$6,601** | $7,404 | $8,275 | | Mortgage-backed securities-residential issued by U.S. Government sponsored entities | **767** | 1,588 | 2,716 | | **Total trading securities** | **$7,368** | $8,992 | $10,991 | The decrease in trading securities reflects principal repayments and maturities received during 2015. The pre-tax mark-to-market losses on trading securities were $295,000, $269,000 and $538,000 in 2015, 2014 and 2013, respectively. 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. The Company did not recognize any net credit impairment charge to earnings on investment securities in 2015, 2014, and 2013. During 2013, the Company sold three non-U.S. Government agencies or sponsored entities mortgage backed securities for a gain of approximately $94,000. Prior to 2013, these non-U.S. Government agencies or sponsored entities mortgage backed securities were determined to be other-than-temporarily impaired and the Company did recognize net credit impairment charges to earnings of $441,000 over the life of these securities. The Company uses a two step modeling approach to analyze each non-agency CMO issue to determine whether or not the current unrealized losses are due to credit impairment and therefore other-than-temporarily impaired (“OTTI”). Step one in the modeling process applies default and severity credit vectors to each security based on current credit data detailing delinquency, bankruptcy, foreclosure and real estate owned (REO) performance. The results of the credit vector analysis are compared to the security’s current credit support coverage to determine if the security has adequate collateral support. If the security’s current credit support coverage falls below certain predetermined levels, step two is utilized. In step two, the Company uses a third party to assist in calculating the present value of current estimated cash flows to ensure there are no adverse changes in cash flows during the quarter leading to an other-than-temporary-impairment. Management’s assumptions used in step two include default and severity vectors and prepayment assumptions along with various other criteria including: percent decline in fair value; credit rating downgrades; probability of repayment of amounts due, credit support and changes in average life. As a result of the modeling process, the Company does not consider any investment security to be other-than-temporarily impaired at December 31, 2015. 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 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 $20.1million, $9.8 million and $95,000 at December 31, 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. At December 31, 2014, the Company’s holdings of FHLBNY stock, FHLBPITT stock, and ACBB stock totaled $14.6 million, $6.6 million, and $95,000, respectively. Management’s policy is to purchase investment grade securities that, on average, have relatively short expected durations. This policy helps mitigate interest rate risk and provides sources of liquidity without significant risk to capital. The contractual maturity distribution of debt securities and mortgage-backed securities as of December 31, 2015, along with the weighted average yield of each category, is presented in *Table 3-Maturity Distribution* below. Balances are shown at amortized cost and weighted average yields are calculated on a fully taxable-equivalent basis. Expected maturities will differ from contractual maturities presented in *Table 3-Maturity Distribution* below, because issuers may have the right to call or prepay obligations with or without penalty and mortgage-backed securities will pay throughout the periods prior to contractual maturity. ### Table 3 - Maturity Distribution *(dollar amounts in thousands)* | Obligations of U.S. Government sponsored entities | As of December 31, 2015 Securities Available-for-Sale1 Amount | Yield2 | Securities Held-to-Maturity Amount | Yield2 | | --- | ---: | ---: | ---: | ---: | | Within 1 year | $47,983 | 3.54% | $0 | 0.00% | | Over 1 to 5 years | 318,817 | 1.84% | 10,860 | 2.04% | | Over 5 to 10 years | 184,376 | 2.12% | 121,622 | 2.49% | | | $551,176 | 2.08% | $132,482 | 2.45% | | Obligations of U.S. state and political subdivisions | | | | | | Within 1 year | $5,953 | 3.37% | $9,249 | 3.75% | | Over 1 to 5 years | 32,646 | 3.33% | 3,209 | 7.23% | | Over 5 to 10 years | 34,784 | 3.03% | 963 | 7.82% | | Over 10 years | 10,598 | 3.45% | 168 | 8.48% | | | $83,981 | 3.22% | $13,589 | 4.92% | | Mortgage-backed securities - residential | | | | | | Within 1 year | $119 | 5.23% | $0 | 0.00% | | Over 1 to 5 years | 18,792 | 3.46% | 0 | 0.00% | | Over 5 to 10 years | 128,578 | 2.67% | 0 | 0.00% | | Over 10 years | 604,109 | 2.08% | 0 | 0.00% | | | $751,598 | 2.22% | $0 | 0.00% | | Other securities | | | | | | Over 10 years | $2,500 | 3.36% | $0 | 0.00% | | Equity securities | 1,000 | 3.00% | 0 | 0.00% | | | $3,500 | 3.26% | $0 | 0.00% | | Total securities | | | | | | Within 1 year | $54,055 | 3.52% | $9,249 | 3.75% | | Over 1 to 5 years | 370,255 | 2.05% | 14,069 | 3.22% | | Over 5 to 10 years | 347,738 | 2.41% | 122,585 | 2.53% | | Over 10 years | 617,207 | 2.11% | 168 | 8.48% | | Equity securities | 1,000 | 3.00% | 0 | 0.00% | | | $1,390,255 | 2.22% | $146,071 | 2.68% | #### 1 Balances of available-for-sale securities are shown at 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.* The average taxable-equivalent yield on the securities portfolio was 2.22% in 2015 and 2.39% in 2014 and 2013. At December 31, 2015, there were no holdings of any one issuer, other than the U.S. Government sponsored entities, in an amount greater than 10% of the Company’s shareholders’ equity. ### Loans and Leases ### Table 4 Composition of Loan and Lease Portfolio *(in thousands)* | Originated Loans and Leases Commercial and industrial | As of December 31, 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | Agriculture | **$88,299** | $78,507 | $74,788 | $77,777 | $67,566 | | Commercial and industrial other | **768,024** | 688,529 | 562,439 | 446,876 | 417,128 | | Subtotal commercial and industrial | **856,323** | 767,036 | 637,227 | 524,653 | 484,694 | | Commercial real estate | | | | | | | Construction | **103,037** | 72,427 | 46,441 | 41,605 | 47,304 | | Agriculture | **86,935** | 58,994 | 52,627 | 48,309 | 53,071 | | Commercial real estate other | **1,167,250** | 979,621 | 903,320 | 722,273 | 665,859 | | Subtotal commercial real estate | **1,357,222** | 1,111,042 | 1,002,388 | 812,187 | 766,234 | | Residential real estate | | | | | | | Home equity | **202,578** | 186,957 | 171,809 | 159,720 | 161,278 | | Mortgages | **823,841** | 710,904 | 658,966 | 573,861 | 500,034 | | Subtotal residential real estate | **1,026,419** | 897,861 | 830,775 | 733,581 | 661,312 | | Consumer and other | | | | | | | Indirect | **17,829** | 18,298 | 21,202 | 26,679 | 32,787 | | Consumer and other | **40,904** | 35,874 | 32,312 | 32,251 | 30,961 | | Subtotal consumer and other | **58,733** | 54,172 | 53,514 | 58,930 | 63,748 | | Leases | **14,861** | 12,251 | 5,563 | 4,618 | 6,489 | | Total loans and leases | **3,313,558** | 2,842,362 | 2,529,467 | 2,133,969 | 1,982,477 | | Less: unearned income and deferred costs and fees | **(2,790)** | (2,388) | (2,223) | (863) | (628) | | **Total originated loans and leases, net of unearned income and deferred costs and fees** | **$3,310,768** | $2,839,974 | $2,527,244 | $2,133,106 | $1,981,849 | | **Acquired Loans** | | | | | | | Commercial and industrial | | | | | | | Commercial and industrial other | **$84,810** | $97,034 | $128,503 | $167,427 | $0 | | Subtotal commercial and industrial | **84,810** | 97,034 | 128,503 | 167,427 | 0 | | Commercial real estate | | | | | | | Construction | **4,892** | 35,906 | 39,353 | 43,074 | 0 | | Agriculture | **2,095** | 3,182 | 3,135 | 3,247 | 0 | | Commercial real estate other | **284,952** | 308,488 | 366,438 | 445,359 | 0 | | Subtotal commercial real estate | **291,939** | 347,576 | 408,926 | 491,680 | 0 | | Residential real estate | | | | | | | Home equity | **42,092** | 56,008 | 67,183 | 81,657 | 0 | | Mortgages | **27,491** | 32,282 | 35,336 | 41,618 | 0 | | Subtotal residential real estate | **69,583** | 88,290 | 102,519 | 123,275 | 0 | | Consumer and other | | | | | | | Indirect | **0** | 0 | 5 | 24 | 0 | | Consumer and other | **911** | 1,095 | 1,219 | 1,498 | 0 | | Subtotal consumer and other | **911** | 1,095 | 1,224 | 1,522 | 0 | | Covered loans | **14,031** | 19,319 | 25,868 | 37,600 | 0 | | **Total acquired loans and leases** | **$461,274** | $553,314 | $667,040 | $821,504 | $0 | The Company did not have any acquired loans accounted for in accordance with ASC Topic 805 for the year ended December 31, 2011. Total loans and leases of $3.8 billion at December 31, 2015 were up $378.8 million or 11.2% from December 31, 2014. The growth was mainly due to organic loan growth. On August 1, 2012, the Company acquired $889.3 million of loans in the VIST Financial acquisition. These loans are shown in the table under the acquired loan heading. All other loans, including loans originated by VIST Bank since acquisition date of August 1, 2012, are considered originated loans. Originated loan balances at December 31, 2015 are up 16.6% over year-end 2014. The increase in originated loans, over prior year-end, was in all loan categories. As of December 31, 2015 total loans and leases represented 66.3% of total assets compared to 64.4% of total assets at December 31, 2014. Residential real estate loans of $1.1 billion at December 31, 2015, including home equity loans, increased by $109.9 million or 11.1% from $986.2 million at year-end 2014, and comprised 29.1% of total loans and leases at December 31, 2015. The growth in residential real estate loan balances reflects higher origination volumes due to the low interest rate environment as well as a decision to retain certain residential mortgages in the portfolio rather than 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 December 31, 2015 was insignificant. The Company has never had to repurchase a loan sold with recourse. During 2015, 2014, and 2013, the Company sold residential mortgage loans totaling $3.2 million, $19.9 million, and $13.2 million, respectively, and realized net gains on these sales of $54,000, $362,000, and $301,000, respectively. These residential real estate loans are generally sold without recourse in accordance with standard secondary market loan sale agreement. When residential mortgage loans are sold to FHLMC or SONYMA, the Company typically retains all servicing rights, which provides the Company with a source of fee income. In connection with the sales in 2015, 2014, and 2013, the Company recorded mortgage-servicing assets of $18,000, $146,000, and $85,000, respectively. 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 real estate loans totaled $1.6 billion at December 31, 2015; an increase of $190.5 million compared to December 31, 2014, and represented 43.7% of total loans and leases at December 31, 2015, compared to 43.0% at December 31, 2014. Commercial and industrial loans totaled $941.1 million at December 31, 2015, which is an increase of $77.1 million from $864.1 million reported as of December 31, 2014. As of December 31, 2015, agriculturally-related loans totaled $177.3 million or 4.7% of total loans and leases compared to $140.7 million or 4.2% of total loans and leases at December 31, 2014. 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 consumer loan portfolio includes personal installment loans, indirect automobile financing, and overdraft lines of credit. Consumer and other loans were $59.6 million at December 31, 2015, compared to $55.3 million at December 31, 2014. The lease portfolio increased by 21.3% to $14.9 million at December 31, 2015 from $12.3 million at December 31, 2014. As of December 31, 2015, commercial leases and municipal leases represented 100.0% of total leases. Management continues to review leasing opportunities, primarily commercial leasing and municipal leasing. 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). At 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 loans acquired from VIST and accounted for in accordance with ASC Subtopic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” was $26.5 million at December 31, 2015, 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, while decreases in expected cash flows are recognized as impairment through a loss provision and an increase in 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 $434.8 million at December 31, 2015 as compared to $518.9 million at December 31, 2014. The fair value of the acquired loans not exhibiting evidence of credit impairment was determined by projecting contractual cash flows discounted at risk-adjusted interest rates. 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. Purchased performing 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. Such estimated credit losses are recorded as an accretable discount in a manner similar to purchased impaired loans. The fair value discount other than for credit loss is accreted as an adjustment to yield over the estimated lives of the loans. Interest is accrued daily on the outstanding principal balances of purchased performing loans. Fair value adjustments are also accreted into income over the estimated lives of the loans on a level yield basis. At December 31, 2015, acquired loans included $14.0 million of covered loans as compared to $19.3 million of covered loans at the prior year-end. VIST Financial 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 5 – “FDIC Indemnification Asset Related to Covered Loans” in the Notes to Consolidated Financial Statements in Part II, Item 8. of this Report on Form 10-K. The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures. The Company reviewed the lending policies of Tompkins and VIST Financial, and adopted a uniform policy for the Company. There were no significant changes to the Company’s existing policies, underwriting standards and loan review. 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. ### Analysis of Past Due and Nonperforming Loans *(in thousands)* | Loans 90 days past due and accruing | 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | Commercial real estate | **$0** | $0 | $161 | $0 | $0 | | Residential real estate | **58** | 106 | 446 | 257 | 1,378 | | Consumer and other | **0** | 0 | 0 | 0 | 2 | | Total loans 90 days past due and accruing | **58** | 106 | 607 | 257 | 1,380 | | Nonaccrual loans | | | | | | | Commercial and industrial | **1,738** | 2,116 | 1,679 | 1,340 | 7,105 | | Commercial real estate | **6,054** | 7,520 | 23,364 | 25,014 | 26,352 | | Residential real estate | **9,863** | 9,043 | 13,086 | 11,084 | 5,884 | | Consumer and other | **182** | 349 | 254 | 302 | 237 | | Leases | **0** | 0 | 0 | 0 | 10 | | Total nonaccrual loans | **17,837** | 19,028 | 38,383 | 37,740 | 39,588 | | Troubled debt restructurings not included above | **3,915** | 3,444 | 45 | 1,532 | 428 | | **Total nonperforming loans and leases** | **21,810** | 22,578 | 39,035 | 39,529 | 41,396 | | Other real estate owned | **2,692** | 5,683 | 4,253 | 4,862 | 1,334 | | **Total nonperforming assets** | **$24,502** | $28,261 | $43,288 | $44,391 | $42,730 | | **Total nonperforming loans and leases as a percentage of total loans and leases** | **0.58%** | 0.67% | 1.22% | 1.34% | 2.09% | | **Total nonperforming assets as a percentage of total assets** | **0.43%** | 0.54% | 0.87% | 0.92% | 1.26% | | **Allowance as a percentage of nonperforming loans and leases** | **146.74%** | 128.43% | 71.65% | 62.34% | 66.65% | \* The 2015, 2014, 2013 and 2012 columns in the above table excludes $2.5 million, $3.5 million, $7.0 million and $18.7 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. The level of nonperforming assets at the past five year ends is illustrated in the table above. The table shows that the balances of nonperforming loans and assets were fairly consistent between 2011 and 2013 and down significantly in 2014 and 2015, and the ratios of nonperforming assets to total assets and nonperforming loans to total loans steadily improved over the period. The Company’s total nonperforming assets as a percentage of total assets is 0.43% at December 31, 2015, down from 0.54% at December 31, 2014, and continues to compare favorably to its peer group’s most recent ratio of 0.90% at December 31, 2015. The peer data is from the Federal Reserve Board and represents banks or bank holding companies with assets between $3.0 billion and $10.0 billion. Nonperforming loans at December 31, 2015 were down 3.4% from December 31, 2014. Nonperforming loans represented 0.58% of total loans at December 31, 2015, compared to 0.67% of total loans at December 31, 2014, and 1.22% of total loans at December 31, 2013. A breakdown of nonperforming loans by portfolio segment is shown above. Loans past due 90 days and accruing interest, nonaccrual loans, and other real estate owned were down at year-end 2015 from year-end 2014. At December 31, 2015, nonaccrual loans secured by commercial real estate were down $1.5 million or 19.5% from prior year-end and represented 33.9% of total nonaccrual loans compared to 39.5% at December 31, 2014. Nonaccrual loans secured by residential real estate were up 9.1% and represented 55.3% of total nonaccrual loans at December 31, 2015 compared to 47.5% for the same period in 2014. Loans are considered modified in a troubled debt restructuring (“TDR”) when, due to a borrower’s financial difficulties; the Company makes a concession(s) to the borrower that it would not otherwise consider. When modifications are provided for reasons other than as a result of the financial distress of the borrower, these loans are not classified as TDRs or impaired. 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 have shown a satisfactory period of repayment (generally six consecutive months) and where full collection of all is reasonably assured. At December 31, 2015, the Company had total TDRs of $8.0 million, which are included in the above table; $3.9 million in the line captioned “Troubled debt restructurings not included above” and the remainder within nonaccrual loans. In general, the Company places a loan on nonaccrual status if principal or interest payments becomes 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 called for by regulatory requirements. 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 difference between the interest income that would have been recorded if these loans and leases had been paid in accordance with their original terms and the interest income that was recorded for the year ended December 31, 2015, was $2.9 million. The amounts for the years ended December 31, 2014 and 2013 were $1.7 million and $1.2 million, respectively. The Company had no material commitments to make additional advances to borrowers with nonperforming loans. 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 loans that are 90 days or more past due. 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 Company’s recorded investment in originated loans and leases that are considered impaired totaled $9.1 million at December 31, 2015, and $10.4 million at December 31, 2014. At December 31, 2015 there was a specific reserve of $288,000 related to a commercial real estate loan, compared to a $652,000 reserve on a commercial real estate loan in 2014. 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 or the loans have been written down to fair value. 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. There was no interest income recognized on impaired loans and leases for 2015, 2014 and 2013. The ratio of the allowance to nonperforming loans (loans past due 90 days and accruing, nonaccrual loans and restructured troubled debt) was 146.74% at December 31, 2015, compared to 128.43% at December 31, 2014. The Company’s nonperforming loans are mostly made up of collateral dependent impaired loans requiring little to no specific allowance due to the level of collateral available with respect to these loans and/or previous charge-offs. Management reviews the loan portfolio 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 credit administration function, identified 29 commercial relationships from the originated portfolio and 23 commercial relationships from the acquired portfolio totaling $12.2 million and $3.1 million, respectively at December 31, 2015 that were potential problem loans. At December 31, 2014 there were 34 relationships totaling $14.8 million in the originated portfolio and 21 relationships totaling $8.8 million in the acquired portfolio that were considered potential problem loans. Of the 29 commercial relationships from the originated portfolio, there were 2 relationships that equaled or exceeded $1.0 million, which in aggregate totaled $4.0 million. Of the 23 commercial relationships from the acquired loan portfolio, there were no relationships that equaled or exceeded $1.0 million. The Company has seen improvement in the volume of potential problem loans over the past few years after seeing the volume increase in 2009 and 2010 as a result of weak economic conditions. The decrease in the dollar volume of potential problem loans since year-end 2014 was mainly due to the upgrade of several large commercial credits to a risk grading better than Substandard. The potential problem 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. While there has been general improvement in economic conditions, concerns continue to exist about the strength and sustainability of such improvements; the troubled state of financial and credit markets, including the impact international economic conditions could have on the U.S. economy; Federal Reserve positioning of monetary policy; low levels of workforce participation; and continued stagnant population growth in many of the Company’s primary market areas. ### The Allowance for Loan and Lease Losses ### Originated loans and leases The methodology for determining the allowance is considered by management to be a critical accounting policy due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the allowance. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and of current economic conditions. Tompkins' model has been designed with certain key concepts in mind, including: 1\. An acknowledgement that arriving at an appropriate allowance requires a high degree of management judgment and results in a range of estimated losses. 2\. The allowance should be maintained at a level appropriate to cover estimated losses on loans individually evaluated for impairment, as well as estimated credit losses inherent in the remainder of the portfolio. 3\. Estimates of credit losses should consider all significant factors that affect the collectability of the portfolio as of the evaluation date. 4\. Loss emergence period is a critical assumption in the allowance estimate, which represents the average amount of time between when loss events occur for specific loan types and when such problem loans are identified and the related loss amounts are confirmed through charge-offs 5\. The allowance should be based on a comprehensive, well-documented, and consistently applied analysis of the loan portfolio. The model is comprised of four 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 components include: 1\. *Impaired Loans* - Management considers a loan to be impaired if, based on current information, it is probable that the Company will be unable to collect all scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the effective interest rate of the loan or, as a practical expedient, at the observable market price or the fair value of collateral (less costs to sell) if the loan is collateral dependent. Management excludes large groups of smaller balance homogeneous loans such as residential mortgages, consumer loans, and leases, which are collectively evaluated. 2\. *Individually Reviewed Credits –* For loans that are not impaired, but are rated special mention or worse, management evaluates credits based on elevated risk characteristics and assigns reserves based upon analysis of historical loss experience of loans with similar risk characteristics. 3\. *Historical Loss Experience -* For loans that are not impaired, or reviewed individually, management assigns a reserve based upon historical loss experience over a designated look-back period. Management has evaluated a variety of look-back periods and has determined that a seven year look back period is appropriate to capture a full range of economic cycles. 4\. *Qualitative/Subjective Analysis –* The model also includes an analysis of a variety of subjective factors to support the reserve estimate. These subjective factors may include reserve allocations for risks that may not otherwise be fully recognized in other components of the model. Among the subjective factors that are routinely considered as part of this analysis are: growth trends in the portfolio, changes in management and/or polices related to lending activities, trends in classified or past due/nonaccrual loans, concentrations of credit, local and national economic trends, and industry trends. Periodically, management conducts an analysis to estimate the loss emergence period for various loan categories based on samples of historical charge-offs. Model output by loan category is reviewed to evaluate the reasonableness of the reserve levels in comparison to the estimated loss emergence period applied to historical loss experience. In addition to the components discussed above, management reviews the model output for reasonableness by analyzing the results in comparisons to recent trends in the loan/lease portfolio, through back-testing of results from prior models in comparison to actual loss history, and by comparing our reserves and loss history to industry peer results. The model results are reviewed by management at the Corporate Credit Policy Committee and at the Audit Committee of the Board of Directors. Additionally, on an annual basis, management conducts a validation process of the model. This validation includes reviewing the appropriateness of model calculations, back testing of model results and appropriateness of key assumptions used in the model. Although we believe our process for determining the allowance adequately considers all of the factors that would likely result in credit losses, this evaluation is inherently subjective as it requires material estimates, including expected default probabilities, loss emergence periods, the amounts and timing of expected future cash flows on impaired loans, and estimated losses based on historical loss experience and current economic conditions. All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional loan loss provisions may be required that would adversely impact earnings for future periods. Based on its evaluation of the allowance as of December 31, 2015, management considers the allowance to be appropriate. Under adversely or positively different conditions or assumptions, the Company would need to increase or decrease the allowance. ### Acquired Loans and Leases As part of our determination of the fair value of our acquired loans at the time of acquisition, the Company established a credit mark to provide for future losses in our acquired loan portfolio. There was no allowance for loan losses carried over from the acquired company. To the extent that credit quality deteriorates subsequent to acquisition, such deterioration would result in the establishment of an allowance for the acquired loan portfolio. #### Acquired loans accounted for under ASC 310-30 Acquired loans were accounted for under ASC 310-30, and 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 allocation of the Company’s allowance as of December 31, 2015, and each of the previous four years is illustrated in *Table 5- Allocation of the Allowance for Loan and Lease Losses*, below. ### Table 5 - Allocation of the Allowance for Originated and Acquired Loan and Lease Losses *(in thousands)* | | As of December 31, 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | **Originated loans outstanding at end of year** | **$3,310,768** | $2,839,974 | $2,527,244 | $2,133,106 | $1,981,849 | | **Allocation of the originated allowance by originated loan type:** | | | | | | | Commercial and industrial | **$10,495** | $9,157 | $8,406 | $7,533 | $8,936 | | Commercial real estate | **15,479** | 12,069 | 10,459 | 10,184 | 12,662 | | Residential real estate | **4,070** | 5,030 | 5,771 | 4,981 | 4,247 | | Consumer and other | **1,268** | 1,900 | 2,059 | 1,940 | 1,709 | | Leases | **0** | 0 | 5 | 5 | 39 | | **Total** | **$31,312** | $28,156 | $26,700 | $24,643 | $27,593 | | **Allocation of the originated allowance as a percentage of total originated allowance:** | | | | | | | Commercial and industrial | 34% | 32% | 31% | 31% | 32% | | Commercial real estate | 49% | 43% | 39% | 41% | 46% | | Residential real estate | **13%** | 18% | 22% | 20% | 16% | | Consumer and other | **4%** | 7% | 8% | 8% | 6% | | **Total** | **100%** | 100% | 100% | 100% | 100% | | **Loan and lease types as a percentage of total originated loans and leases:** | | | | | | | Commercial and industrial | **26%** | 27% | 25% | 24% | 24% | | Commercial real estate | **41%** | 39% | 40% | 39% | 39% | | Residential real estate | **31%** | 32% | 33% | 33% | 33% | | Consumer and other | **2%** | 2% | 2% | 4% | 3% | | Leases | **0%** | 0% | 0% | 0% | 1% | | **Total** | **100%** | 100% | 100% | 100% | 100% | *(in thousands)* | | As of December 31, 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | **Acquired loans outstanding at end of year** | **$461,274** | $553,314 | $667,040 | $821,504 | $0 | | **Allocation of the acquired allowance by acquired loan type:** | | | | | | | Commercial and industrial | **$433** | $431 | $168 | $0 | $0 | | Commercial real estate | **61** | 337 | 770 | 0 | 0 | | Residential real estate | **198** | 51 | 274 | 0 | 0 | | Consumer and other | **0** | 22 | 58 | 0 | 0 | | **Total** | **$692** | $841 | $1,270 | $0 | $0 | | **Allocation of the acquired allowance as a percentage of total acquired allowance:** | | | | | | | Commercial and industrial | **62%** | 51% | 13% | 0% | 0% | | Commercial real estate | **9%** | 40% | 61% | 0% | 0% | | Residential real estate | **29%** | 6% | 22% | 0% | 0% | | Consumer and other | **0%** | 3% | 5% | 0% | 0% | | **Total** | **100%** | 100% | 100% | 0% | 0% | | **Loan and lease types as a percentage of total acquired loans and leases:** | | | | | | | Commercial and industrial | **18%** | 18% | 19% | 20% | 0% | | Commercial real estate | **63%** | 63% | 61% | 60% | 0% | | Residential real estate | **15%** | 16% | 15% | 15% | 0% | | Consumer and other | **0%** | 0% | 1% | 1% | 0% | | Covered | **3%** | 3% | 4% | 4% | 0% | | **Total** | **100%** | 100% | 100% | 100% | 0% | The above tables provide, as of the dates indicated, an allocation of the allowance for probable and inherent loan losses by loan 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. The five year trend in the allowance is shown above. The growth in the total allowance balance in 2015 over 2014 and in 2014 over 2013 was mainly driven by growth in total loans, which were up 11.2% and 6.2%, respectively. The increased allocations related to loan growth were partially offset by improving asset quality measures, including lower levels of net loan losses, nonperforming loans, and balances of loans internally classified Special Mention or Substandard over the past few years. As of December 31, 2015, the total allowance for loan and lease losses was $32.0 million, which was up $3.0 million or 10.4% from year-end 2014. The year-end allowance for originated loans and leases was up $3.2 million compared to prior year, and the allowance for acquired loans was down $149,000 over year-end 2014. The $3.2 million or 11.2% increase in the allowance for originated loans in 2015 over 2014 was mainly due to the 16.6% growth in the originated portfolio. The increase in the reserve allocations for commercial and industrial and commercial real estate loans was mainly due to the growth rates of 11.6% and 22.2%, respectively, in these portfolios in 2015 over 2014. The higher loan balances impact the historical component of the Company’s allowance model, which applies a historical loss factor to each portfolio of pass rated credits. Partially offsetting the need for additional reserves resulting from loan growth was improvement in asset quality measures in the originated portfolio. The amount of originated loans internally-classified Special Mention, Substandard and Doubtful totaled $37.8 million at December 31, 2015 compared to $56.3 million at December 31, 2014 and $77.4 million at December 31, 2013. Net recoveries in the originated loan portfolio totaled $689,000 in 2015, $163,000 in 2014, and $1.1 million in 2013. Nonperforming loans and leases were down 3.4% from year-end 2014. The decrease in the allocation for residential real estate loans in 2015 compared to 2014 was a result of favorable adjustments to environmental factors reflecting improvements in past due residential loans, and a decrease in net charge-offs. The decrease in the allowance for acquired loans and leases reflects improved asset quality in 2015. The amount of acquired loans internally-classified as Special Mention and Substandard at December 31, 2015 was down $9.8 million or 35.8% compared to December 31, 2014, reflecting charge-offs, successful workouts and related paydowns during 2015. The level of future charge-offs is dependent upon a variety of factors such as national and local economic conditions, trends in various industries, underwriting characteristics, and conditions unique to each borrower. Given uncertainties surrounding these factors, it is difficult to estimate future losses. ### Table 6 - Analysis of the Allowance for Originated and Acquired Loan and Lease Losses *(in thousands)* | | December 31, 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | Average originated loans outstanding during year | **$3,023,456** | $2,624,282 | $2,307,493 | $2,301,901 | $1,928,540 | | Balance of allowance at beginning of year | **28,156** | 26,700 | 24,643 | 27,593 | 27,832 | | **Originated loans charged-off:** | | | | | | | Commercial and industrial | **221** | 470 | 1,605 | 5,328 | 2,403 | | Commercial real estate | **363** | 639 | 651 | 3,977 | 4,488 | | Residential real estate | **338** | 512 | 752 | 2,390 | 2,730 | | Consumer and other | **1,074** | 1,308 | 1,282 | 826 | 608 | | Leases | **0** | 0 | 0 | 0 | 3 | | **Total loans charged-off** | **$1,996** | $2,929 | $4,290 | $12,521 | $10,232 | | **Recoveries of originated loans previously charged-off:** | | | | | | | Commercial and industrial | **809** | 636 | 4,162 | 198 | 424 | | Commercial real estate | **1,277** | 1,832 | 718 | 200 | 280 | | Residential real estate | **112** | 88 | 48 | 30 | 33 | | Consumer and other | **487** | 536 | 419 | 306 | 311 | | **Total loans recovered** | **$2,685** | $3,092 | $5,347 | $734 | $1,048 | | Net loans (recovered) charged-off | **(689)** | (163) | (1,057) | 11,787 | 9,184 | | Additions to allowance charged to operations | **2,467** | 1,293 | 1,000 | 8,837 | 8,945 | | **Balance of originated allowance at end of year** | **$31,312** | $28,156 | $26,700 | $24,643 | $27,593 | | **Originated allowance as a percentage of originated loans and leases outstanding** | **0.95%** | 0.99% | 1.06% | 1.16% | 1.39% | | **Net (recoveries) charge-offs as a percentage of average originated loans and leases outstanding during the year** | **(0.02%)** | (0.01%) | (0.05%) | 0.51% | 0.48% | 47 *(in thousands)* | | December 31, 2015 | 2014 | 2013 | 2012 | 2011 | | --- | ---: | ---: | ---: | ---: | ---: | | Average acquired loans outstanding during year | **$508,490** | $614,740 | $746,045 | $80,208 | $0 | | Balance of allowance at beginning of year | **841** | 1,270 | 0 | 0 | 0 | | **Acquired loans charged-off:** | | | | | | | Commercial and industrial | **77** | 293 | 2,991 | 0 | 0 | | Commercial real estate | **400** | 631 | 179 | 0 | 0 | | Residential real estate | **302** | 484 | 696 | 0 | 0 | | Consumer and other | **6** | 51 | 25 | 0 | 0 | | **Total loans charged-off** | **$785** | $1,459 | $3,891 | $0 | $0 | | **Recoveries of acquired loans previously charged-off:** | | | | | | | Commercial and industrial | **7** | 0 | 0 | 0 | 0 | | Commercial real estate | **142** | 0 | 0 | 0 | 0 | | Residential real estate | **9** | 0 | 0 | 0 | 0 | | Consumer and other | **0** | 17 | 0 | 0 | 0 | | **Total loans recovered** | **$158** | $17 | $0 | $0 | $0 | | Net loans charged-off | **627** | 1,442 | 3,891 | 0 | 0 | | Additions to allowance charged to operations | **478** | 1,013 | 5,161 | 0 | 0 | | **Balance of acquired allowance at end of year** | **$692** | $841 | $1,270 | $0 | $0 | | **Acquired allowance as a percentage of acquired loans outstanding** | **0.14%** | **0.14%** | 0.17% | 0.00% | 0.00% | | **Net charge-offs as a percentage of average acquired loans and leases outstanding during the year** | **0.12%** | **0.23%** | 0.52% | 0.00% | 0.00% | | **Total net charge-offs as a percentage of average total loans and leases outstanding during the year** | **0.00%** | **0.04%** | 0.09% | 0.49% | 0.48% | The provision for loan and lease losses represents management’s estimate of the expense necessary to maintain the allowance for loan and lease losses at an appropriate level. The provision for loan and lease losses was $2.9 million in 2015, compared to $2.3 million in 2014. The provision for originated loans and leases was $2.5 million in 2015, up from $1.3 million in 2014. The increase in the provision expense for originated loans was driven by the growth in the originated portfolio in 2015 over 2014, partly offset by improvements in asset quality measures. The provision expense for originated loans in 2015 and 2014 benefitted from significant recoveries on two commercial/commercial real estate relationships that resulted in overall net recoveries on originated loans of $689,000 in 2015 and $163,000 in 2014. The provision for acquired loans was $478,000 in 2015, down from $1.0 million in 2014. Net charge-offs in the acquired portfolio were $627,000 in 2015, down from $1.4 million in 2014. For 2015, total net recoveries were $62,000 or 0.002% of average total loans and leases compared to net charge-offs of $1.3 million or 0.04% of average total loans and leases for 2014. The most recent peer ratio as of December 31, 2015 was 0.09%. The ratio of the allowance for originated loan and lease losses as a percentage of total loans was 0.95% at year-end 2015 compared to 0.99% at year-end 2014, which is reflective of the improvement in the level of loans internally classified Special Mention, Substandard and Doubtful and nonperforming loans and leases. Management believes that, based upon its evaluation as of December 31, 2015, the allowance is appropriate. ### Deposits and Other Liabilities Total deposits were $4.4 billion at December 31, 2015, an increase of $226.2 million or 5.4% compared to year-end 2014. The increase from year-end 2014 consisted of interest checking, savings and money market balances (up $153.8 million), and noninterest bearing deposits (up $115.3 million), which were partially offset by time deposits (down $42.9 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, brokered deposits and municipal money market deposits. Core deposits grew by $139.1 million or 4.1% to $3.5 billion at year-end 2015 from $3.4 billion at year-end 2014. Core deposits represented 80.1% of total deposits at December 31, 2015, compared to 81.1% of total deposits at December 31, 2014. Municipal money market accounts totaled $566.0 million at year-end 2015, which was an increase of 16.9% over 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 receive an additional inflow at the end of March from the electronic deposit of state funds. *Table 1-Average Statements of Condition and Net Interest Analysis,* above, shows the average balance and average rate paid on the Company’s primary deposit categories for the years ended December 31, 2015, 2014, and 2013. Average interest-bearing deposits were up 2.1% in 2015 over 2014. The average cost of interest-bearing deposits was 0.32% for 2015 and 0.35% for 2014. Average noninterest bearing deposits at December 31, 2015 were up $125.9 million or 13.9% over year-end 2014. A maturity schedule of time deposits outstanding at December 31, 2015, is included in “Note 8 Deposits” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. 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 $66.3 million at December 31, 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 amounted to $70.2 million at December 31, 2015, and $86.3 million at December 31, 2014. At December 31, 2015, the wholesale repurchase agreements included $55.0 million with the FHLB and $15.2 million with a large financial institution. Refer to “Note 9 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report for further details on the Company’s repurchase agreements. The Company’s other borrowings totaled $536.3 million at year-end 2015, up $179.7 million or 50.4% from $356.5 million at year-end 2014. The $536.3 million in borrowings at December 31, 2015, included $272.2 million in overnight advances from the FHLB, $250.0 million in term advances from the FHLB and a $13.5 million advance from a bank. Borrowings at year-end 2014 included $232.1 million in overnight advances from the FHLB, $111.0 million of FHLB term advances, and a $13.5 million advance from a bank. Of the $250.0 million of the FHLB term advances at year-end 2015, $80.0 million are due over one year. In 2007, the Company elected to account for a $10.0 million advance with the FHLB at fair value. The fair value of this advance decreased by $385,000 (pre-tax net mark-to-market gain of $385,000) over the 12-months ended December 31, 2015. Refer to “Note 10 Other Borrowings” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report for further details on the Company’s term borrowings with the FHLB. ### LIQUIDITY MANAGEMENT The objective of liquidity management is to ensure the availability of adequate funding sources to satisfy the demand for credit, deposit withdrawals, operating expenses, 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 may also use borrowings as part of a growth strategy. Asset and liability positions are monitored primarily through the Asset/Liability Management Committee of the Company’s subsidiary banks. This Committee reviews periodic reports on the 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 accounts, bank borrowings, securities sold under agreements to repurchase, overnight borrowings and term advances from the FHLB and other funding sources. Rates and terms are the primary determinants of the mix of these funding sources. Non-core funding sources totaled $1.5 billion at December 31, 2015, an increase of $256.3 million or 19.8% from $1.2 billion at December 31, 2014. Non-core funding sources increased year-over-year as the Company used growth in core deposits, brokered deposits, and time deposits of $250,000 or more to fund earning asset growth. Non-core funding sources as a percentage of total liabilities increased from 27.0% at year-end 2014 to 29.9% at year-end 2015. Non-core funding sources may require securities to be pledged against the underlying liability. Securities carried at $1.2 billion and $1.1 billion at December 31, 2015 and 2014, respectively, were either pledged or sold under agreements to repurchase. Pledged securities or securities sold under agreements to repurchase represented 81.2% of total securities at December 31, 2015, compared to 72.3% of total securities at December 31, 2014. Cash and cash equivalents totaled $58.3 million as of December 31, 2015, up 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 $64.0 million on December 31, 2015. The Company also had $7.4 million of securities designated as trading securities at December 31, 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 $745.0 million at December 31, 2015 compared with $769.3 million at December 31, 2014. Outstanding principal balances of residential mortgage loans, consumer loans, and leases totaled approximately $1.2 billion at December 31, 2015 as compared to $1.1 million 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 December 31, 2015, the unused borrowing capacity on established lines with the FHLB was $1.1 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 December 31, 2015, total unencumbered mortgage loans and securities of the Company were $521.5 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. *(in thousands)* | Table 7 - Loan Maturity Remaining maturity of originated loans | At December 31, 2015 Within Total | 1 year | 1-5 years | After 5 years | | --- | ---: | ---: | ---: | ---: | | Commercial and industrial | **$856,323** | $217,523 | $323,384 | $315,416 | | Commercial real estate | **1,357,222** | 37,130 | 108,011 | 1,212,081 | | Residential real estate | **1,026,419** | 606 | 10,365 | 1,015,448 | | **Total** | **$3,239,964** | $255,259 | $441,760 | $2,542,945 | *(in thousands)* | Remaining maturity of acquired loans | At December 31, 2015 Within Total | 1 year | 1-5 years | After 5 years | | --- | ---: | ---: | ---: | ---: | | Commercial and industrial | **$84,810** | $29,555 | $14,744 | $40,511 | | Commercial real estate | **291,939** | 12,595 | 157,844 | 121,500 | | Residential real estate | **69,583** | 19,107 | 3,395 | 47,081 | | Covered Loans | **14,031** | 4,911 | 2,742 | 6,378 | | **Total** | **$460,363** | $66,168 | $178,725 | $215,470 | Of the loan amounts shown above in Table 7 - Loan Maturity, maturing over 1 year, $1.5 billion have fixed rates and $1.9 billion have adjustable rates. ### OFF-BALANCE SHEET ARRANGEMENTS In the normal course of business the Company is party to certain financial instruments, which in accordance with accounting principles generally accepted in the United States, are not included in its Consolidated Statements of Condition. These transactions include commitments under standby letters of credit, unused portions of lines of credit, and commitments to fund new loans and are undertaken to accommodate the financing needs of the Company’s customers. Loan commitments are agreements by the Company to lend monies at a future date. These loan and letter of credit commitments are subject to the same credit policies and reviews as the Company’s loans. Because most of these loan commitments expire within one year from the date of issue, the total amount of these loan commitments as of December 31, 2015, are not necessarily indicative of future cash requirements. Further information on these commitments and contingent liabilities is provided in “Note 17 Commitments and Contingent Liabilities” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. ### CONTRACTUAL OBLIGATIONS The Company leases land, buildings, and equipment under operating lease arrangements extending to the year 2090. Most leases include options to renew for periods ranging from 5 to 20 years. In addition, the Company has a software contract for its core banking application through July 31, 2017, along with contracts for more specialized software programs through 2018. Further information on the Company’s lease arrangements is provided in “Note 7 Premises and Equipment” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Report. The Company’s contractual obligations as of December 31, 2015, are shown in *Table 8-Contractual Obligations and Commitments* below. *Table 8 - Contractual Obligations and Commitments* *(in thousands)* | Contractual cash obligations | At December 31, 2015 Payments due within Total | 1 year | 1-3 years | 3-5 years | After 5 years | | --- | ---: | ---: | ---: | ---: | ---: | | Long-term debt | $341,117 | $235,763 | $95,224 | $10,130 | $0 | | Trust Preferred Debentures1 | 87,122 | 2,196 | 4,392 | 4,392 | 76,142 | | Operating leases | 37,663 | 4,661 | 7,590 | 6,447 | 18,965 | | Software contracts | 4,351 | 2,464 | 1,851 | 36 | 0 | | **Total contractual cash obligations** | **$470,253** | **$245,084** | **$109,057** | **$21,005** | **$95,107** | | 1 Includes interest payments and assumes contractual payments made until maturity without conversion to stock or early redemption. | | | | | | ### RECENTLY ISSUED ACCOUNTING STANDARDS Refer to “Note 1 Summary of Significant Accounting Policies” in Notes to Consolidated Financial Statements in Part II, Item 8. of this Form 10-K for details of recently issued accounting pronouncements and their expected impact on the Company’s financial statements. ### Fourth Quarter Summary Fourth quarter 2015 net income was $13.9 million, an increase of 9.2% compared to the fourth quarter of 2014 net income of $12.7 million. Diluted earnings per share of $0.92 for the fourth quarter of 2015 were up 8.2% from $0.85 for the comparable period in 2014. Net interest income on a taxable-equivalent basis totaled $44.5 million in the fourth quarter of 2015, up 4.1% from $42.7 million in the year-earlier quarter. Growth in average earning assets of $462.0 million was partially offset by an 18 basis point narrowing of the net interest margin to 3.35% in the fourth quarter of 2015 from 3.53% in 2014’s fourth quarter. The rise in average earning assets was attributable to a $387.3 million increase in average loans and leases and a $65.6 million increase in average investment securities balances. The yield on average interest earning assets of 3.74% for the fourth quarter of 2015 was down 20 basis points or 5.1% compared to the fourth quarter of 2014, and was partially offset by a lower cost of funds in 2015. Average noninterest bearing deposits balances for the fourth quarter of 2015 were up $132.7 million or 13.6% compared to the fourth quarter of 2014, and $54.7 million or 5.2% compared to the third quarter of 2015. The average cost of interest bearing liabilities in the fourth quarter of 2015 was 0.52% compared to 0.53% in the third quarter of 2015 and 0.54% in the fourth quarter of 2014. Provision for loan and lease losses was $1.5 million for the fourth quarter of 2015, compared to $1.6 million in the fourth quarter of 2014. Net charge-offs totaled $494,000 in the fourth quarter of 2015, compared to net charge-offs of $344,000 for the fourth quarter of 2014. Noninterest income was $17.9 million for the fourth quarter of 2015, which was in line with the same period in 2014, and up 2.8% from the third quarter of 2015. Fee based income was up 2.5% in the fourth quarter of 2015 compared to the same period in 2014. Insurance revenue was up 4.2% and deposit fees were up 5.0% compared to the fourth quarter of 2014, while investment service revenue was down 1.2% compared to the same period in 2014. Gains on sales of available-for-sale securities were $3,000 for the fourth quarter of 2015 compared to gains of $241,000 reported for the same period in 2014. Noninterest expense was $39.4 million in the fourth quarter of 2015, which was in line with the same period in 2014, and up 3.9% compared to the third quarter of 2015. ## Market risk As filed, 5,500 characters. ### 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 by showing 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 Board-approved levels. The Committee also discusses 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 November 30, 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 of approximately 1.9% from the base case, while a 100 basis point parallel decline in interest rates over a one-year period would result in a one-year decrease in net interest income of approximately 1.1% from the base case. The simulation assumes no balance sheet growth and no management action to address balance sheet mismatches. The decrease in net interest income in the rising rate scenario is a result of the balance sheet showing a more liability sensitive position. Rate sensitive assets which reprice or are replaced into higher rates outpace rising non-maturity deposit costs, resulting in an expansion of balance sheet spread and a decreasing trend in net interest income. The slight exposure in the 100 basis point decline scenario results from the Company’s assets repricing downward to a greater degree than the rates on the Company’s interest-bearing liabilities, mainly deposits. Rates on savings and money market accounts are at low levels given the historically low interest rate environment experienced in recent years. In addition, the model assumes that prepayments accelerate in the down interest rate environment resulting in additional pressure on asset yields as proceeds are reinvested at lower rates. In our most recent simulation, the base case scenario, which assumes interest rates remain unchanged from the date of the simulation, reflects a net interest margin that remains relatively stable over the next 12 to 18 months. 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 its 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. *Table 9-Interest Rate Risk Analysis* below is a Condensed Static Gap Report, which illustrates the anticipated repricing intervals of assets and liabilities as of December 31, 2015. The Company’s one-year interest rate gap was a negative $423.8 million or 7.45% of total assets at December 31, 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 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. *(in thousands)* | Table 9 - Interest Rate Risk Analysis Condensed Static Gap - December 31, 2015 | Repricing Interval Total | 0-3 months | 3-6 months | 6-12 months | 12 months | | --- | ---: | ---: | ---: | ---: | ---: | | Interest-earning assets\* | $5,347,702 | $1,066,424 | $251,181 | $424,521 | $1,742,126 | | Interest-bearing liabilities | 3,966,960 | 1,664,886 | 201,769 | 299,288 | 2,165,943 | | Net gap position | | (598,462) | 49,412 | 125,233 | (423,817) | | Net gap position as a percentage of total assets | | **(10.52)%** | **0.87%** | **2.20%** | **(7.45)%** | | \*Balances of available-for-sale securities are shown at amortized cost. | | | | | | 53 #### \[This Page Intentionally Left Blank\] ## Controls and procedures As filed, 1,979 characters. ### Evaluation of Disclosure Controls and Procedures The Company’s management, including its 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 Exchange Act) as of December 31, 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 Form 10-K, the Company’s disclosure controls and procedures were effective. Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of December 31, 2015, management evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework for effective internal control over financial reporting established in “Internal Control - Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on its evaluation under the COSO framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015. The results of management’s assessment was reviewed with the Company’s Audit Committee of its Board of Directors. The registered public accounting firm that audited the Company’s financial statements included in this report has issued a report on the Company’s internal controls over financial reporting, which is included in Part II, Item 8 of this Report. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2015, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Filed Mar 15, 2016. Source: SEC EDGAR, the filing index for accession 0001387131-16-004584. Last ingested by Listed: Oct 31, 2026, 15:15 ET. No prices; not investment advice.