BUSINESS



Corporate Overview and Strategic Initiatives
Tompkins Financial Corporation ("Tompkins" or the "Company") is headquartered in
Ithaca, New York and is registered as a Financial Holding Company with the
Federal Reserve Board under the Bank Holding Company Act of 1956, as amended.
The Company is a locally oriented, community-based financial services
organization that offers a full array of products and services, including
commercial and consumer banking, leasing, trust and investment management,
financial planning and wealth management, and insurance services. At September
30, 2021, the Company had four wholly-owned banking subsidiaries: Tompkins Trust
Company (the "Trust Company"), The Bank of Castile (DBA Tompkins Bank of
Castile), Mahopac Bank (DBA Tompkins Mahopac Bank), and VIST Bank (DBA Tompkins
VIST Bank). The Company's banks have announced plans for a rebranding effort,
pursuant to which the Company's four wholly-owned banking subsidiaries will be
combined into one bank, with The Bank of Castile, Mahopac Bank, and VIST Bank
merging with and into Tompkins Trust Company. The Company has received all
applicable regulatory approvals, and the combined bank will conduct business
under the "Tompkins" brand name, with a legal name of "Tompkins Community Bank."
The re-branding and combination is anticipated to take effect in January 2022.
The Company also has a wholly-owned insurance agency subsidiary, Tompkins
Insurance Agencies, Inc. ("Tompkins Insurance"). The trust division of the Trust
Company provides a full array of investment services, including investment
management, trust and estate, financial and tax planning as well as life,
disability and long-term care insurance services. The Company's principal
offices are located at 118 E. Seneca Street, Ithaca, NY, 14850, and its
telephone number is (888) 503-5753. The Company's common stock is traded on the
NYSE American under the Symbol "TMP."

The Tompkins strategy centers around our core values and a commitment to
delivering long-term value to our clients, communities, and shareholders. A key
strategic initiative for the Company is a focus on responsible and sustainable
growth, including initiatives to grow organically through our current
businesses, as well as through possible acquisitions of financial institutions,
branches, and financial services businesses. As such, the Company has acquired,
and from time to time considers acquiring, banks, thrift institutions, branch
offices of banks or thrift institutions, or other businesses 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.

Business Segments
Banking services consist primarily of attracting deposits from the areas served
by the Company's four banking subsidiaries' 63 banking offices (43 offices in
New York and 20 offices in Pennsylvania) and using those deposits to originate a
variety of commercial loans, consumer loans, real estate loans (including
commercial loans collateralized by real estate), and leases. The Company's
lending function is managed within the guidelines of a comprehensive
Board-approved lending policy. Reporting systems are in place to provide
management with ongoing information related to loan production, loan quality,
concentrations of credit, loan delinquencies, and nonperforming and potential
problem loans. Banking services also include a full suite of products such as
debit cards, credit cards, remote deposit, electronic banking, mobile banking,
cash management, and safe deposit services.

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

Insurance services include property and casualty insurance, employee benefit
consulting, and life, long-term care and disability insurance. Tompkins
Insurance is headquartered in Batavia, New York. Over the 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. 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, and one stand-alone
office in Tompkins County, New York.

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


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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 services, 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. In addition, the Company focuses on providing unparalleled
customer service, which includes offering a strong suite of products and
services, including products that are accessible to our customers through
digital means. Although management feels that this business model has caused the
Company to grow its customer base in recent years and allows it to compete
effectively in the markets it serves, we cannot assure you that such factors
will result in future success.
Regulation
Banking, insurance services and wealth management are highly regulated. As a
financial holding company with four community banks, a registered investment
adviser, and an insurance agency subsidiary, the Company and its subsidiaries
are subject to examination and regulation by the Federal Reserve Board ("FRB"),
Securities and Exchange Commission ("SEC"), the Federal Deposit Insurance
Corporation ("FDIC"), the New York State Department of Financial Services,
Pennsylvania Department of Banking and Securities, the Financial Industry
Regulatory Authority, and the Pennsylvania Insurance Department.

OTHER IMPORTANT INFORMATION



The following discussion is intended to provide an understanding of the
consolidated financial condition and results of operations of the Company for
the three and nine months ended September 30, 2021. It should be read in
conjunction with the Company's Audited Consolidated Financial Statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2020, and the Unaudited Consolidated Financial Statements and
notes thereto included in Part I of this Quarterly Report on Form 10-Q.

In this Report, there are comparisons of the Company's performance to that of a
peer group, which is comprised of the group of 146 domestic bank holding
companies with $3 billion to $10 billion in total assets as defined in the
Federal Reserve's "Bank Holding Company Performance Report" for June 30, 2021
(the most recent report available). Although the peer group data is presented
based upon financial information that is one fiscal quarter behind the financial
information included in this report, the Company believes that it is relevant to
include certain peer group information for comparison to current quarter
numbers.

Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. The
statements contained in this Report that are not statements of historical fact
may include forward-looking statements that involve a number of risks and
uncertainties. Forward-looking statements may be identified by use of such words
as "may", "will", "estimate", "intend", "continue", "believe", "expect", "plan",
or "anticipate", and other similar words. Examples of forward-looking statements
may include statements regarding the asset quality of the Company's loan
portfolios; the level of the Company's allowance for credit losses; whether,
when and how borrowers will repay deferred amounts and resume scheduled
payments; the sufficiency of liquidity sources; the Company's exposure to
changes in interest rates, and to new, changed, or extended
government/regulatory expectations; the impact of changes in accounting
standards; and trends, plans, prospects, growth and strategies. 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 expressed and/or implied by forward-looking statements. The following
factors, in addition to those listed as Risk Factors in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2020, are among those that
could cause actual results to differ
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materially from the forward-looking statements: changes in general economic,
market and regulatory conditions; the severity and duration of the COVID-19
pandemic and the impact of the pandemic (including governments' responses to the
pandemic) on economic and financial markets, potential regulatory actions, and
modifications to our operations, products, and services relating thereto;
disruptions in our and our customers' operations and loss of revenue due to
pandemics, epidemics, widespread health emergencies, government-imposed
travel/business restrictions, or outbreaks of infectious diseases such as the
COVID-19, and the associated adverse impact on our financial position,
liquidity, and our customers' abilities or willingness to repay their
obligations to us or willingness to obtain financial services products from the
Company; a decision to amend or modify the terms under which our customers are
obligated to repay amounts owed to us; 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 and the Economic Growth, Regulatory Relief, and Consumer
Protection Act; legislative and regulatory changes in response to COVID-19 with
which we and our subsidiaries must comply, including the Coronavirus Aid,
Relief, and Economic Security Act (the "CARES Act") and the Consolidated
Appropriations Act, 2021, and the rules and regulations promulgated thereunder,
and federal, state and local government mandates; 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; reliance on large customers;
uncertainties arising from national and global events, including the potential
impact of widespread protests, civil unrest, and political uncertainty on the
economy and the financial services industry; and financial resources in the
amounts, at the times and on the terms required to support the Company's future
businesses.

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

Management considers accounting estimates to be critical to reported financial
results if (i) the accounting estimates require management to make assumptions
about matters that are highly uncertain, and (ii) different estimates that
management reasonably could have used for the accounting estimate in the current
period, or changes in the accounting estimate that are reasonably likely to
occur from period to period, could have a material impact on the Company's
financial statements. Management considers the accounting policies relating to
the allowance for credit losses ("allowance", or "ACL"), and the review of the
securities portfolio for other-than-temporary impairment 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. On January 1, 2020, the Company
adopted ASU 2016-13, "Financial Instruments - Credit Losses (ASC Topic 326):
Measurement of Credit Losses on Financial Instruments," which resulted in
changes to the Company's existing critical accounting policy that existed at
December 31, 2019.

For information on the Company's significant accounting policies and to gain a
greater understanding of how the Company's financial performance is reported,
refer to Note 1 - "Summary of Significant Accounting Policies" in the Notes to
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 2020. Refer to "Recently Issued
Accounting Standards" in Management's Discussion and Analysis in this Quarterly
Report on Form 10-Q for a discussion of recent accounting updates.

COVID-19 Pandemic and Recent Events



The COVID-19 global pandemic continued to present health and economic challenges
during the third quarter of 2021. During the third quarter, the Company
continued to focus on the health and well-being of its workforce, meeting its
clients' needs, and supporting its communities. The Company has designated a
Pandemic Planning Committee, which includes key individuals across the Company
as well as members of Senior Management, to oversee the Company's response to
COVID-19, and has implemented a number of risk mitigation measures designed to
protect our employees and customers while maintaining services for our customers
and community. These measures included restrictions on business travel,
establishment of a remote work environment for most non-customer facing
employees, and social distancing restrictions for those employees working at our
offices and branch locations. In July 2020, we began initiating the reopening of
our offices and reinstatement of branch services, and the return of our
workforce, but as of September 30, 2021, approximately 85% of our noncustomer
facing employees continued to work remotely. As New York State has eased
COVID-19 restrictions, we have lifted our own restrictions including opening our
facilities to employees and customers, lifting travel restrictions, and
discontinuing other
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guidelines put in place as a result of the COVID-19 pandemic. However, on-site
employees who have not provided proof of vaccination are required to wear masks
and follow distancing requirements consistent with CDC guidelines.

Tompkins continues to offer, on a limited basis, assistance to its customers
affected by the COVID-19 pandemic by implementing a payment deferral program to
assist both consumer and business borrowers that may be experiencing financial
hardship due to COVID-19. Our standard program allowed for the deferral of loan
payments for up to 90 days; in certain cases we extended additional deferrals or
other accommodations. As part of this program, the Company deferred
approximately 3,843 loans totaling $1.6 billion. As of September 30, 2021, 3,791
loans totaling approximately $1.4 billion had moved out of the deferral status,
of those loans 1.3% were more than 30 days past due. As of September 30, 2021,
total loans that continued in a deferral status amounted to approximately $12.8
million, representing 0.25% of total loans. We expect that loans in the deferral
program will continue to accrue interest during the deferral period unless
otherwise classified as nonperforming. The provisions of the CARES Act and the
interagency guidance issued by Federal banking regulators provided clarification
related to modifications and deferral programs to assist borrowers who are
negatively impacted by the COVID-19 national emergency. The guidance and
clarifications detail certain provisions whereby banks are permitted to make
deferrals and modifications to the terms of a loan which would not require the
loan to be reported as a troubled debt restructuring ("TDR"). In accordance with
the CARES Act and the interagency guidance, the Company elected to adopt the
provisions to not report qualified loan modifications as TDRs. The relief
related to TDRs under the CARES Act was extended by the Consolidated
Appropriations Act, 2021. Under the Consolidated Appropriations Act, relief
under the CARES Act will continue until the earlier of (i) 60 days after the
date the COVID-19 national emergency comes to an end or (ii) January 1, 2022.

Management continues to monitor credit conditions carefully at the individual
borrower level, as well as by industry segment, in order to be responsive to
changing credit conditions. It is difficult to assess whether a customer that
continues to experience COVID-19 related financial hardship will be able to
perform under the original terms of the loan once the deferral period ends. Any
such inability to perform may result in increases in past due and nonperforming
loans. The balance of loans in deferral as of September 30, 2021 reflects a
continued decrease, resulting in immaterial industry concentrations as a
percentage of each loan segment.

The Company also participated in the U.S. Small Business Administration ("SBA")
Paycheck Protection Program ("PPP"). This program provides borrower guarantees
for lenders, and envisions a certain amount of loan forgiveness for loan
recipients who properly utilize funds, all in accordance with the rules and
regulations established by the SBA for the PPP. The Company began accepting
applications for PPP loans on April 3, 2020, and had funded 2,998 loans totaling
about $465.6 million when the initial program ended. On January 19, 2021, the
Company began accepting both first draw and second draw applications for the
reopening of the PPP program. The 2021 PPP program funding closed for new
applications on May 12, 2021. The Company funded 2,142 PPP loan applications
totaling $228.5 million in 2021.

Out of the total $694.1 million of PPP loans that the Company had funded through
October 12, 2021, approximately $552.0 million had been forgiven by the SBA
under the terms of the program. Total net deferred fees on the remaining balance
of PPP loans amounted to $6.2 million at September 30, 2021.

As of September 30, 2021, the Company's nonperforming assets represented 0.75%
of total assets, up from 0.60% at December 31, 2020. Despite relatively stable
trends in nonperforming assets and other delinquency, some customers have
experienced continued cash flow stress related to the pandemic, resulting in an
increase in loans rated Substandard, which totaled $70.2 million at September
30, 2021, up from $68.6 million at December 31, 2020, and up from $45.4 million
at September 30, 2020. The downgrades to Substandard were primarily due to one
commercial real estate loan totaling $7.5 million, which continues to accrue
interest. At September 30, 2021, loans rated Special Mention declined to $98.3
million from $122.7 million at September 30, 2020. As mentioned above, the
Company is working with its customers who are dealing with hardships caused by
the pandemic, and as part of those efforts, the Company implemented a loan
payment deferral program in March 2020 and participates in the PPP. As of
September 30, 2021, the Company had not experienced any significant impact to
our liquidity or funding capabilities as a result of COVID-19. The Company's
participation as a lender in the PPP has been a use of liquidity; however, the
Federal Reserve Bank has provided a lending facility that may be used by banks
to obtain funding specifically for PPP loans. PPP loans would be pledged as
collateral on a bank's borrowings under the Federal Reserve Bank's designated
PPP lending facility. As of September 30, 2021, the Company has not accessed
this Federal Reserve Bank PPP lending facility.

RESULTS OF OPERATION



Performance Summary
Net income for the third quarter of 2021 was $21.3 million or $1.45 diluted
earnings per share, compared to $24.2 million or $1.63 diluted earnings per
share for the same period in 2020. Net income for the first nine months of 2021
was $69.8 million or $4.72 diluted earnings per share compared to $53.6 million
or $3.59 diluted earnings per share for the first nine months of 2020.
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Net income for the third quarter of 2021 was down $2.9 million or 11.9% when
compared to the same quarter in 2020. For the year to date period ending
September 30, 2021, net income increased by $16.2 million or 30.1%. Results for
the third quarter of 2021 were negatively impacted by approximately $4.1 million
($0.21 per share) of nonrecurring expenses related to the prepayment of
borrowings and the redemption of trust preferred securities. Though these
transactions had a negative impact on earnings during the third quarter of 2021,
management expects that they will have a favorable impact on future earnings by
way of reduced interest expense. The increase in net income for the nine months
ended September 30, 2021 over the same period in 2020 was mainly a result of
lower provisions for credit losses and higher noninterest revenues, partially
offset by higher noninterest expenses which included penalties of $2.9 million
related to the prepayment of FHLB advances, and a higher effective tax rate.

Return on average assets ("ROA") for the quarter ended September 30, 2021 was
1.05%, compared to 1.27% for the quarter ended September 30, 2020. Return on
average shareholders' equity ("ROE") for the third quarter of 2021 was 11.55%,
compared to 13.59% for the same period in 2020. For the year-to-date period
ended September 30, 2021, ROA and ROE totaled 1.17% and 12.87%, respectively,
compared to 0.99% and 10.33%, for the same period in 2020.

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

Banking Segment
The banking segment reported net income of $17.8 million for the third quarter
of 2021, a decrease of $3.8 million or 17.8% from net income of $21.6 million
for the same period in 2020. For the nine months ended September 30, 2021, the
banking segment reported net income of $60.8 million, an increase of $13.3
million or 28.0% from the same period in 2020.

Net interest income of $56.1 million for the third quarter of 2021 was down $2.2
million or 3.7% from the same period in 2020. For the nine months ended
September 30, 2021, net interest income of $166.0 million was down $1.6 million
or 1.0% compared to the first nine months of 2020. The decrease in net interest
income for the three and nine month period ended September 30, 2021 over the
same periods in 2020 was mainly driven by the decrease in average asset yields
offsetting the favorable impact of an increase in average earning assets and
lower funding costs. Net interest income for the three and nine months ended
September 30, 2021 included net deferred loan fees associated with PPP loans of
$3.3 million and $8.0 million, respectively, compared to net deferred loan fees
of $2.4 million and $4.8 million for the three and nine months ended September
30, 2020, respectively. Interest expense for the three and nine months ended
September 30, 2021, respectively, was negatively impacted by an accelerated
non-cash purchase accounting discount of $1.2 million and $1.9 million,
respectively, related to the redemption of trust preferred securities.

The provision for credit losses was a credit of $1.2 million for the three
months ended September 30, 2021, compared to a credit of $218,000 for the same
period in 2020. For the nine month period ended September 30, 2021, the
provision for credit losses was a credit of $6.1 million compared to a provision
of $17.4 million for the same period in 2020. The first quarter of 2020 included
a provision expense of $16.8 million related to the impact of the economic
conditions due to COVID-19 on economic forecasts and other model assumptions
relied upon by management in determining the allowance for credit losses, and
reflects the calculation of the allowance for credit losses in accordance with
ASU 2016-13. For additional information, see the section titled "The Allowance
for Credit Losses" below.

Noninterest income of $6.4 million for the three months ended September 30, 2021
was up $440,000 or 7.4% compared to the same period in 2020. The increase was
mainly in card services income and service charges on deposits accounts, which
were up $298,000 or 12.3% and $194,000 or 13.4%, respectively, over the same
quarter in 2020. For the nine months ended September 30, 2021, noninterest
income of $19.2 million was down $42,000 or 0.2% compared to the nine months
ended September 30, 2020.

Noninterest expense of $40.6 million and $113.8 million, respectively, for the
three and nine months ended September 30, 2021, was up $3.2 million or 8.5% and
$3.7 million or 3.3%, respectively, from the same periods in 2020. Included in
the quarter and year-to-date periods of 2021 were penalties of $2.9 million
related to the prepayment of $135.0 million in FHLB fixed rate advances. The
advances, which were paid off in September 2021, carried a weighted average
interest rate of 2.26% and had a weighted average maturity of 1.25 years.

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Insurance Segment
The insurance segment reported net income of $2.3 million for the three months
ended September 30, 2021, which was up $462,000 or 25.7% compared to the third
quarter of 2020. Total noninterest revenue was up $927,000 or 10.3% for the
third quarter of 2021 compared to the same quarter in the prior year, primarily
due to growth in commercial lines revenue. The growth in commercial lines
revenue is attributed to increased new business, growth within the existing
client base, and premium increases related to change in general market
conditions.

For the nine months ended September 30, 2021, net income was up $1.7 million or
47.2% compared to the same period in the prior year. Total revenue was up $3.0
million or 12.2% compared to the same period in the prior year. The increase in
revenues and net income for the nine months ended September 30, 2021 compared to
the prior year is mainly due to growth in overall commission revenue of $1.5
million or 6.8%, primarily in commercial lines, and contingency income, which
was up $890,000 or 39.7%. In addition, revenue for the prior year was reduced by
an increase in reserves for cancellations and policy changes as a result of
economic uncertainties related to COVID-19.

Noninterest expenses for the three months ended September 30, 2021 were up
$287,000 or 4.4% compared to the three months ended September 30, 2020.
Year-to-date noninterest expenses were up $565,000 or 2.9% compared to the nine
months ended September 30, 2020. The increases in noninterest expenses for the
three and nine months ended September 30, 2021 were mainly the result of
increases in wages and new business commissions along with related taxes and
benefits tied to the increase in commission revenue. Certain expenses continue
to be below average as a result of pandemic-related travel and business
restrictions.

Wealth Management Segment
The wealth management segment reported net income of $1.3 million for the three
months ended September 30, 2021, which was up $494,000 or 60.0% compared to the
third quarter of 2020. Revenue for the third quarter of 2021 was up $614,000 or
13.8% compared to the third quarter of 2020. The increase for the three months
ended September 30, 2021 was mainly due to an increase in advisory fee income
resulting from the growth in assets under management. Total expense for the
third quarter of 2021 was in line with the third quarter of 2020. For the nine
months ended September 30, 2021, net income of $3.6 million was up $1.2 million
or 47.8% compared to the prior year, mainly due to an increase in advisory fee
income over the same period prior year, for the same reason as the quarterly
increase. Noninterest expense for the nine months ended September 30, 2021, was
up 2.1% over the same period in 2020, driven mainly by increases in salaries and
wages.

Net Interest Income
The following tables show average interest-earning assets and interest-bearing
liabilities, and the corresponding yield or cost associated with each for the
three and nine month periods ended September 30, 2021 and 2020.

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Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
                                                              Quarter Ended                                 Quarter Ended
                                                           September 30, 2021                            September 30, 2020
                                                 Average                                       Average
                                                 Balance                      Average          Balance                      Average
(Dollar amounts in thousands)                     (QTD)       Interest       Yield/Rate         (QTD)       Interest       Yield/Rate
ASSETS
Interest-earning assets
Interest-bearing balances due from banks      $   376,341    $    136               0.14  % $   326,908    $     83               0.10  %
Securities (1)
U.S. Government securities                      2,133,984       6,467               1.20  %   1,332,240       5,362               1.60  %

State and municipal (2)                           109,375         697               2.53  %     122,932         816               2.64  %
Other securities (2)                                3,417          23               2.64  %       3,433          25               2.88  %
Total securities                                2,246,776       7,187               1.27  %   1,458,605       6,203               1.69  %
FHLBNY and FRB stock                               15,330         196               5.07  %      18,319         307               6.66  %
Total loans and leases, net of unearned
income (2)(3)                                   5,115,253      53,989               4.19  %   5,400,217      58,507               4.31  %
Total interest-earning assets                   7,753,700      61,508               3.15  %   7,204,049      65,100               3.59  %
Other assets                                      348,370                                       377,960
Total assets                                  $ 8,102,070                                   $ 7,582,009
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money
market                                          4,090,840         906               0.09  %   3,796,615       1,671               0.18  %
Time deposits                                     707,212       1,700               0.95  %     697,026       2,534               1.45  %
Total interest-bearing deposits                 4,798,052       2,606               0.22  %   4,493,641       4,205               0.37  %
Federal funds purchased & securities sold
under agreements to repurchase                     60,798          17               0.11  %      47,527          19               0.16  %
Other borrowings                                  224,459       1,156               2.04  %     303,587       1,623               2.13  %
Trust preferred debentures                          3,444       1,237             142.50  %      17,135         216               5.02  %
Total interest-bearing liabilities              5,086,753       5,016               0.39  %   4,861,890       6,063               0.50  %
Noninterest bearing deposits                    2,165,537                                     1,897,999
Accrued expenses and other liabilities            116,663                                       112,636
Total liabilities                               7,368,953                                     6,872,525
Tompkins Financial Corporation Shareholders'
equity                                            731,629                                       707,996
Noncontrolling interest                             1,488                                         1,488
Total equity                                      733,117                                       709,484

Total liabilities and equity                  $ 8,102,070                                   $ 7,582,009
Interest rate spread                                                                2.76  %                                       3.10  %
Net interest income/margin on earning assets                   56,492               2.89  %                  59,037               3.26  %

Tax Equivalent Adjustment                                        (394)                                         (784)
Net interest income per consolidated
financial statements                                         $ 56,098                                      $ 58,253




                                       51

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Average Consolidated Statements of Condition and Net Interest Analysis (Unaudited)
                                                           Year to Date Period Ended                            Year to Date Period Ended
                                                               September 30, 2021                                   September 30, 2020
                                                    Average                                              Average
                                                    Balance                          Average             Balance                          Average
(Dollar amounts in thousands)                        (YTD)           Interest       Yield/Rate            (YTD)           Interest       

Yield/Rate

ASSETS

Interest-earning assets Interest-bearing balances due from banks $ 333,769 $ 266

               0.11  % $      111,775       $      90               0.11 

%


Securities (1)
U.S. Government securities                         1,920,717          16,417               1.14  %      1,242,659          18,236               

1.96 %



State and municipal (2)                              114,809           2,200               2.56  %        110,058           2,225               2.70  %
Other securities (2)                                   3,420              69               2.70  %          3,429              93               3.61  %
Total securities                                   2,038,946          18,686               1.23  %      1,356,146          20,554               2.02  %
FHLBNY and FRB stock                                  16,328             608               4.98  %         22,175           1,130               6.81 

%


Total loans and leases, net of unearned
income (2)(3)                                      5,225,087         162,355               4.15  %      5,197,757         170,853               4.40  %
Total interest-earning assets                      7,614,130         181,915               3.19  %      6,687,853         192,627               3.85  %
Other assets                                         346,441                                              536,424
Total assets                                  $    7,960,571                                       $    7,224,278
LIABILITIES & EQUITY
Deposits
Interest-bearing deposits
Interest bearing checking, savings, & money
market                                             4,002,724           2,943               0.10  %      3,557,326           7,973               0.30  %
Time deposits                                        727,445           5,616               1.03  %        693,922           8,208               1.58  %
Total interest-bearing deposits                    4,730,169           8,559               0.24  %      4,251,248          16,181               0.51  %
Federal funds purchased & securities sold
under agreements to repurchase                        57,498              48               0.11  %         54,481              76               0.19  %
Other borrowings                                     254,002           3,883               2.04  %        397,511           6,357               2.14  %
Trust preferred debentures                             9,849           2,233              30.32  %         17,093             758               5.93  %
Total interest-bearing liabilities                 5,051,518          14,723               0.39  %      4,720,332          23,372               0.66  %
Noninterest bearing deposits                       2,066,567                                            1,699,317
Accrued expenses and other liabilities               117,383                                              111,643
Total liabilities                                  7,235,468                                            6,531,292
Tompkins Financial Corporation Shareholders'
equity                                               723,645                                              691,530
Noncontrolling interest                                1,458                                                1,456
Total equity                                         725,103                                              692,986

Total liabilities and equity                  $    7,960,571                                       $    7,224,278
Interest rate spread                                                                       2.80  %                                              3.19  %
Net interest income/margin on earning assets                         167,192               2.94  %                        169,255               

3.38 %



Tax Equivalent Adjustment                                             (1,211)                                              (1,667)
Net interest income per consolidated
financial statements                                               $ 165,981                                            $ 167,588


1 Average balances and yields on available-for-sale debt securities are based on
historical amortized cost
2 Interest income includes the tax effects of taxable-equivalent adjustments
using an effective income tax rate of 21% in 2021 and 2020 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 consolidated financial statements included in Part 1
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2020.

Net Interest Income
Net interest income is the Company's largest source of revenue, representing
72.9% and 73.5%, respectively, of total revenues for the three and nine months
ended September 30, 2021, compared to 75.5% and 75.3% for the same periods in
2020. Net interest income is dependent on the volume and composition of interest
earning assets and interest-bearing liabilities and the level of market interest
rates. The above table shows average interest-earning assets and
interest-bearing liabilities, and the corresponding yield or cost associated
with each.
                                       52
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Taxable-equivalent net interest income for the three months ended September 30,
2021 decreased $2.2 million or 3.7% from the same period in the prior year. The
decrease resulted mainly from the decrease in average asset yields more than
offsetting lower average funding costs and the growth in average
interest-earning assets. Taxable-equivalent net interest income for the nine
month period ended September 30, 2021 decreased $1.6 million or 1.0% from the
nine month period ended September 30, 2020. Net interest income in the first
nine months of 2021 benefited from the growth in average earning assets, which
were up 13.9% over the same nine month period in 2020, and lower average funding
costs. The growth in average earning assets and lower average funding costs were
more than offset by the decrease in average asset yields resulting from lower
market interest rates over the trailing twelve month period as well as a greater
percentage of earning assets being comprised of lower yielding securities and
interest bearing balances due from banks, when compared to the same period in
2020.

Net interest margin for the three months ended September 30, 2021 was 2.89%
compared to 3.26% in 2020. Net interest margin for the nine months ended
September 30, 2021 was 2.94% compared to 3.38% for the same period in 2020. The
decrease in net interest margin for the three and nine months ended
September 30, 2021 compared to the same periods in 2020 was mainly due to the
effect of declining market interest rates on earning asset yields and a shift in
composition of average earning assets, with a greater mix of lower yielding
average earning assets, mainly securities and interest bearing balances,
partially offset by lower funding costs.

Taxable-equivalent interest income for the three and nine months ended
September 30, 2021, was $61.5 million and $181.9 million, respectively, down
5.5% and 5.6%, respectively, compared to the same periods in 2020. Both the
quarter-over-quarter and year-over-year decrease in taxable-equivalent interest
income was mainly a result of lower average asset yields, partially offset by
growth in average earning assets. Average asset yields for the three and nine
months ended September 30, 2021 were down 44 and 66 basis points, respectively,
compared to the same periods in 2020, mainly driven by the decrease in market
interest rates as well as the growth in lower yielding securities and interest
bearing balances. For the three and nine months ended September 30, 2021,
average earning assets were up $549.7 million or 7.6% and $926.3 million or
13.9%, respectively, over the same periods in 2020, with the majority of growth
in securities and interest bearing balances due from banks. Average loan
balances for the three months ended September 30, 2021, were $285.0 million or
5.3% below the three months ended September 30, 2020, and for the nine months
ended September 30, 2021 were in line with the nine months ended September 30,
2020, while the average yield on loans decreased 12 and 25 basis points,
respectively, for the three and nine months ended September 30, 2021, compared
to the same periods in 2020. The decrease in average loans was primarily due to
a decline in average PPP loans from the third quarter of 2020 to the third
quarter of 2021. As a result of its participation in the SBA's PPP, the Company
recorded net deferred loan fees of $3.3 million and $8.0 million, respectively,
in the three and nine months ended September 30, 2021, compared to $2.4 million
and $4.8 million, respectively, for the three and nine months ended September
30, 2020. These net deferred loan fees are included in interest income. Average
securities balances for the three and nine months ended September 30, 2021, were
up $788.2 million or 54.0% and $682.8 million or 50.4%, respectively, and the
average yield on securities was down 42 basis points and down 79 basis points,
respectively, compared to the same periods in 2020. Average interest bearing
balances for the three and nine months ended September 30, 2021, were up $49.4
million and $222.0 million, respectively, over the same periods in 2020.

Interest expense for the three and nine months ended September 30, 2021,
decreased by $1.0 million or 17.3% and $8.6 million or 37.0%, respectively,
compared to the same periods in 2020, driven mainly by decreases in rates paid
on deposits and borrowings as a result of lower market interest rates, and a
decrease in average borrowings. Interest expense for the three and nine months
ended September 30, 2021 was negatively impacted by an accelerated non-cash
purchase accounting discount related to the redemption of trust preferred
securities of $1.2 million and $1.9 million, respectively. Growth in average
deposit balances contributed to a decrease in higher cost borrowings. The
average cost of interest-bearing deposits during the three and nine months ended
September 30, 2021 was 0.22% and 0.24%, respectively, down 16 basis points and
27 basis points, respectively, compared to the same periods in 2020. Average
interest-bearing deposits for the third quarter of 2021 were up $304.4 million
or 6.8% compared to the same period in 2020, while year-to-date average
interest-bearing deposits were up $478.9 million or 11.3% compared to the same
period in 2020. Average noninterest bearing deposits were up $267.5 million or
14.1% for the three months ended September 30, 2021 when compared to the third
quarter of 2020, and for the nine months ended September 30, 2021 were up $367.3
million or 21.6% compared to the same period in 2020. Average deposit balances
continue to benefit from the PPP loan program, as the majority of the proceeds
of the PPP loans funded by Tompkins during 2020 and the first half of 2021 were
deposited in Tompkins checking accounts. Additionally, consumer deposit balances
benefited from other government stimulus programs. Average other borrowings for
the three and nine months ended September 30, 2021 were down $79.1 million or
26.1% and $143.5 million or 36.1%, respectively, compared to the same periods in
2020, mainly due to decreases in term borrowings with the FHLB as a result of
deposit growth. In September 2021, the Company prepaid $135.0 million of fixed
rate FHLB advances, incurring prepayment penalties of $2.9 million. The advances
carried a weighted average rate of 2.26% and had a weighted average maturity of
1.25 years.

                                       53
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Provision for Credit Losses
The provision for credit losses represents management's estimate of the amount
necessary to maintain the allowance for credit losses ("ACL") at an appropriate
level. Provision for credit losses in the third quarter of 2021 was a credit of
$1.2 million, compared to a credit of $218,000 for the third quarter of 2020.
Provision for credit losses for the nine months ended September 30, 2021 was a
credit of $6.1 million, compared to an expense of $17.4 million for the same
period in 2020. The provision for credit losses for the three and nine months
ended September 30, 2021 included a credit to provision of $55,000 and a
provision expense of $273,000 related to off-balance sheet credit exposures
compared to a credit to provision of $417,000 and a provision expense of $1.3
million, respectively, for the periods in 2020. The changes compared to prior
year were mainly due to improvement in the macroeconomic factor assumptions
utilized in the calculation which resulted in a negative provision expense for
the three months ended September 30, 2021 due to the improving economic
conditions. The first quarter of 2020 included a provision expense of $16.8
million related to the impact of COVID-19 on economic forecasts and other model
assumptions relied upon by management in determining the allowance, and reflects
the calculation of the allowance for credit losses in accordance with ASU
2016-13. The section captioned "Financial Condition - The Allowance for Credit
Losses" below has further details on the allowance for credit losses and asset
quality metrics.

Noninterest Income
Noninterest income was $20.9 million for the third quarter of 2021, which was up
10.4% compared to the third quarter of 2020, and was $59.7 million for the first
nine months of 2021, up 8.5% from the same period prior year. Noninterest income
represented 27.1% of total revenue for the third quarter of 2021 and 26.5% for
the nine months ended September 30, 2021, compared to 24.5% and 24.7%,
respectively, for the same periods in 2020.

Insurance commissions and fees, the largest component of noninterest income,
were $9.8 million for the third quarter of 2021, an increase of 10.3% from the
same period prior year. The increase in insurance commissions and fees in the
third quarter of 2021 over the same period in 2020, was mainly in commercial
property and casualty commissions and contingency income. For the first nine
months of 2021, insurance commissions and fees were up $2.8 million or 11.7%
compared to the same period in 2020. The increase in revenues for the nine
months ended September 30, 2021, compared to the prior year, primarily due to
growth in commercial lines revenue, attributable to increased new business,
growth within the existing client base, and premium increases related to change
in general market conditions and exposures for certain business sectors. In
addition, revenues for the prior year were reduced by an increase in reserves
for cancellations and policy changes as a result of economic uncertainties
related to the COVID-19 pandemic.

Investment services income of $5.0 million in the third quarter of 2021 was up
$665,000 or 15.5% compared to the third quarter of 2020. For the first nine
months of 2021, investment services income was up $1.9 million or 15.6% compared
to the same period in 2020. The increase for both the three and nine month
periods in 2021 was mainly due to an increase in advisory fee income resulting
from the growth in assets under management, driven by new business and an
increase in fair value due to favorable market conditions. Investment services
income includes trust services, financial planning, wealth management services,
and brokerage related services. The fair value of assets managed by, or in
custody of, Tompkins was $5.3 billion at September 30, 2021, which included $1.7
billion of Company-owned securities where Tompkins Trust Company is custodian.
The fair value of assets managed by, or in custody of, Tompkins was $4.3 billion
at September 30, 2020.

Card services income for the three and nine months ended September 30, 2021, was
up $298,000 or 12.3%, and $1.2 million or 17.0%, respectively, compared to the
same periods in 2020. Debit card income, the largest component of card services
income, was up $199,000 or 11.4% compared to the same quarter in the prior year,
and up $971,000 or 19.7% from the first nine months of 2020. Contributing to the
increase in debit card income were higher transaction volumes in 2021 when
compared to 2020 levels, which had been lower due to the COVID-19 pandemic.

Other income of $1.8 million in the third quarter of 2021 was down $49,000 or
2.7% compared to the same period in 2020. For the first nine months of 2021,
other income of $5.4 million was down $980,000 or 15.3% compared to the same
period in 2020. The decrease for the nine months ended September 30, 2021
compared to the same period in 2020, was mainly due to lower gains on sales of
residential mortgage loans, which were down $367,000 or 29.5%, and lower
earnings on corporate owned life insurance, which were down $123,000 or 7.5%.

Noninterest Expense
Noninterest expense of $50.2 million for the third quarter of 2021 and $142.1
million for the first nine months of 2021, was up 7.3% and 3.2%, respectively,
compared to the same periods in 2020.

Expenses associated with compensation and benefits comprise the largest component of noninterest expense, representing 61.0% and 62.9% of total noninterest expense for the three and nine months ended September 30, 2021. Salaries and wages expense for the three and nine months ended September 30, 2021 increased by $874,000 or 3.7%, and $2.0 million or 2.9%,


                                       54
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respectively, compared to the same periods in 2020. The increases were mainly
due to normal merit adjustments and increases in incentive-related compensation.
Employee benefits for the three and nine months ended September 30, 2021,
decreased by $913,000 or 13.7%, and $373,000 or 2.0%, respectively, over the
same periods in 2020, mainly as a result of lower health care expense for the
three and nine month periods ended September 30, 2021 compared to the same
periods in 2020.

Other expense categories, not related to compensation and benefits, for the
three months ended September 30, 2021 were up $3.5 million or 21.4% for the
three months ended September 30, 2020, and up $2.8 million or 5.6% for the same
nine month period in 2020. Expenses for three and nine months ended September
30, 2021, included a nonrecurring expense of $2.9 million representing the
prepayment penalty related to prepayment of $135.0 million in FHLB fixed rate
advances. The advances, which were paid off in September 2021, carried a
weighted average interest rate of 2.26% and had a weighted average maturity of
1.25 years. This transaction had a negative impact on current period earnings,
but management expect it to have a favorable impact on future earnings by way of
reduced interest expense. Marketing expenses for the three months ended
September 30, 2021 were up $244,000 or 26.3%, and for the first nine months of
2021 were flat when compared to the same period in 2020. Professional fees
expense for the three and nine months ended September 30, 2021 were up $456,000
or 32.6% and $626,000 or 13.5%, respectively, when compared to the same periods
in 2020.

Income Tax Expense
The provision for income taxes was $6.6 million for an effective rate of 23.7%
for the third quarter of 2021, compared to tax expense of $6.3 million and an
effective rate of 20.7% for the same quarter in 2020. For the first nine months
of 2021, the provision for income taxes was $19.8 million for an effective rate
of 22.1% compared to tax expense of $13.8 million and an effective rate of 20.4%
for the same period in 2020. The effective rates differ from the U.S. and state
statutory rates primarily due to the effect of tax-exempt income from loans,
securities and life insurance assets, and the income tax effects associated with
stock based compensation. The increase in the effective tax rate for the three
and nine months ended September 30, 2021 over the same periods in 2020 was due
to a higher level of taxable income to total income.

The Company's three New York based banking subsidiaries each have an investment
in a real estate investment trust that provides certain benefits on its New York
State tax return for qualifying entities. A condition to claim the benefit is
that the consolidated company has average assets of no more than $8 billion for
the taxable year. As of September 30, 2021, the Company's consolidated average
assets, as defined by New York tax law, were under the $8.0 billion. The Company
will continue to monitor the consolidated average assets through year-end 2021
to determine future eligibility.

FINANCIAL CONDITION



Total assets were $8.1 billion at September 30, 2021, up $490.9 million or 6.4%
from December 31, 2020. The increase in total assets over year-end 2020 was
mainly in securities balances, which increased $709.0 million or 43.6% compared
to December 31, 2020. Total loan balances were $5.1 billion at September 30,
2021, down $163.5 million or 3.1% compared to the $5.3 billion reported at
year-end 2020. Total cash and cash equivalents were down $55.0 million or 14.2%
compared to December 31, 2020. Total deposits at September 30, 2021 were up
$653.1 million or 10.2% from December 31, 2020. Other borrowings at
September 30, 2021 decreased $155.0 million or 58.5% from December 31, 2020, as
deposit growth was used to reduce borrowings.

                                       55
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Securities


As of September 30, 2021, the Company's securities portfolio was $2.3 billion or
28.8% of total assets, compared to $1.6 billion or 21.4% of total assets at year
end 2020. The increase in securities from year-end 2020 was largely due to the
investment of excess cash driven by deposit growth and PPP loan forgiveness,
into the securities portfolio. The following table details the composition of
the securities portfolio.

Available-for-Sale Debt Securities


                                                              September 30, 2021                 December 31, 2020
(In thousands)                                           Amortized Cost     Fair Value     Amortized Cost     Fair Value
U.S. Treasuries                                        $       140,373    $   138,928    $             0    $         0
Obligations of U.S. Government sponsored entities              813,833        810,343            599,652        607,480

Obligations of U.S. states and political subdivisions 107,912

   109,911            126,642        129,746

Mortgage-backed securities - residential, issued by U.S. Government agencies

                                        88,135         89,320            179,538        182,108
U.S. Government sponsored entities                             919,745        916,004            691,562        705,480

U.S. corporate debt securities                                   2,500          2,421              2,500          2,379
Total available-for-sale debt securities               $     2,072,498    $ 

2,066,927 $ 1,599,894 $ 1,627,193

Held-to-Maturity Debt Securities


                                                              September 30, 2021               December 31, 2020
(In thousands)                                           Amortized Cost    Fair Value   Amortized Cost    Fair Value
U.S. Treasuries                                        $        86,740    $   86,431    $          0    $          0
Obligations of U.S. Government sponsored entities              182,528       181,852               0               0

Total held-to-maturity debt securities                 $       269,268    $ 

268,283 $ 0 $ 0





As of September 30, 2021, the available-for-sale debt securities portfolio had
net unrealized losses of $5.6 million compared to net unrealized gains of $29.5
million at December 31, 2020. The decrease in unrealized gains related to the
available-for-sale debt securities portfolio, which reflects the amount that the
amortized cost exceeds fair value, was due primarily to decreases in market
interest rates during the first nine months of 2021. Management's policy is to
purchase investment grade securities that on average have relatively short
duration, which helps mitigate interest rate risk and provides sources of
liquidity without significant risk to capital.

The Company evaluates available-for-sale and held-to-maturity debt securities in
an unrealized loss position to determine whether the decline in the fair value
below the amortized cost basis (impairment) is the result of changes in interest
rates or reflects a fundamental change in the credit worthiness of the
underlying issuer. Any impairment that is not credit related is recognized in
other comprehensive income, net of applicable taxes. Credit-related impairment
is recognized as an allowance for credit losses ("ACL") on the balance sheet,
limited to the amount by which the amortized cost basis exceeds the fair value,
with a corresponding adjustment to earnings. Both the ACL and the adjustment to
net income may be reversed if conditions change.

The Company determined that at September 30, 2021, all impaired
available-for-sale and held-to-maturity debt securities were primarily
attributable to changes in interest rates and levels of market liquidity,
relative to when the investment securities were purchased, and not due to the
credit worthiness of the underlying issuers. The Company does not have the
intent to sell these securities and does not believe it is more likely than not
that the Company will be required to sell these securities before a recovery of
amortized cost. Therefore, the Company carried no ACL at September 30, 2021 and
there was no credit loss expense recognized by the Company with respect to the
securities portfolio during the three and nine months ended September 30, 2021.


                                       56
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Loans and Leases
Loans and leases as of the end of the third quarter and prior year-end period were as follows:

(In thousands)                                                           9/30/2021         12/31/2020
Commercial and industrial
Agriculture                                                           $      78,335    $    94,489
Commercial and industrial other                                             727,944        792,987
PPP loans                                                                   141,930        291,252
Subtotal commercial and industrial                                          948,209      1,178,728
Commercial real estate
Construction                                                                170,646        163,016
Agriculture                                                                 192,183        201,866
Commercial real estate other                                              2,253,190      2,204,310
Subtotal commercial real estate                                           2,616,019      2,569,192
Residential real estate
Home equity                                                                 185,625        200,827
Mortgages                                                                 1,270,005      1,235,160
Subtotal residential real estate                                          1,455,630      1,435,987
Consumer and other
Indirect                                                                      5,595          8,401
Consumer and other                                                           66,694         61,399
Subtotal consumer and other                                                  72,289         69,800
Leases                                                                       14,337         14,203
Total loans and leases                                                    5,106,484      5,267,910
Less: unearned income and deferred costs and fees                            (9,706)        (7,583)
Total loans and leases, net of unearned income and deferred costs and
fees                                                                  $   5,096,778    $ 5,260,327



Total loans and leases of $5.1 billion at September 30, 2021 were down $163.5
million or 3.1% from December 31, 2020, mainly in the commercial portfolio and
largely due to a net decline in PPP loans. PPP loans decreased $149.4 million
from $291.3 million at year-end 2020 to $141.9 million at September 30, 2021. As
of September 30, 2021, total loans and leases represented 62.8% of total assets
compared to 69.0% of total assets at December 31, 2020. The decrease in total
loans and leases as a percentage of total assets reflects growth in the
securities portfolio driven by deposit growth and PPP loan forgiveness since
December 31, 2020.

Residential real estate loans, including home equity loans, were $1.5 billion at
September 30, 2021, up $19.6 million or 1.4% compared to December 31, 2020, and
comprised 28.6% of total loans and leases at September 30, 2021. Changes in
residential loan balances reflect the Company's decision to retain these loans
or sell them in the secondary market due to interest rate considerations. The
Company's Asset/Liability Committee meets regularly and establishes standards
for selling and retaining residential real estate mortgage originations.

The Company may sell residential real estate loans in the secondary market based
on interest rate considerations. These residential real estate loans are
generally sold to Federal Home Loan Mortgage Corporation ("FHLMC") or State of
New York Mortgage Agency ("SONYMA") without recourse in accordance with standard
secondary market loan sale agreements. These residential real estate loans also
are subject to customary representations and warranties made by the Company,
including representations and warranties related to gross incompetence and
fraud. The Company has not had to repurchase any loans as a result of these
representations and warranties.

During the first nine months of 2021 and 2020, the Company sold residential
loans totaling $27.7 million and $35.3 million, respectively, recognizing gains
of $878,000 and $1.2 million, respectively. These residential real estate loans
were sold without recourse in accordance with standard secondary market loan
sale agreements. When residential mortgage loans are sold, the Company typically
retains all servicing rights, which provides the Company with a source of fee
income. Mortgage servicing rights totaled $1.1 million at September 30, 2021 and
$981,000 at December 31, 2020.
                                       57
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Commercial real estate loans and commercial and industrial loans totaled $2.6
billion and $948.2 million, respectively, and represented 51.3% and 18.6%,
respectively of total loans and leases as of September 30, 2021. The commercial
real estate portfolio was up $46.8 million or 1.8% over year-end 2020, while
commercial and industrial loans were down $230.5 million or 19.6%. The decrease
in commercial and industrial loans over year-end included a net decline of
$149.3 million of PPP loans that had been forgiven by the SBA under the terms of
the program. As of September 30, 2021, agriculturally-related loans totaled
$270.5 million or 5.3% of total loans and leases, compared to $296.4 million or
5.6% of total loans and leases at December 31, 2020. Agriculturally-related
loans include loans to dairy farms and 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 (commercial real estate) or
other business assets such as accounts receivable, livestock, equipment or
commodities/crops (commercial).

The Company has adopted comprehensive lending policies, underwriting standards
and loan review procedures. Management reviews these policies and procedures on
a regular basis. The Company discussed its lending policies and underwriting
guidelines for its various lending portfolios in Note 3 - "Loans and Leases" in
the Notes to Consolidated Financial Statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020. There have been no
significant changes in these policies and guidelines since the date of that
report. Therefore, both new originations as well as those balances held at
December 31, 2020, reflect these policies and guidelines. 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 and the local
economic conditions of the communities within those states in which the Company
does business. The suspension of business activities in our market area related
to the COVID-19 pandemic led to a significant increase in unemployment rates in
2020 as compared to pre-pandemic levels and has had a negative effect on our
customers. Although New York and Pennsylvania unemployment rates have improved
since their peak in the second quarter of 2020, there continues to be
uncertainty regarding how long those conditions will continue to exist and
whether continued restrictions will cause an increase in unemployment rates or
other worsening of economic conditions. As a result, the economic consequences
of the pandemic on our market area generally and on the Company in particular
continue to be difficult to quantify.

The Allowance for Credit Losses
The below table represents the allowance for credit losses as of September 30,
2021 and December 31, 2020. The table provides, as of the dates indicated, an
allocation of the allowance for credit losses for inherent loan losses by type.
The allocation is neither indicative of the specific amounts or the loan
categories in which future charge-offs may occur, nor is it an indicator of
future loss trends. The allocation of the allowance for credit losses to each
category does not restrict the use of the allowance to absorb losses in any
category.
(In thousands)                 9/30/2021   12/31/2020
Allowance for credit losses
Commercial and industrial     $   6,198   $     9,239
Commercial real estate           29,084        30,546
Residential real estate           9,415        10,257
Consumer and other                1,496         1,562
Finance leases                       66            65
Total                         $  46,259   $    51,669

As of September 30, 2021, the total allowance for credit losses was $46.3 million, down $5.4 million or 10.5% compared to December 31, 2020. The ACL as a percentage of total loans measured 0.91% at September 30, 2021, compared to 0.98% at December 31, 2020.



The decrease in the ACL from year-end 2020 reflects lower estimated reserves
driven primarily by improvements in forecasts for unemployment and the gross
domestic product used in the model relied upon by management in the third
quarter of 2021 compared to the forecasts at year-end 2020. The decrease in the
ACL resulting from favorable economic forecasts was partially
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offset by increases in reserves for specific loans within the hospitality
industry that have an elevated level of risk due to the adverse economic impact
of the COVID-19 pandemic. Although we have seen improved occupancy rates in the
hospitality industry in recent months, we continue to closely monitor this
industry.

During the third quarter of 2021, we continued to see a decrease in the number
and balances of loans in our pandemic-related payment deferral program compared
to prior periods, as loans returned to repayment status. Loans in our payment
deferral program totaled $12.8 million at September 30, 2021, down from $129.4
million at June 30, 2021 and $212.2 million at December 31, 2020. At
September 30, 2021, the delinquency rate for customers who returned to repayment
status remained low, at 1.31%. We continue to have qualitative reserves for
loans that were in the payment deferral program, based on a period of
performance. Estimates of future delinquency and credit loss performance is
extremely difficult given the uncertainties centering around the evolution of
the virus, including the spread of the Delta variant, the efficacy of
vaccination programs, the related pace of the full resumption of business
activities, and the strength of the economic recovery as government assistance
programs are phased out. The qualitative reserves were added to all portfolio
segments, with the majority in commercial real estate, followed by residential
real estate and commercial and industrial. The Company had net recoveries of
$995,000 in the first nine months of 2021, compared to net charge-offs of $1.2
million for the same period in 2020.

The ratio of ACL to total loans is also impacted by the inclusion of PPP loans
in our loan portfolio. Since PPP loans are guaranteed by the SBA, there are no
reserves allocated to these loans. Excluding PPP loans from total loans results
in an ACL to total loan ratio of 0.93% at September 30, 2021, down from 1.04% at
December 31, 2020.

Asset quality measures at September 30, 2021 were mixed compared with December
31, 2020. Loans internally-classified Special Mention or Substandard were down
$21.4 million or 11.3% compared to December 31, 2020. Nonperforming loans and
leases were up $15.0 million or 32.7% from year end 2020 and represented 1.19%
of total loans at September 30, 2021 compared to 0.87% at December 31, 2020. The
increase in nonperforming loans and leases compared to year-end 2020 was mainly
related to two commercial real estate relationships, one with a principal
balance of $9.1 million, which was placed on nonaccrual in the second quarter of
2021, and one with a principal balance of $7.5 million, which moved into the 90
days past due category during the third quarter of 2021, but continues to accrue
interest. The allowance for credit losses covered 76.15% of nonperforming loans
and leases as of September 30, 2021, compared to 112.87% at December 31, 2020.

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Analysis of the Allowance for Credit Losses
(In thousands)                                                           9/30/2021      9/30/2020
Average loans outstanding during period                             $ 5,225,087    $ 5,197,757
Allowance at beginning of year, prior to adoption of ASU 2016-13         51,669         39,892
Impact of adopting ASU 2016-13                                                0         (2,534)
Balance of allowance at beginning of year                                51,669         37,358
LOANS CHARGED-OFF:
Commercial and industrial                                                   274              1
Commercial real estate                                                        0          1,305
Residential real estate                                                      51             33
Consumer and other                                                          218            409
Finance leases                                                                0              0
Total loans charged-off                                             $       543    $     1,748
RECOVERIES OF LOANS PREVIOUSLY CHARGED-OFF:
Commercial and industrial                                                   116            125
Commercial real estate                                                    1,040             40
Residential real estate                                                     229            178
Consumer and other                                                          153            195
Finance Leases                                                                0              0
Total loans recovered                                               $     1,538    $       538
Net loans (recovered) charged-off                                          (995)         1,210
(Credit) provision for credit losses related to loans                    (6,405)        16,145
Balance of allowance at end of period                               $    

46,259 $ 52,293 Allowance for credit losses as a percentage of total loans and leases

0.91 % 0.97 % Annualized net (recoveries) charge-offs on loans to average total loans and leases during the period

(0.01) % 0.00 %





Analysis of Off-Balance Sheet Reserves
(In thousands)                                                           

9/30/2021 9/30/2020 Liabilities for off-balance sheet credit exposures at beginning of period

$     1,920    $       477
Impact of Adopting ASU 2016-13                                                0            381

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

272 1,273 Liabilities for off-balance sheet credit exposures at end of period $ 2,192 $ 2,131





Net loan and lease recoveries for the nine months ended September 30, 2021 were
$995,000 compared to net charge-offs of $1.2 million for the same period in
2020. The first quarter of 2020 included a write-down on one credit in the
commercial real estate portfolio for $1.2 million. Annualized net recoveries as
a percentage of average loans and leases were (0.01)% at September 30, 2021,
compared to annualized net charge-offs of 0.00% at September 30, 2020.

The provision for credit losses was a credit of $1.2 million for the three
months ended September 30, 2021, compared to a credit of $218,000 for the same
period in 2020. For the nine month period ended September 30, 2021, the
provision for credit losses was a credit of $6.1 million compared to provision
expense of $17.4 million for the same period in 2020. The provision for credit
losses for the three and nine months ended September 30, 2021 included a $54,000
provision credit and a provision expense of $272,000 related to off-balance
sheet credit exposures compared to a provision credit of $417,000 and provision
expense of $1.3 million, respectively, for the same periods in 2020.

The provision expense for credit losses is based upon the Company's quarterly
evaluation of the appropriateness of the allowance for credit losses. The larger
than normal provision expense of $17.4 million for the nine months ended
September 30, 2020 was mainly a result of the economic forecasts and other model
assumptions impacted by the COVID-19 pandemic. The
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provision credit of $6.1 million for the first nine months of September 30, 2021
reflects lower estimated reserves driven by improvements in forecasts for
unemployment and the gross domestic product used in our model, partially offset
by increased reserves for individually analyzed loans, qualitative reserves for
loans within the hospitality and certain other industries that may have an
elevated level of risk due to the adverse economic impact of the COVID-19
pandemic, as well as loans that were in the Company's payment deferral program
implemented in response to the COVID-19 pandemic.

Analysis of Past Due and Nonperforming Loans
(In thousands)                                                  9/30/2021    12/31/2020    9/30/2020
Loans 90 days past due and accruing
Commercial real estate                                       $   7,463    $ 

0 $ 0



Total loans 90 days past due and accruing                    $   7,463    $        0    $       0
Nonaccrual loans
Commercial and industrial                                    $     543    $    1,775    $   1,636
Commercial real estate                                          35,022        23,627       12,777
Residential real estate                                         11,965        13,145       12,203
Consumer and other                                                 411           429          328
Total nonaccrual loans                                       $  47,941    $   38,976    $  26,944
Troubled debt restructurings not included above                  5,343         6,803        6,864
Total nonperforming loans and leases                         $  60,747    $   45,779    $  33,808
Other real estate owned                                            135            88          196
Total nonperforming assets                                   $  60,882    $   45,867    $  34,004
Allowance as a percentage of nonperforming loans and leases      76.15  %   

112.87 % 154.68 % Total nonperforming loans and leases as percentage of total loans and leases

                                                  1.19  %       0.87  %      0.63  %
Total nonperforming assets as percentage of total assets          0.75  %   

0.60 % 0.44 %





Nonperforming assets include loans past due 90 days and accruing, nonaccrual
loans, TDRs, and foreclosed real estate/other real estate owned. Total
nonperforming assets of $60.9 million at September 30, 2021 were up $15.0
million or 32.7% compared to December 31, 2020, and up $26.9 million or 79.0%
compared to September 30, 2020. The increase in nonperforming assets from
September 30, 2020, was mainly in the commercial real estate portfolio, as a
result of unfavorable economic conditions related to the COVID-19 pandemic. In
the first nine months of 2021, two commercial real estate relationships totaling
$16.6 million were added to nonperforming loans. Included in the $16.6 million
was one relationship in the hospitality industry with an outstanding balance of
$9.1 million, which was moved into nonaccrual during the second quarter of 2021,
and one relationship with an outstanding balance of $7.5 million, which moved
into the 90 days past due and accruing category during the third quarter of 2021
and continues to accrue interest. Nonperforming assets represented 0.75% of
total assets at September 30, 2021, up from 0.60% at December 31, 2020, and
0.44% at September 30, 2020. The Company's ratio of nonperforming assets to
total assets of 0.75% compared to our peer group's most recent ratio of 0.54% at
June 30, 2021.

Loans are considered modified in a TDR when, due to a borrower's financial
difficulties, the Company makes a concession(s) to the borrower that it would
not otherwise consider and the borrower could not obtain elsewhere. These
modifications may include, among others, an extension of the term of the loan,
and granting a period when interest-only payments can be made, with the
principal payments made over the remaining term of the loan or at maturity. TDRs
are included in the above table within the following categories: "loans 90 days
past due and accruing", "nonaccrual loans", or "troubled debt restructurings not
included above". Loans in the latter category include loans that meet the
definition of a TDR but are performing in accordance with the modified terms and
therefore classified as accruing loans. At September 30, 2021, the Company had
$7.2 million in TDRs, and of that total $1.9 million was reported as nonaccrual
and $5.3 million was considered performing and included in the table above. The
provisions of the CARES Act guidance issued by Federal banking regulators
provided guidance and clarification related to modifications and deferral
programs to assist borrowers who are negatively impacted by the COVID-19
national emergency. The guidance and clarifications detail certain provisions
whereby banks are permitted to make deferrals and modifications to the terms of
a loan which would not require the loan to be reported as a TDR. In accordance
with the CARES Act and the interagency guidance, the Company elected to adopt
the provisions to not report qualified loan modifications as TDRs.

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

The ratio of the allowance to nonperforming loans and leases (loans past due 90
days and accruing, nonaccrual loans and restructured troubled debt) was 76.15%
at September 30, 2021, compared to 112.87% at December 31, 2020, and 154.68% at
September 30, 2020. The Company's nonperforming loans and leases are mostly made
up of individually evaluated loans with limited exposure or loans that require
limited specific reserves due to the level of collateral available with respect
to these loans and/or previous charge-offs.

The Company, through its internal loan review function, identified 31 commercial
relationships from the loan portfolio totaling $36.7 million at September 30,
2021, that were potential problem loans. At December 31, 2020, the Company had
identified 35 relationships totaling $40.8 million that were potential problem
loans. Of the 31 relationships at September 30, 2021, that were Substandard,
there were 8 relationships that equaled or exceeded $1.0 million, which in
aggregate totaled $31.5 million, the largest of which was $11.8 million. The
Company continues to monitor these potential problem relationships; however,
management cannot predict the extent to which continued weak economic conditions
or other factors may further impact borrowers. These loans remain in a
performing status due to a variety of factors, including payment history, the
value of collateral supporting the credits, and personal or government
guarantees. These factors, when considered in the aggregate, give management
reason to believe that the current risk exposure on these loans does not warrant
accounting for these loans as nonperforming. However, these loans do exhibit
certain risk factors, which have the potential to cause them to become
nonperforming. Accordingly, management's attention is focused on these credits,
which are reviewed on at least a quarterly basis.

Capital


Total equity was $722.4 million at September 30, 2021, an increase of $4.7
million or 0.7% from December 31, 2020. The increase reflects growth in retained
earnings; partially offset by an increase in accumulated other comprehensive
losses and a decline in additional paid-in capital.

Additional paid-in capital decreased by $18.0 million, from $334.0 million at
December 31, 2020, to $316.0 million at September 30, 2021. The decrease was
primarily attributable to a $21.2 million aggregate purchase price related to
the Company's repurchase and retirement of 272,310 shares of its common stock
during the first nine months of 2021 pursuant to its publicly announced stock
repurchase plan, $694,000 related to the exercise of stock options and $122,000
related to restricted stock activity. These amounts were partially offset by
$3.8 million attributed to stock-based compensation and $100,000 related to
director deferred compensation.

Retained earnings increased by $45.7 million or 10.9% from $418.4 million at
December 31, 2020, to $464.2 million at September 30, 2021, mainly reflecting
net income of $69.8 million for the year-to-date period, less dividends paid of
$24.1 million.

Accumulated other comprehensive loss increased from a net loss of $32.1 million
at December 31, 2020, to a net loss of $55.1 million at September 30, 2021,
reflecting a $24.8 million increase in unrealized losses on available-for-sale
debt securities mainly due to changes in market rates, partially offset by a
$1.8 million decrease related to post-retirement benefit plan losses.

Cash dividends paid in the first nine months of 2021 totaled approximately $24.1
million or $1.62 per common share, representing 34.5% of year to date 2021
earnings through September 30, 2021, compared to cash dividends of $23.3 million
or $1.56 per common share paid in the first nine months of 2020. Cash dividends
per share during the first nine months of 2021 were up 3.9% over the same period
in 2020.

The Company and its subsidiary banks are subject to various regulatory capital
requirements administered by Federal bank regulatory agencies. Failure to meet
minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct material adverse effect on the Company's business, results of operation
and financial condition. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action (PCA), banks must meet specific
guidelines that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. Capital amounts and classifications of the Company and its subsidiary
banks are also subject to qualitative judgments by regulators concerning
components, risk weightings, and other factors. Quantitative measures
established by regulation to ensure capital adequacy require the maintenance of
minimum amounts and ratios of common equity Tier 1 capital, Total capital and
Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets.
Management believes that the Company and its subsidiary banks meet all capital
adequacy requirements to which they are subject.
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In addition to setting higher minimum capital ratios, the Basel III Capital
Rules introduced a capital conservation buffer, which must be added to each of
the minimum capital ratios and is designed to absorb losses during periods of
economic stress. The capital conservation buffer was phased-in over a three year
period that began on January 1, 2016, and was fully phased-in on January 1, 2019
at 2.5%.

The following table provides a summary of the Company's capital ratios as of
September 30, 2021:
Regulatory Capital Analysis
                                                                     Minimum Capital Required - Basel
September 30, 2021                                 Actual                   

III Fully Phased-In Well Capitalized Requirement (dollar amounts in thousands)

              Amount         Ratio           Amount            Ratio          Amount          Ratio
Total Capital (to risk weighted assets) $ 731,074           14.21  % $      540,235           10.50  % $   514,510           10.00  %
Tier 1 Capital (to risk weighted
assets)                                 $ 681,442           13.24  % $      437,333            8.50  % $   411,608            8.00  %
Tier 1 Common Equity (to risk weighted
assets)                                 $ 681,442           13.24  % $      360,157            7.00  % $   334,431            6.50  %
Tier 1 Capital (to average assets)      $ 681,442            8.54  % $      319,363            4.00  % $   399,203            5.00  %



As of September 30, 2021, the Company's capital ratios exceeded the minimum
required capital ratios plus the fully phased-in capital conservation buffer,
and the minimum required capital ratios for well capitalized institutions. The
capital levels required to be considered well capitalized, presented in the
above table, are based upon prompt corrective action regulations, as amended to
reflect the changes under Basel III Capital Rules.

Total capital as a percent of risk weighted assets decreased to 14.2% at
September 30, 2021, compared with 14.4% as of December 31, 2020. Tier 1 capital
as a percent of risk weighted assets decreased from 13.3% at the end of 2020 to
13.2% as of September 30, 2021. Tier 1 capital as a percent of average assets
was 8.5% at September 30, 2021, down from 8.8% as of December 31, 2020. Common
equity Tier 1 capital was 13.2% at the end of the third quarter of 2021, up from
13.1% at the end of 2020.

As of September 30, 2021, the capital ratios for the Company's subsidiary banks also exceeded the minimum required capital ratios for well capitalized institutions, plus the fully phased-in capital conservation buffer.



In the first quarter of 2020, U.S. Federal regulatory authorities issued an
interim final rule that provides banking organizations that adopt CECL during
the 2020 calendar year with the option to delay for two years the estimated
impact of CECL on regulatory capital relative to regulatory capital determined
under the prior incurred loss methodology, followed by a three-year transition
period to phase out the aggregate amount of the capital benefit provided during
the initial two-year delay (i.e., a five-year transition in total). In
connection with our adoption of CECL on January 1, 2020, we elected to utilize
the five-year CECL transition.

Deposits and Other Liabilities
Total deposits of $7.1 billion at September 30, 2021 were up $653.1 million or
10.1% from December 31, 2020. The increase from year-end 2020 was primarily in
checking, money market and savings balances, which collectively were up $449.8
million or 12.0%. The increase in money market deposit balances reflect growth
in municipal, non-personal and personal deposits. Noninterest bearing deposits
were up $274.1 million or 14.2% and time deposits declined $70.7 million or
9.5%, respectively from year-end 2020. Deposit balances have benefited from PPP
loan originations and government stimulus payments related to COVID-19. The
majority of the Company's PPP loan originations were deposited in Tompkins
checking accounts.

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, municipal money market deposits, and reciprocal
deposit relationships with municipalities. Core deposits grew by $916.8 million
or 17.8% from year-end 2020, to $6.1 billion at September 30, 2021. Core
deposits represented 85.6% of total deposits at September 30, 2021, compared to
80.1% of total deposits at December 31, 2020.

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 $72.5 million at September 30, 2021, and $65.8 million at
December 31, 2020. Management generally views retail repurchase agreements as an
alternative to large time deposits.
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The Company's other borrowings totaled $110.0 million at September 30, 2021,
down $155.0 million or 58.5% from $265.0 million at December 31, 2020. In the
third quarter of 2021, the Company prepaid $135.0 million of FHLB fixed rate
advances and incurred prepayment penalties of $2.9 million, recorded in
noninterest expense. The advances, which were paid off in September 2021,
carried a weighted average rate of 2.26% and had a weighted average maturity of
1.25 years. Borrowings at September 30, 2021 consisted of $110.0 million of FHLB
term advances compared to $265.0 million of FHLB term advances at year end 2020.
All $110.0 million in FHLB term advances at September 30, 2021, are due to
mature in over one year.

During the three and nine months ended September 30, 2021, the Company redeemed
trust preferred securities with par values of $10.0 million and $15.2 million,
respectively, and recognized accelerated non-cash purchase accounting discounts
of $650,000 and $1.9 million, respectively, for the three and nine months ended
September 30, 2021. The $15.2 million in redeemed trust preferred securities
carried a weighted average interest rate of 5.26% at the time they were redeemed
and had a weighted average final maturity of slightly more than 11 years.

Liquidity


As of September 30, 2021, the Company had not experienced any significant impact
to our liquidity or funding capabilities as a result of the COVID-19 pandemic.
The Company is participating as a lender in the PPP under the CARES Act. The
Federal Reserve Bank has provided a lending facility that may be used by banks
to obtain funding specifically for PPP loans. PPP loans would be pledged as
collateral on any of the Bank's borrowings under the Federal Reserve Bank's PPP
lending facility. The Company has a long-standing liquidity plan in place that
is designed to ensure that appropriate liquidity resources are available to fund
the balance sheet, and as of September 30, 2021 had not accessed the Federal
Reserve's PPP lending facility. Additionally, given the uncertainties related to
the impact of the COVID-19 crisis on liquidity, the Company has confirmed the
availability of funds at the FHLB of NY and FHLB of Pittsburgh, completed
actions required to activate participation in the Federal Reserve Bank PPP
lending facility, and confirmed availability of Federal Fund lines with
correspondent bank partners.

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

Core deposits, discussed above under "Deposits and Other Liabilities", are a
primary and low cost funding source obtained primarily through the Company's
branch network. In addition to core deposits, the Company uses non-core funding
sources to support asset growth. These non-core funding sources include time
deposits of $250,000 or more, brokered time deposits, municipal money market
deposits, reciprocal deposits, bank borrowings, securities sold under agreements
to repurchase and overnight and term advances from the FHLB. Rates and terms are
the primary determinants of the mix of these funding sources. Non-core funding
sources of $1.2 billion at September 30, 2021 decreased $412.0 million or 25.5%
as compared to year-end 2020. The decrease was driven mainly by the repayment of
$200.0 million of brokered time deposits that matured during the second quarter
of 2021 and the prepayment of $135.0 million of FHLB term borrowings during the
third quarter of 2021. Non-core funding sources, as a percentage of total
liabilities, were 16.3% at September 30, 2021, compared to 23.4% at December 31,
2020.

Non-core funding sources may require securities to be pledged against the underlying liability. Securities held at fair value were $1.6 billion at September 30, 2021 and $1.2 billion at December 31, 2020, and were either pledged or sold under agreements to repurchase. Pledged securities represented 69.9% of total securities at September 30, 2021, compared to 75.3% of total securities at December 31, 2020.



Cash and cash equivalents totaled $333.5 million as of September 30, 2021 which
decreased from $388.5 million at December 31, 2020. The decrease in cash from
year-end was mainly due to the investment of excess cash into higher-yielding
securities. Short-term investments, consisting of securities due in one year or
less, increased from $55.0 million at December 31, 2020, to $57.6 million on
September 30, 2021.

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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 $1.0 billion at September 30, 2021 compared with $887.6 million at
December 31, 2020. Outstanding principal balances of residential mortgage loans,
consumer loans, and leases totaled approximately $1.5 billion at September 30,
2021, flat compared with year-end 2020. Aggregate amortization from monthly
payments on these assets provides significant additional cash flow to the
Company.

The Company's liquidity is enhanced by ready access to national and regional
wholesale funding sources including Federal funds purchased, repurchase
agreements, brokered certificates of deposit, and FHLB advances. Through its
subsidiary banks, the Company has borrowing relationships with the FHLB and
correspondent banks, which provide secured and unsecured borrowing capacity. At
September 30, 2021, the unused borrowing capacity on established lines with the
FHLB was $2.3 billion.

As members of the FHLB, the Company's subsidiary banks can use certain unencumbered mortgage-related assets and securities to secure additional borrowings from the FHLB. At September 30, 2021, total unencumbered residential mortgage loans and securities were $1.7 billion. Additional assets may also qualify as collateral for FHLB advances upon approval of the FHLB.

Newly Adopted Accounting Standards



ASU No 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes." ASU 2019-12 removes certain exceptions to the general principles in
Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 became
effective for the Company on January 1, 2021, and did not have a significant
impact on our consolidated financial statements.

Accounting Standards Pending Adoption



ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects
of Reference Rate Reform on Financial Reporting." The amendments in this update
provide optional guidance for a limited period of time to ease the potential
burden in accounting for (or recognizing the effects of) reference rate reform
on financial reporting. It provides optional expedients and exceptions for
applying generally accepted accounting principles to contracts, hedging
relationships, and other transactions affected by reference rate reform if
certain criteria are met. The amendments in this update are effective for all
entities as of March 12, 2020 through December 31, 2022. Tompkins is currently
evaluating the potential impact of ASU 2020-04 on our consolidated financial
statements.

The Company reviewed new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company's financial statements.

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