Community Bank System
Annual Report 2018

Plain-text annual report

Intertvvined RELATIONSHIPS AND PERFORMA NCE COMMUNITY BANK SYSTEM, INC. 2018 A N N U A L R E P O R T INVESTMENT CONSIDERATIONS: CBU INVESTMENT PROFILE The 15-year cumulative total return to shareholders of 300% (on 12/31/18), the sixth highest among the 100 largest publicly-traded US banks $58.30 CLOSING PRICE at 12/31/18 $2.99 B MARKET CAP at 12/31/18 Cash dividend payment raised every year for the past 26 years, providing 18.0 a meaningful dividend and yield PRICE/EARNINGS (TTM) 6 26 39 Focus on revenue diversification, which has driven noninterest income to more than 39% of revenue Successful and effective operating strategy Strong fundamentals with excellent asset quality on a consistent basis 3.1 PRICE/TANGIBLE BOOK VALUE annualized for most recent quarter based on closing price of $58.30 on 12/31/18 $1.52 DIVIDEND 2.61% DIVIDEND YIELD 43.8% DIVIDEND PAYOUT RATIO 51.26 M SHARES OUTSTANDING ~253,000 3-month average 12/31/18 AVERAGE TRADING VOLUME TABLE OF CONTENTS Letter to Shareholders Operations Review Executive Management Board of Directors Market Summary Business Summary Administration Banking Regions | Management Selected Financial Data Corporate | Shareholder Information 2 8 20 21 22 23 24 26 36 37 CBU NYSE-listed company with significant liquidity Intertvvined Community Bank is deeply rooted in the fabric of the communities it serves. That’s because for more than 150 years, we’ve operated with a passion for providing the highest level of customer service. We believe that at its core, a bank is about people helping people — and our company is committed to that above all else. The individuals, businesses and municipalities in the communities we serve know that in Community Bank they will find a trusted financial partner. We offer the variety and sophistication of products and services of a larger financial institution, but with a greater level of service and understanding of the needs of those we serve because we are a community bank at heart. We put our local knowledge, expansive product and service offering, strong financial performance and growing shareholder value to work for the mutual benefit of our customers, shareholders, employees and communities. 1 To Our Shareholders, Customers and Employees: 2018 was a thoroughly productive and satisfying year for Community Bank System, Inc. We established a new record for full year earnings and benefited from the full integration of our two significant 2017 acquisitions. Continued investment in both our banking and non-banking businesses, together with a continued trend of solid asset quality and our team’s exceptional management of funding costs, set the foundation for excellent earnings improvement and shareholder returns in 2018. Our success is a direct result of a long-held and multifaceted strategy. Our historic banking footprint is one of non-urban, and in many cases, rural, locales. Inherently, this means our organic growth can only reasonably approximate that of our surrounding communities — growth which is typically modest. Therefore, our strategies need to be intertwined and complimentary to achieve an appropriate — and superior — level of returns for our shareholders. Intertwined. The phrase aptly conjures the robust connectivity between our customer- and community-centric model, our financial strength and performance, and the value our shareholders enjoy. Across our business model and our footprint, examples of our interconnected strengths abound. Our local employees give time and resources to strengthen our markets as volunteers, donors and all-around community boosters. Our expansion through acquisition into mid-size towns and cities fills in our non-urban footprint and boosts lending opportunities that make use of our sizable — and stable — core deposit base. Our fee-generating employee benefits, insurance and wealth management businesses enhance our traditional interest-driven revenues and provide in- demand services to a national customer base beyond our retail footprint. Our dynamic relationships deliver stronger results for our communities, customers, employees and shareholders alike. In 2018, this strategy again produced record earnings, even after the impact of some notable headwinds. These included the company becoming formally subject to the long-anticipated Durbin-related debit card interchange price restrictions in the second half of the year. We also encountered uncharacteristically high commercial loan payoffs, which almost fully offset our record production of new loan originations for the full year. With careful and disciplined execution, we navigated these challenges and achieved 11% growth in total returns for our shareholders for the year. This ranked Community Bank System fifth among the country’s largest 100 banks for annual shareholder return in 2018 — a continuation of a trend for which we are incredibly proud: our performance drove 11% or greater compound annual growth in total shareholder returns over each of the past one-, five-, ten- and twenty-year periods. In fact, over the past 15 years, an investment in Community Bank System provided a cumulative 300% total return to shareholders, meaningfully higher than the 87% median for the top 100 banks. This consistent financial performance once again placed us among the best large U.S. banks, as evaluated by Forbes® Magazine in its tenth annual analysis of “America’s Best Banks.” In its January 2019 list, Forbes® ranked Community Bank third among the 100 largest publicly-traded banks and thrifts, based on a comparison of ten different metrics related to asset quality, capital adequacy, growth and profitability, and which included financial institutions ranging in asset size from just under $9.8 billion to $2.6 trillion. At $10.6 billion in assets, we remain “small” amongst this group. Yet, we’ve ranked 12th or higher in every year Forbes® has produced this analysis, with top 10 rankings for eight of the annual reviews. GROWTH STRENGTHENS OUR REGIONAL APPROACH TO BUSINESS An essential element of our success in achieving best-in-class returns over the long term is our regional approach to business. This approach marries a deep-rooted commitment to our slow-growth, non-urban markets with critical expansion into higher-growth, mid-size urban areas — all under the close, local care of regional market leadership teams. Our smaller markets provide deep and loyal deposit accounts with outstanding retention, and we enjoy a market-leading presence in the majority of the communities we bank. This contributes to We established a new record for full year earnings and benefited from the full integration of our two significant 2017 acquisitions. 2 Over the past 15 years, an investment in Community Bank System provided a cumulative 300% total return to shareholders. our enviable position of having a deposit portfolio comprised of almost 70% core checking and savings accounts — not including money markets. In 2018 — a year in which many industry deposit balances shifted into higher-yielding money market and time accounts — our core checking and savings balances actually grew, much as they have almost every year. It’s a key focus of our retail strategy, and our customers continue to be pleased. In fact, among the recognitions of which we are especially proud is our second-place position in the J.D. Power 2018 U.S. Retail Banking Satisfaction StudySM for the Mid-Atlantic region. This analysis directly reflects the opinions of our loyal customers and resulted in an “Among the Best” distinction. Further, Bank Director named Community Bank System third best among “Regional All Stars” in the Northeast in its 2019 RankingBanking study, noting Community Bank as the smallest bank in the study at $11 billion in assets and the overall winner for core deposit strategy. To put our core funding to profitable use, we supplement our core, non-urban banking strategy with modest investments in some of the larger markets where we have the opportunity for greater loan growth. In recent years we’ve opened banking offices in Buffalo, Rochester, Syracuse and most recently Albany, as well as acquiring a significant banking presence across the state of Vermont. Our trajectory in Albany highlights the evolution of our strategic thinking around how we continue to grow loans. We hired an experienced commercial banking team there in 2018, and they had a very strong inaugural year. Then, in January 2019 we announced an agreement to acquire an excellent community bank, Kinderhook Bank Corp., with 11 branches across five counties in the greater Albany area. As with our previous acquisitions — including our most recent and largest-ever bank acquisition of Vermont-based Merchants Bancshares, Inc. in 2017 — in Kinderhook we’ve found a high quality, low risk partner whose banking locations are contiguous with our current footprint and provide entry into attractive markets. With a solid performance history, sound asset quality and $640 million in assets, Kinderhook will be highly additive to our franchise, both strategically and geographically. We see opportunity for continued growth and investment in this market, making the acquisition a very productive low-risk, high-value deployment of capital. We continue to serve similarly productive and strategic partnerships across our Northeast banking markets with institutions that have leadership teams and bankers with strong community ties, philanthropic presence and local economic knowledge are essential to our success as a community partner and as a company. RECORD RESULTS Community Bank produced record GAAP-basis earnings per share totaling $3.24 for 2018, up 7% compared to $3.03 per share earned in 2017. We strive to provide a clear picture of our Company’s core business activities by customarily presenting results on an operating basis, which excludes the impact of acquisition-related expenses and other non-operating items. While acquisition expenses were inconsequential to results in 2018, such costs amounted to $26.0 million in 2017. A $38.0 million one-time tax benefit resulting from the revaluation of the company’s deferred tax position after the passage of the Tax Cuts and Jobs Act in December 2017 also meaningfully impacted 2017 results and our comparison of performance year-to-year. Excluding these and other non-operating items and their related net tax effects, we produced operating earnings per share totaling $3.23 in 2018, up $0.59, or more than 22%, compared to $2.64 for 2017. These results mark our ninth consecutive record annual performance, with outstanding earnings momentum even as we absorbed the considerable impact of Durbin amendment reductions in debit interchange fees in the second half of the year, reducing 2018 earnings per share by $0.11. 3 2018 PERFORMANCE HIGHLIGHTS $3.24 $3.23 Operating earnings of $3.23 per share, a 22.3% increase over 2017 $168.6 M Record net income of $168.6 million $568 M+ Total revenue exceeded $568 million GAAP earnings of $3.24 per share, compared to $3.03 for 2017 Continuation of excellent asset quality metrics $1.52 $7.6 B 0.13% Cash dividend raised for the 26th consecutive year to an annualized $1.52 Core non-time deposits of $7.6 billion make up 91.1% of total deposits Total cost of deposits for 2018 of 0.13% BOOK VALUE PER SHARE At 12/31 EARNINGS PER SHARE Diluted $30.00 — $20.00 — $10.00 — $3.00 — $2.00 — $1.00 — 09 10 11 12 13 14 15 16 17 18 09 10 11 12 13 14 15 16 17 18 10-year CAGR = 7.2% 10-year CAGR = 8.1% DIVIDEND GROWTH Declared AVERAGE INTEREST-EARNING ASSETS In billions $1.50 — $1.00 — $0.50 — $9.0 — $6.0 — $3.0 — 09 10 11 12 13 14 15 16 17 18 09 10 11 12 13 14 15 16 17 18 10-year CAGR = 5.3% 10-year CAGR = 8.1% 4 We are immensely gratified by this performance, particularly in light of the uncharacteristic and record level of commercial loan payoffs we experienced during the year. Ending total loans at December 31, 2018 were up just $24.4 million, or 0.4%, over the full year period. Although our business lending originations were strong in 2018, the high levels of unscheduled payoffs resulted in a $27.2 million or 1% decrease in outstanding balances. This decrease was offset by net growth totaling $51.6 million, or 1%, in our consumer loan portfolios. Our residential mortgage and auto lending portfolios performed well, as planned. One of the highlights of 2018 was our team’s expert management of funding costs relative to our fluctuating funding needs, given unusual volatility in loan balances amidst the record originations and record payoffs. Overall, our deposits decreased $122 million, or 1%, from 2017. During 2018, off-balance sheet arrangements increased $163.2 million between December 2017 and December 2018. Over the same period, our noninterest bearing deposit balances grew by 1%. Checking and savings accounts represented 68.3% of our total deposits at December 31, 2018, marking a significant increase from 65.7% one year prior. Our success in nimbly managing the deposit base aided our ability to produce a net interest margin of 3.73% for the year, up from 3.69% for 2017. Net interest income also increased $29.4 million, or 9.3%, year over year. Our noninterest revenues increased 11% over 2017, reaching $224.1 million even after the impact of lost Durbin revenues in the second half of the year. Banking fee revenue grew 3%, while our wealth management and insurance revenues increased 16% and our employee benefits business grew 14%. Together, these non-banking businesses generated revenues totaling $148.4 million in 2018, reflecting a 15% increase over the prior year and comprising 26% of total revenue for the year. Solid growth in our employee benefit services, wealth management and insurance businesses came from both acquisitions and organic efforts. During 2018, we completed three small financial services acquisitions to support this continued growth, one in each of our business lines. These non-banking businesses continue to provide important diversification to our revenue streams and were a significant driver of our noninterest revenues which contributed nearly 40% of the company’s total operating revenues during 2018, well above the 23% reported by the median top 100 bank, even despite the Durbin reduction. Our operating performance also reflected careful management of core expenses. The efficiency ratio provides a measure of operating expenses to operating income and is a key metric we utilize to evaluate our overall productivity and profitability. In 2018, our efficiency ratio improved from 58.3% to 58.0%, meeting our objective of operating with an efficiency ratio consistently below 60%. We continue to believe our efficient management of expenses is an important core competency. Our asset quality remained strong throughout 2018 and continued to favorably differentiate us from our peers. Our nonperforming loans totaled $25 million at December 31, 2018, or just 0.40% of total loans, measuring four basis points lower than the ratio reported at the end of 2017. The median 2018 ratio reported by the country’s largest 100 banks was 0.71%, more than 30 basis points higher. Our allowance for loan losses to nonperforming loans measured 197% at December 31, 2018, 24 percentage points greater than at the end of 2017 and 75 percentage points higher than the median top 100 bank. We recorded net charge-offs of $9.1 million, or just 15 basis points on the average loan portfolio for 2018. This was down from 18 basis points in 2017. Our reserves for loan losses represented 0.78% of total loans outstanding and 0.93% of legacy loans outstanding at the end of 2018, exceeding our 2018 net charge-offs by a multiple of five. We believe our portfolio continues to exhibit stable asset quality and expect it will continue to be a supportive factor in our outperformance versus peers and our financial strength in 2019. We’re immensely pleased with our 2018 performance, which was aided by the lower 2018 corporate federal tax rate and reflect strong organic momentum across the company. 5 Forbes.com® Ranking of America’s Best Banks Community Bank System, Inc. ranked third in the 2019 Forbes.com® ranking of America’s Best Banks, which compares the 100 largest banks and thrifts in the U.S. based on ten different metrics related to growth, asset quality, capital adequacy and profitability. This is the eighth time in the ten years that Forbes® has produced this analysis that CBU has been ranked among the top 10. The following charts display the financial metrics used in the 2019 2 0 18 CO M PA R I S O N C H A R T S analysis and compare CBU’s to the median values of the 100 largest CBU VS TOP 100 BANKS financial institutions. RETURN ON AVERAGE TANGIBLE COMMON EQUITY RETURN ON AVERAGE ASSETS NET INTEREST MARGIN (FTE) EFFICIENCY RATIO 27.0% — 1.80% — 4.5% — 60% — 18.0% — 1.20% — 3.0% — 40% — 9.0% — 0.60% — 1.5% — 20% — NET CHARGE-OFFS/ AVERAGE LOANS NONPERFORMING ASSETS / TOTAL ASSETS RISK-BASED CAPITAL RATIO RESERVES/ NONPERFORMING ASSETS 0.24% — 0.60% — 18.0% — 180% — 0.16% — 0.40% — 12.0% — 120% — 0.08% — 0.20% — 6.0% — 60% — COMMON EQUITY TIER 1 CAPITAL RATIO OPERATING REVENUE GROWTH (LTM) 15.0% — 15.0% — 10.0% — 10.0% — 5.0% — 5.0% — CBU TOP 100 BANKS Note: Forbes® analysis ranked banks based on September 30, 2018 regulatory data compiled by S&P Global Market Intelligence. 6 CBU RANK 2CBU RANK 66CBU RANK 7CBU RANK 4CBU RANK 11CBU RANK 30CBU RANK 38CBU RANK 6CBU RANK 38CBU RANK 12LEADERSHIP CHANGES In May we announced important senior leadership changes to our organization, reflecting the outstanding contributions and potential of several key executives who have been instrumental in the growth and success of Community Bank System. Scott Kingsley, our Executive Vice President and Chief Financial Officer since joining the company in 2004, was named Executive Vice President and Chief Operating Officer, with responsibility for all banking, wealth management, employee benefit services, and insurance operations and related business activities. Joe Sutaris succeeded Scott as Executive Vice President and Chief Financial Officer, having previously served as the Bank’s Senior Vice President, Finance and Accounting since joining the company in 2011 as part of the Wilber National Bank acquisition. And Joe Serbun was promoted to Executive Vice President and Chief Credit Officer, upon the retirement of Brian Donahue, who served as Executive Vice President and Chief Banking Officer for more than 14 years. Joe, who joined Community Bank in 2008, now oversees all aspects of the bank’s lending and credit operations related to commercial lending, residential lending, direct and indirect consumer lending, credit administration, cash management and regional banking. The transition was extremely smooth and effective in enhancing the talent of our senior leadership team. The team has already begun to make a meaningful difference across the company, and we believe their energy and leadership will support the continued growth and success of Community Bank System in a dynamic way. SOLID MOMENTUM IN 2019 Today, we have strong operating momentum across all our businesses. We expect the Kinderhook acquisition to be solidly additive in 2019. Our nonbanking businesses continue to be engines of revenue growth and diversification, and our operating expenses remain well-managed. We see reasonable loan demand and are at the ready with a stable deposit base to fund productive loan growth as opportunities arise. Our asset quality indicators remain benign and among the strongest in our history. These circumstances are interconnected, and they allow us to have and continue to generate considerable capital that can be deployed in a patient and disciplined manner for the ongoing benefit of our shareholders. This includes the consistent payment of a meaningful quarterly cash dividend, which we again increased in 2018, for the 26th consecutive year. At $1.52 per share on an annualized basis, the meaningful dividend is a sensible use of our considerable and growing capital. Even with 2018’s 12% dividend increase, our capital levels continued to grow providing support for future growth and strategic opportunities. Our strategic priority for 2019 is capital allocation and operating efficiency, to ensure we continue to deliver above average shareholder returns with below average balance sheet and operating risk. We are committed to operating with prudence and discipline, and we are pleased that the landscape today continues to be favorable toward growth for all of our stakeholders. The goals of our customers, communities, employees and shareholders are uniquely intertwined, and we will continue to serve them all with distinction. We are grateful for your support of Community Bank System, Inc. Sally A. Steele Chairman of the Board Mark E. Tryniski President and Chief Executive Officer 7 From the first mortgage loan to a secure retirement, our products and services enable our customers to realize their dreams.   8 Supporting Our Customers’ Dreams Community Bank System is a full-service regional community bank, offering complete consumer, business and financial services throughout New York, Pennsylvania, Vermont and Massachusetts. But as much as we’ve grown, we’ve stayed true to our roots. At the core of everything we do are personal connections — and nowhere is that more evident than in our retail bank. With more than 230 customer facilities throughout the Northeast, Community Bank, N.A. continues to thrive primarily in non-metropolitan markets, earning first or second deposit market share in two-thirds of the towns where we have a branch presence. We serve more than 571,000 customers in a branch service area covering four states, 54 counties and 51,000 square miles. This area will soon grow larger when we finalize the recently announced acquisition of Kinderhook Bank Corp. in the Capital District of Upstate New York. We successfully compete in these markets by offering a broad array of banking and financial services, combined with the highest level of customer service. From basic banking needs, like opening a checking account, through major life events, like the purchase of a new home, to achieving long-term financial goals, like saving for retirement, we have one goal: help our customers Bank Happy, so that they can focus on living happily. By empowering employees at the branch level to make decisions, we ensure our customers’ needs are being met efficiently, thoroughly and with the highest level of service. That high level of service helps us generate and retain core deposit accounts that are integral to our continued success. Core non-time deposits made up 91.1% of total deposits at December 31, 2018. 2 Ranked second for the Mid-Atlantic region in the J.D. Power 2018 U.S. Retail Banking Satisfaction StudySM with a designation of “Among the Best” 9 10 2.4Business lending totaled $2.4 billion at December 31, 2018, reflecting a 10-year compound annual growth rate of 8.5% 900 Through our Indirect Dealer Retail Center, we service over 900 dealerships in NY, PA, VT, OH, MA and NJ A Hub of Business Development We understand that business owners need more than a bank; they need a financial partner who is well-versed in their industry, region and most importantly, their business. By listening closely to our customers’ needs and tapping into a deep well of experience, our bankers develop financial solutions to help our clients more easily manage their business day-to-day and achieve their goals to help them grow their company. We focus on smaller, in-footprint customers that may be overlooked by some of our larger competitors. And considerable opportunity exists within our service footprint, with more than 400,000 businesses, primarily of the smaller variety, that generate annual revenue of more than $460 billion. We provide a wide array of small business and commercial products and services, and specialize in unique industries like agriculture, municipalities and dealer services. During 2018 we added an experienced commercial banking team in the Capital District of Upstate New York and in January 2019 we announced an agreement to acquire Kinderhook Bank Corp., which provides a strong complementary retail presence in that market. We see solid potential for growth there and across much of our footprint. Our investment in the Capital District is consistent with our long-term strategy of leveraging both organic growth opportunities and targeted acquisitions to expand our business banking relationships. This approach that has grown our business lending portfolio by 125% over the last ten years. 11 12 2,200More than 2,200 causes and organizations supported and more than 6,000 hours spent volunteering by employees during 20182.5 More than $2.5 million in donations, grants and sponsorships in 2018 Embracing Our Communities We believe that one of the best investments a bank can make is in the community it serves. For Community Bank System, that community spreads across a significant portion of the Northeast and, as of December 31, 2018, included 35 Upstate New York counties, six Northeastern Pennsylvania counties, 12 counties in Vermont and one in Western Massachusetts. We have built our brand by doing our part to support the communities we serve and by being a good neighbor and active participant. In 2018, we contributed approximately $2.5 million through donations, grants and sponsorships and supported more than 2,000 causes and organizations in our markets. Our associates roll up their sleeves and give their time to a wide variety of organizations and causes, including Good Neighbor Day, which more than 100 of our branches participated in during 2018, raising funds, holding food drives and volunteering their time to nonprofit organizations. However, the role our branches and their employees play in our charitable giving extends far beyond one day. Throughout the year, each of our branches has the autonomy to choose the organizations they support based on their communities’ immediate needs. We know that every town and the issues they face year-to-year are unique. As a bank with an extensive local presence, we are more tapped in to those issues than most of our competitors, given our close relationships with the individuals and families who bank with us, as well as the local businesses we serve. We believe that this investment in where we live and work makes a lasting and highly positive impact on our community. 13 14 6Six bank or significant branch acquisitions announced or completed since 2011230 More than 230 customer locations throughout our four-state footprint Intelligent Growth is in Our DNA Community Bank System has grown into a financial institution with $10.6 billion in assets by remaining true to our core business value — we are a community bank at heart. Our market-leading branch system thrives primarily in non-metropolitan markets with stable local economies which support the steady and sustainable growth we strive for. Our ability to offer a broad range of products and services to customers in these markets has helped us develop profitable relationships across all business lines. And, we’ve supplemented our growth with carefully targeted acquisitions which expand or strengthen our service footprint and increase our opportunity for additional organic growth. Our ability to successfully execute strategic and accretive acquisitions of high-quality institutions which complement or enhance our market presence and share similar cultures has resulted in a continuous trend of revenue and earnings growth. In 2017, we entered Vermont and Western Massachusetts through our merger with Merchants Bank. In January of this year, we announced a definitive agreement to acquire Kinderhook Bank Corp. in an all cash transaction for approximately $93.4 million. As with our previous acquisitions, in Kinderhook we found a high quality, low risk partner whose banking locations are contiguous with our current footprint and provide entry into attractive markets. At closing we will add 11 banking locations in five counties around the Capital District of New York State, assets of approximately $640 million and deposits of $560 million. In addition to our growing retail and business banking services, we have continued to invest in expanding our financial services businesses. During 2018, we completed three financial services acquisitions to support this continued growth, one in each of our wealth management, insurance and benefit administration business lines. Noninterest income provides important diversification to our revenue streams and contributed more than 39% of our total revenue in 2018. 15 16 90Mobile banking users have increased 90% over the last two years, to more than 150,000Intertwined Digital Solutions As a $10.6-billion-asset financial services company, Community Bank System has a wider and more sophisticated product offering than do most community banks. We have the breadth of products necessary to handle the financial needs of a large majority of customers. On the retail side, we continue to invest in developing products and services to enable our customers to Bank Happy. Our innovative No Closing Cost Mortgages continued to help us attract new customers and contributed to our $2.24 billion in consumer mortgage balances at December 31, 2018. In addition to a full range of traditional loan and deposit products, we offer clients comprehensive financial planning, trust and wealth management services and insurance through Community Bank Wealth Management Group and OneGroup NY, Inc. We have also assembled a comprehensive employee benefits administration business, offering trust services, collective investment fund administration and actuarial and consulting services through BPAS, Inc. These highly profitable and growing non-banking businesses generated revenues of $148.4 million in 2018, reflecting a 15% increase over the prior year and making up 26% of total revenue for the year. We understand that customers need not only exceptional financial solutions, but accessibility and flexibility when it comes to how and where they bank as well. We maintain an expansive branch network, even as many in our industry have scaled back, because we know customers appreciate the ability to speak with their banker face-to-face, for both simple transactions and more complex issues. In addition to an exceptional in-branch experience, we continue to invest in expanding and enhancing our online and mobile banking offerings. Not only has technology enabled us to help customers bank from anywhere using their computers, smartphones or tablets to make deposits or open accounts, but it’s also enhanced our fraud monitoring capabilities. In the second half of 2018 we relaunched a fully redesigned website at cbna.com to help us better connect with customers online. cbna.com Community Bank’s enhanced online banking capabilities at cbna.com include online account opening 17 TOTAL REVENUE1 NONINTEREST INCOME 1 In millions $600 — $400 — $200 — In millions $210 — $140 — $70 — 09 10 11 12 13 14 15 16 17 18 09 10 11 12 13 14 15 16 17 18 10-year CAGR = 9.9% 10-year CAGR = 11.8% NET INCOME In millions $150 — $100 — $50 — NONPERFORMING LOANS / TOTAL LOANS At 12/31 0.90% — 0.60% — 0.30% — 09 10 11 12 13 14 15 16 17 18 09 10 11 12 13 14 15 16 17 18 10-year CAGR = 13.9% NET CHARGE-OFFS/ AVERAGE LOANS At 12/31 0.27% — 0.18% — 0.09% — EFFICIENCY RATIO2 75.0% — 50.0% — 25.0% — 09 10 11 12 13 14 15 16 17 18 09 10 11 12 13 14 15 16 17 18 18 1 Excluding securities gains/losses and debt extinguishment charges 2 Efficiency ratio provides a ratio of operating expenses to operating income. It excludes intangible amortization, acquisition expenses, and litigation settlement from expenses and gains and losses on investment securities and early retirement of long-term borrowings from income while adding a fully-taxable equivalent adjustment. Performance ProfileBlending Performance with Stability Community Bank System’s long track record of success is the direct result of its philosophy of seeking disciplined and profitable growth that is put into practice every day. We approach every aspect of our business with this high level of discipline, and especially in terms of credit, managing our capital, operational execution and merger and acquisition activity. We have been consistent in this strategy for more than 20 years, and the result is a company that provides superior returns to its shareholders and is regularly recognized for superior performance in relation to our peers. Among the recent recognitions of which we are especially proud is our second-place position in the J.D. Power 2018 U.S. Retail Banking Satisfaction StudySM for the Mid-Atlantic region. This analysis directly reflects the opinions of our loyal customers and resulted in an “Among the Best” distinction. For the past ten years Forbes.com® has ranked the country’s largest 100 publicly-traded banks and thrifts based on a comparison of 10 performance metrics related to growth, asset quality, capital adequacy and profitability. During this time, Community Bank System has consistently placed among the best large banks, ranking 8th or better in this annual analysis eight different years. The recently completed 2019 analysis was no different, with CBU earning a ranking of the third best large bank. Recognition for achieving superior results is important; however, we measure our success not by accolades, but by our ability to provide long-term value to our shareholders. The goal of providing our shareholders a superior return on their investment drives every business decision. Along with continuing to grow revenue and earnings, providing a meaningful and growing dividend is a key component of that strategy. In 2018, we raised our dividend for the 26th consecutive year, retaining our status as a “Dividend Aristocrat” in the S&P Composite 1500®. As always, we remain committed to a relentless focus on creating shareholder value, through superior performance and growing dividends. 26CBU increased its cash dividend for 26th consecutive year 19 Executive Management COMMUNITY BANK, N. A . REGI ONAL ADVI SORY BOARDS Mark E. Tryniski President and Chief Executive Officer Joined CBU in 2003 and has previously served as CFO Scott A. Kingsley Executive Vice President, Chief Operating Officer Joined CBU in 2004 and previously served as CFO. and COO. Prior to joining the Prior to joining the Company, company, he was a partner with PriceWaterhouse Coopers. he served as CFO of Carlisle Engineered Products. G. Joseph Getman Executive Vice President, General Counsel Joseph F. Serbun Executive Vice President, Chief Credit Officer Prior to joining CBU in 2008, he Joined the Company in 2008. provided corporate counsel to Prior to that, he had worked at CBU as a senior partner at Bond, Partners Trust Bank and JPMorgan Schoeneck & King, PLLC. Chase Bank. A D I R O N DA C K Paul M. Cantwell, Jr. William M. Dempsey Alexander C. Edwards Joseph Vernon Lamb III James R. Langley, Jr. Carl J. Madonna Brian J. Monette Edward S. Mucenski Kim A. Murray C E N T R A L Mary C. Albrecht Olon T. Archer Tom Harding Joseph P. Mirabito Benjamin C. Nesbitt James L. Seward Geoffrey A. Smith David F. Wilber III Brian R. Wright P E N N S Y LVA N I A Colleen Doyle, Esq. John Graham Donald Karpovich, Esq. Gerard O’Donnell William Ruark Lissa Bryan-Smith James Shoemaker, Esq. Joseph E. Sutaris Executive Vice President, Chief Financial Officer Joined CBU in 2011 following the Company’s acquisition of The Wilber Corporation, where he held several roles, including CFO. 20 Board of Directors Sally A. Steele Chairman of the Board Attorney at Law Director since 2003 Brian R. Ace Retired Owner of Laceyville Hardware Mark J. Bolus President and CEO of Bolus Motor Lines, Inc. COMMITTEE S Governance, Chair; Trust and Financial Services; Compensation COM MITTEES Risk, Chair; Compensation, Vice Chair; Strategic/Executive Director since 2003 Director since 2010 Jeffrey L. Davis President of J.L. Davis, Inc. COM MITTEES Governance; Audit/Compliance Director since 2017 Neil E. Fesette Owner, President and CEO of Fesette Realty, LLC and Fesette Property Management COMMITTEE S Compensation, Chair; Governance; Strategic/Executive Director since 2010 Michael R. Kallet Retired Chairman and CEO of Oneida Financial Corp. COMMITTEE S Trust and Financial Services, Chair John Parente CEO of CP Media, LLC COM MITTEES Strategic/Executive, Chair; Risk, Vice Chair; Audit/Compliance Director since 2015 Director since 2010 Raymond C. Pecor, III President of Lake Champlain Transportation Company COM MITTEES Compensation; Trust and Financial Services Director since 2017 Eric E. Stickels Retired President, COO and Secretary of Oneida Financial Corp. Mark E. Tryniski President and CEO of Community Bank System, Inc. John F. Whipple CEO of Buffamante Whipple Buttafaro, P.C. COMMITTEE S Strategic/Executive; Trust and Financial Services Director since 2015 Director since 2006 COM MITTEES Audit/Compliance, Chair; Governance Director since 2010 Note: All bank board members participate in the Risk Committee 21 Investor Overview TOTAL SHAREHOLDER RETURNS (ANNUALIZED) Through December 31, 2018, or most recent available, Including Reinvestment of Dividends. CBU 11.1% 11.1% 12.9% 11.9% 1 YEAR 5 YEARS 10 YEARS 12 YEARS S&P 600 Comm. Bank Index (9.9%) 7.0% 7.2% KBW Regional Bank Index (17.5%) 4.9% 6.5% S&P 500 DJIA Source: Bloomberg (4.4%) 8.5% 13.1% (3.5%) 9.7% 13.2% 1.5% 1.5% 7.1% 8.1% STOCK OWNERSHIP At 12/31/18 MARKET CAP In billions at 12/31 $3.0 — $2.0 — $1.0 — INSTITUTIONAL OWNERSHIP SUMMARY 51.3 M SHARES OUTSTANDING 36.5 M SHARES HELD BY INSTITUTIONS 71% OF SHARES OUTSTANDING 240 INSTITUTIONAL HOLDERS 310 PORTFOLIO POSITIONS 22 1415161817Institutional 71%Retail 29% Financial Services Business Summary EMPLOYEE BENEFIT SERVICES WEALTH MANAGEMENT AND INSURANCE SERVICES $92.3M 201 8 R E V E N U E $56.1M 201 8 R E V E N U E Revenue growth of 358% in the last 10 Years bpas.com Community Bank subsidiary Benefit Plans Administrative Services, Inc. (BPAS) is a national provider of retirement plans, benefit plans, fund administration, and collective investment trusts with 10 offices located in NY, NJ, PA, MA, TX and Puerto Rico. Revenue growth of 650% in the last 10 Years cbna.com/invest-insure-services CBU also provides comprehensive financial planning, insurance and wealth management services through operating units and subsidiaries. SUBSIDIARIES COMMUNITY INVESTMENT SERVICES, INC. SUBSIDIARIES BENEFIT PLANS ADMINISTRATIVE SERVICES, LLC ONEGROUP NY, INC. THE CARTA GROUP, INC. HAND BENEFITS & TRUST COMPANY NOTTINGHAM ADVISORS, INC. INVEST TRUST SERVICES RETIREMENT PLANNING EDUCATION PLANNING COMPREHENSIVE FINANCIAL PLANNING LONG-TERM CARE INSURANCE INDIVIDUAL MANAGED ADVISORY ACCOUNTS CORPORATE RETIREMENT PLAN EXECUTIVE BENEFIT PLANNING INSURE AUTO INSURANCE HOME INSURANCE PROPERTY & CASUALTY INSURANCE LIFE & DISABILITY INSURANCE BUSINESS INSURANCE RISK MANAGEMENT HAND SECURITIES, INC. NORTHEAST RETIREMENT SERVICES, LLC BPAS ACTUARIAL & PENSION SERVICES, LLC GLOBAL TRUST COMPANY, INC. BPAS TRUST COMPANY OF PUERTO RICO SCOPE OF BUSINESS 3,800 RETIREMENT PLANS $77 BILLION IN TRUST ASSETS 450,000+ PARTICIPANTS $150 — $100 — $50 — 10-year CAGR = 15.7% 23 FINANCIAL SERVICES REVENUE In millions09101112 13141516181724 EXECUTIVEMark E. Tryniski, President and Chief Executive OfficerScott A. Kingsley, Executive Vice President, Chief Operating OfficerJoseph E. Sutaris, Executive Vice President, Chief Financial OfficerGeorge J. (Joe) Getman, Executive Vice President, General CounselJoseph F. Serbun, Executive Vice President, Chief Credit OfficerRETAIL BANKINGHal Wentworth, Senior Vice President, Retail Banking and MarketingKent Backus, Regional Retail Banking ManagerAnita Bourgeois, Retail and Municipal Banking ManagerRobert Cirko, Regional Retail Banking ManagerEric M. Garvin, Regional Retail Banking ManagerPaul Lepore, Regional Retail Banking ManagerRita J. Walldroff, Regional Retail Banking ManagerLynne Wadsworth, Branch Services AdministratorCOMMERCIAL & CONSUMER LENDINGScott Boser, Senior Vice President, Director of Consumer and Mortgage LendingLuke Fagan, Senior Vice President, Commercial BankingBarbara Maculloch, Regional President PennsylvaniaDeborah Baker, Collections ManagerLindsay Horn, Cash Management Product and Sales ManagerCREDIT ADMINISTRATIONMark Houghtaling, Director of Credit AdministrationJohn Keshavan, Special Assets ManagerDenise Rhoads, Commercial Appraisal ManagerAmanda Snook, Regional Credit ManagerMark Warner, Regional Credit ManagerFINANCE & TREASURY MANAGEMENTJoseph Lemchak, Senior Vice President, Chief Investment OfficerDeresa Durkee, Corporate ControllerRobert Frost, Vice President of Finance, Director of Capital Planning and AnalysisSean Howard, Senior Treasury OfficerRandy Pray, Corporate Purchasing ManagerBrian Fancher, Assistant Corporate ControllerLaura Mattice, Accounting Operations and Regulatory Reporting ManagerRobert Pierce, Subsidiary Accounting and Financial Reporting ManagerNicole Lannie, Employee Benefits Accounting ManagerCarlena Wallace, Financial Controls ManagerADMINISTRATIVE SERVICESBernadette Barber, Senior Vice President, Chief Human Resources OfficerMichael Abdo, Associate General CounselDanielle Cima, Associate General Counsel, Corporate SecretaryBrett Fisk, Director of FacilitiesINFORMATION TECHNOLOGY & OPERATIONSAaron Friot, Senior Vice President, Chief Technology OfficerSusan Fox, Senior Vice President, Chief Information OfficerRobin Dumas, Electronic Banking ManagerBarbara Snyder, Loan Operations ManagerChristina Sullivan, Director of Business Information SystemsPaula Demo, Deposit Operations ManagerRISK MANAGEMENTPaul Ward, Senior Vice President, Chief Risk OfficerTeresa Bower, Director of Loan ReviewDennelle Michalski, Director of Risk ManagementTimothy Miller, Director of Information SecurityDaniel O’Connell, Director of Internal AuditDorothy Quarltere, Chief Compliance OfficerRichard (Chris) Simone, Bank Security OfficerLarry Witter, Bank Secrecy OfficerCOMMUNITY BANKCOMMERCIAL BANKING OFFICERS WESTERN REGIONJames Rahill, Commercial Banking Team LeaderDavid Alm, Senior Commercial Banking OfficerMark Saglimben, Senior Commercial Banking OfficerMichael Boza, Agricultural Banking OfficerScott Brechbuehl, Commercial Banking OfficerGretchen Copella, Commercial Banking OfficerRichard Ferrari, Commercial Banking OfficerPatrick Gorman, Commercial Banking OfficerChristopher Humphrey, Commercial Banking OfficerDavid McKinley, Commercial Banking OfficerNORTHERN REGIONNicholas Russell, Senior Vice President, Commercial Banking Group ManagerRonald Bacon, Senior Commercial Banking OfficerPaul Connelly, Commercial Banking OfficerPatricia Duffy, Agricultural Banking OfficerAaron Kimmich, Agricultural Banking OfficerDuane Pelkey, Commercial Banking OfficerMichael Pierce, Commercial Banking OfficerAllen Racine, Commercial Banking OfficerCraig Stevens, Commercial Banking OfficerSYRACUSE/ONEIDA REGIONRussell Brewer, Commercial Banking Team LeaderRussell Sturtz, Commercial Banking Team LeaderTrevor Bacon, Commercial Banking OfficerThomas Lewin, Commercial Banking OfficerBrian Bund, Commercial Banking OfficerSteven Potter, Commercial Banking OfficerDean Shlotzhauer, Commercial Banking OfficerSOUTHERN REGIONStephen Rich, Senior Vice President, Commercial Banking Group ManagerLoren Herod, Agricultural Banking Team LeaderD. James Vedora, Commercial Banking Team LeaderMark Miller, Commercial Banking OfficerArthur Sable, Commercial Banking OfficerRebecca Snyder, Agricultural Banking OfficerCharles Van Hooft, Agricultural Banking OfficerCENTRAL REGIONJeffrey Lord, Senior Vice President, Commercial Banking Group ManagerJohn Connolly, Commercial Banking OfficerEdward Michalek, Commercial Banking OfficerCody Miller, Commercial Banking OfficerAllison Mosher, Commercial Banking OfficerCAPITAL REGIONJeffrey Levy, Commercial Banking Regional ExecutiveEric Magnano, Commercial Banking OfficerKen Countermine, Commercial Banking OfficerBob Bazargan, Commercial Banking OfficerAustin Maney, Commercial Banking OfficerSMALL BUSINESS UNDERWRITINGMichael Austin, Small Business Loan ManagerDeborah Ruffrage, Small Business Loan Assistant ManagerJennifer Crone, Senior UnderwriterRichard Sisson, Commercial Banking Officer & Senior UnderwriterPENNSYLVANIA REGIONRichard Kazmerick, Commercial Banking Team LeaderMary Elizabeth D’Andrea, Commercial Banking OfficerMatthew Dougherty, Commercial Banking OfficerNeil King, Commercial Banking OfficerDavid McHale, Commercial Banking OfficerJohn Pekarovsky, Commercial Banking OfficerCJ Rinaldi, Commercial Banking OfficerWalter Sarafinko, Commercial Banking OfficerADMINISTRATION25 NEW ENGLAND REGIONBruce Bernier, Senior Vice President, Commercial Banking Group ManagerMichael Breen, Commercial Banking Team LeaderDouglas Babbitt, Commercial Banking OfficerDavid Blow, Commercial Banking OfficerMichael Buckmaster, Commercial Banking OfficerDiane Dunkerley, Commercial Banking OfficerBenjamin George, Commercial Banking OfficerBart Greenfield, Commercial Banking OfficerJess Monago, Commercial Banking OfficerKeith Nesbitt, Commercial Banking OfficerKatherine Rendall, Commercial Banking OfficerJameson Roberts, Commercial Banking OfficerJoyce Werzer, Commercial Banking OfficerWEALTH MANAGEMENT GROUPPaul Restante, Managing DirectorTheresa Kalil-Lennon, Senior Vice President, Regional Sales Manager, Central NY/PennsylvaniaDavid Coon, Senior Vice President, Regional Sales Manager, Eastern/Western NYDaniel Drappo, Senior Financial Consultant, Regional Sales Coordinator, St. LawrenceStephen McFadden, Financial Consultant, Regional Sales Coordinator, AdirondackONEGROUP WEALTHPaul Restante, PresidentAngela Webster, Financial Consultant Bradenton, FloridaTRUST SERVICESCatherine Koebelin, Senior Vice President, Chief Trust Officer, OleanCharles Perrillo, Senior Vice President, Chief Trust Investment Officer, South BurlingtonAmy Allen, Senior Trust Officer, OneontaPatricia Barie, Senior Trust Officer, OleanYvonne Benson, Trust Operations Officer, OleanDavid Bosworth, Trust Investment Officer, South BurlingtonHolly Burbo, Trust Operations Officer, South BurlingtonJennifer Critti-Lebeau, Trust Officer, OneontaKeven DuComb, Trust Officer, South BurlingtonKaren Dovey, Trust Officer, ElmiraBryon Earl, Senior Client Wealth Advisor, Scranton Julia Goff, Trust Officer, OneontaSean Houghton, Trust Officer, South BurlingtonShannon Hyzer, Trust Officer, OneontaJohn Jones, Trust Investment Officer, OneontaDavid LaForest, Senior Trust Officer, Manchester CenterThomas LaPage, Trust Officer, PotsdamPatricia Lowe, Trust Operations Officer, OneontaRuth Lund, Trust Officer, OleanVincent Mastrucci, Corporate Trust Officer, ScrantonLinda Meyer Lambert, Trust Officer, OleanKatherine Mosenthal, Trust Officer, Manchester CenterAdam Niebanck, Trust Investment Officer, OneontaChristine Petras, Trust Investment Officer, OneontaPaul Snodgrass, Trust Investment Officer, PotsdamMatthew Vlasak, Trust Investment Officer, OneontaPaul Wood, Senior Trust Officer, OneontaBrett Zielasko, Trust Officer, OneidaNOTTINGHAM ADVISORS, LLC100 Corporate Parkway, Suite 338, Amherst, NYThomas Quealy, Chief Executive OfficerLawrence Whistler, President, Chief Investment OfficerNicholas Verbanic, Vice President, Portfolio ManagerONEGROUP706 North Clinton Street, Syracuse, NYPierre Morrisseau, Chief Executive OfficerChris Mason, PresidentCOMMUNITY INVESTMENT SERVICES, INC.Paul Restante, PresidentTheresa Kalil-Lennon, Senior Vice President, Sales ManagerChasity Jaynes, Senior Vice President, Director of OperationsLaurel Watkins, Compliance ManagerGarry Payne, Carta GroupJeremy Caza, Carta GroupFINANCIAL CONSULTANTSCharles Baracco, SyracuseEric Brunet, OgdensburgJoseph Butler, Jr., WatertownThomas Ciolek, Olean/AvonLloyd Cristman, RomeDaniel Drappo, WatertownRobert Eckermann, CazenoviaDeron Glickert, SyracuseZachary Groet, AvonJoseph Hatfield, OneidaJustin Hooper, PlattsburghRandall Hulick, SpringvilleMichael Kent, SyracuseJeffrey Layhew, SyracuseRick Little, JermynAndrew Mangano, FultonJude McDonough, Scranton Stephen McFadden, PlattsburghJames Mersfelder, SyracuseChad Murray, FalconerCharles Nicosia, OneontaDavid O’Neil, Jr., BoonvilleBrent Patry, Oneonta/NorwichRobert Stanley, MinookaMichael Tisdell, SyracuseJoseph Topichak, CorningMichele Wilck, Newark/PalmyraBENEFIT PLAN SERVICESBPAS6 Rhoads Drive, Utica, NYBarry Kublin, Chief Executive OfficerPaul M. Neveu, President, BPAS, LLCLinda S. Pritchard, Senior Vice President, Recordkeeping Services3501 Masons Mill Road, Suite 505, Huntingdon Valley, PAMary Anne Geary, Senior Vice President, DC Plan ServicesBPAS ACTUARIAL AND PENSION SERVICES706 North Clinton Street, Syracuse, NYVincent F. Spina, PresidentSteven P. Chase, Senior Vice PresidentSarah E. Dam, Senior Vice President 335 Lexington Ave., 5th Floor, New York, NYSheryl Gabriel, Senior Vice President HAND BENEFITS & TRUST820 Gessner, Suite 1250, Houston, TXW. David Hand, Chief Executive OfficerStephen Hand, PresidentJames Goodwin, Vice PresidentBPAS TRUST COMPANY OF PUERTO RICO644 Fernandez Juncos Avenue, Suite 301, San Juan, PRAlfredo Matheu, BPAS President, Puerto RicoNORTHEAST RETIREMENT SERVICES, INC. (NRS)12 Gill Street, Suite 2600, Woburn, MATom Forese, PresidentChris Hulse, Chief Operating OfficerNorthern New York The Northern New York Market includes the site of the Bank’s origin where St. Lawrence County National Bank was chartered in 1866. Community Bank’s holding company was formed in 1983 when St. Lawrence, First National Bank of Ovid and Exchange National Bank of Olean merged. CBNA significantly expanded its presence in northern New York in 2008 by acquiring 18 branch locations from Citizens Financial Group, Inc. The Northern market covers nearly 16,000 square miles of New York’s North Country stretching from the border with the Canadian provinces of Ontario and Quebec down through the Adirondacks and east to the Vermont border. CBNA is a strong competitor in this region with 44 branch locations and the first or second deposit market share position in 34 of the communities with a branch office. We also have the first or second deposit market share in six of the 10 counties that form this market area. Overall, we have the number one deposit market share for the 10-county area with deposits of $2.1 billion at June 30, 2018. Northern A DA M S Christopher M. Castle, Manager L O N G L A K E Lori DeMars, Manager B R A N C H E S Market deposits have grown by 280% in the past ten years, reflecting strategic acquisitions and organic growth. A L E X A N D R I A B AY Bethany Todd, Manager A U S A B L E F O R K S Valerie Daniels, Manager B L AC K R I V E R Margaret Farone, Manager B O O N V I L L E (MAIN ST AND HEADWATERS PLAZA) Cynthia Shanks, Manager C A N T O N Marsha Watson, Manager C H A M P L A I N Melissa M. Peryea, Manager C H AT E A U G AY Sherry Boyea, Manager C L AY T O N Lori Fearnside, Manager F O R T C OV I N G T O N Zeta Kuretz, Branch Supervisor G O U V E R N E U R Diane Easton, Manager H A R R I S V I L L E Karen Pierce, Branch Supervisor H E R M O N LeeAnne Ross, Manager H E U V E LT O N Susan Patton, Senior CSR I N D I A N L A K E Brenda Lanphear, Manager L A K E P L AC I D Katie Stephenson, Manager L OW V I L L E (STATE ST) Tina Paczkowski, District Manager L OW V I L L E (TURIN RD) Stephen Allen, Manager LYO N S FA L L S Susan Krist, Manager M A D R I D Michelle Hollister, Manager M A L O N E (ELM ST) Darcy King, District Manager M A L O N E (WEST MAIN ST) Stacey Brunell, Manager M A S S E N A Sue Perkins, Manager N O R T H C R E E K Lori DeMars, Manager N O R W O O D Emily Losey, Manager O G D E N S B U R G (FORD ST) Denise Barse, Manager O G D E N S B U R G (STATE ST) Matthew Honeywell, Manager O L D F O R G E Barbara Criss, Manager P L AT T S B U R G H (MARGARET ST) Kathryn Reynolds, Manager P L AT T S B U R G H (ROUTE 3) James Snook, Manager P L AT T S B U R G H (WAL-MART) Arlene Favreau, Branch Supervisor P O T S DA M (MARKET ST AND MAY RD) Victoria Strader, District Manager S A R A N AC L A K E (BROADWAY AND LAKE FLOWER) Brenda Darrah, Manager S T. R E G I S FA L L S Sherri Fleury, Manager S TA R L A K E LeeAnne Ross, Manager T I C O N D E R O G A Maria Beuerlein, Manager T U P P E R L A K E Tami Donaldson, Manager WA D D I N G T O N Emily Losey, Manager WAT E R T OW N (ARSENAL ST) Elizabeth Brown, Manager WAT E R T OW N (WASHINGTON ST) Catherine Ward, Manager W E S T C A R T H AG E Naura L. Christman, Manager W H I T E H A L L Holly A. Rabideau, Manager 26 44branch locations First or second deposit market share in six counties $2.1 billion in branch deposits MARKET PROFILE* GEOGRAPHIC AREA AREA POPULATION AVERAGE HOUSEHOLD INCOME BUSINESSES 15,700 square miles 613,000 $52,600 41,600 + ANNUAL BUSINESS REVENUES $30.1 billion + * Source – data and estimates from U.S. Census Bureau American Fact Finder surveys. L ARGER CITIES AND TOWNS IN MARKET Plattsburgh, Potsdam, Malone, Massena and Canton ■ IN-MARKET PRESENCE ■ MARKET POTENTIAL 27 29 Southern New York The Southern New York Market includes the service area of one of the three community banks that merged in 1983 to form Community Bank System — Exchange National Bank of Olean. The market reaches across the southwest corner of Upstate New York from the Pennsylvania border to Elmira and north through the Finger Lakes to Lake Ontario. CBNA has a strong retail presence in the market with 74 branch locations and the first or second deposit market share position in 44 of the communities with a branch office. We also have the first or second deposit market share in six of the 15 counties. And overall, we have the number one deposit market share for the market (excluding Erie County) with deposits of $2.3 billion at June 30, 2018. B R A N C H E S A D D I S O N Robin Knapp, Manager A L F R E D Beth Plaisted, Manager G E N E S E O Lisa Kime, Manager OW E G O Elizabeth Morse, Manager G E N E VA (CANANDAIGUA RD) Joilette Pendleton, District Manager PA L M Y R A Ann Young, Manager A L L E G A N Y Stephanie Kolkowski, Manager G E N E VA (SENECA ST) John Latanyshyn, Manager A N G E L I C A Diana Grastorf, Branch Supervisor G OWA N DA Ralph Swanson, Manager AVO N Deborah Boisvert, Manager B AT H Joel Brazie, District Manager H A M M O N D S P O R T Kelly Bussmann, Manager H O R N E L L Sandra Aiken, Manager P E N N YA N (LAKE ST) Kelly Smith, Manager P E N N YA N (MAIN ST) Thomas May, Manager P H E L P S Mary Niles, Manager P O R T V I L L E (EAST STATE RD) Brenda Blackwell, Manager B E L FA S T Brandy Burdick, Branch Supervisor H O R S E H E A D S (CONSUMER SQUARE) Glenn Parsons, Manager P O R T V I L L E (NORTH MAIN ST) Katrina Savitcheff, Manager B O L I VA R Judy Gilliland, Manager C A N A N DA I G U A Christopher Bross, Manager C A S S A DAG A Susan Sekuterski, Manager C AT O Tiesha Combes, Manager C L I F T O N S P R I N G S (MAIN ST AND CLIFTON PLAZA) Sarah Pitcher, Manager C LY M E R Laurie Harvey, Manager C O R N I N G (WEST MARKET ST) Wendy Daines, Manager C O R N I N G N O R T H Angela Long, Manager C U B A Shavonne Henderson, Manager DA N S V I L L E Jody Tonkery, Senior District Manager Melissa Ponticello, Manager D U N K I R K (CENTRAL AVE) Jean Coughlin, Manager D U N K I R K (VINEYARD DR) Jason DeChard, Manager E L M I R A Denise Allen, Senior District Manager E R W I N / PA I N T E D P O S T Todd Selander, Branch Supervisor FA L C O N E R Lauren Beichner, Manager F I L L M O R E Julie Hall, District Manager F R A N K L I N V I L L E Sandra Wolfer, Manager H O U G H T O N C O L L E G E Julie Hall, District Manager I N T E R L A K E N Denise Ector, Manager R A N D O L P H Diane Lecceardone, Manager R I P L E Y Shara Post, Branch Supervisor I T H AC A Michael MacDonald, Manager R U S H V I L L E Christine Copper, Manager J A M E S T OW N (BROOKLYN SQUARE) Glori Taylor, Manager S A L A M A N C A Robin Bowser, Manager J A M E S T OW N (NORTH MAIN ST) Kathleen Bemus, Manager S E N E C A FA L L S Christine Plate, Manager L A K E W O O D Lisa Allenson, Senior District Manager Russell Webb, Manager L I VO N I A Ronda Howard, Manager M O R AV I A Michael Pizzola, Manager M O U N T M O R R I S Kathleen Wiard, Manager N A P L E S Joilette Pendleton, District Manager N E WA R K (CHURCH ST) Yvonne Brantley, Manager N E WA R K P L A Z A David Tyler, Manager N I C H O L S Chad Smith, Manager N O R T H C O L L I N S Robin Hohman, Manager O L E A N (NORTH UNION ST) Jody Spears, District Manager O L E A N (DELAWARE PARK) Kelly Crandall, Manager O R C H A R D PA R K Kristen Woodarek, Manager OV I D Jacqueline Robinson, Manager S H E R M A N Shannon Stevens, Manager S I LV E R C R E E K Lisa Allenson, Senior District Manager S P R I N G V I L L E (CASCADE DR) Mary Ann Lutz, Manager SPRINGVILLE (NORTH BUFFALO ST) Brooke Baker, Manager WAT E R L O O Alexis Hobart, Manager WAT K I N S G L E N Anthony Fraboni, Manager W E L L S V I L L E (BOLIVAR RD) Lori Dzielski, Manager W E L L S V I L L E (MAIN ST) Virginia Elliott, Manager W E S T F I E L D Carl Swan, Manager W O O D H U L L Micki Stewart, Manager YO R K S H I R E Rachel Kittleson, Manager Southern Market deposits have grown by 430% in the past ten years, reflecting strategic acquisitions, de novo locations and organic growth. 28 MARKET PROFILE* GEOGRAPHIC AREA AREA POPULATION AVERAGE HOUSEHOLD INCOME BUSINESSES 12,600 square miles 2.2 million $52,800 141,000 + ANNUAL BUSINESS REVENUES $174.1 billion + * Source – data and estimates from U.S. Census Bureau American Fact Finder surveys. 74branch locations First or second deposit market share in six counties $2.4 billion in branch deposits L ARGER CITIES AND TOWNS IN MARKET Orchard Park, Jamestown, Olean, Elmira, Ithaca and Dunkirk/Fredonia ■ IN-MARKET PRESENCE ■ MARKET POTENTIAL 29 Central New York Community Bank System established a significant presence in central New York with its 2011 acquisition of The Wilber Corporation which provided banking locations in Otsego, Onondaga, Chenango, Broome, Delaware and Schoharie counties. The Bank’s presence in this market was further strengthened with the 2015 acquisition of Oneida Financial Corp. adding 12 full-service locations in Madison and Oneida counties. The Central New York market covers nearly 10,000 square miles of Upstate New York from the eastern shore of Lake Ontario down through Syracuse and Utica and reaching the Hudson Valley. CBNA is a strong competitor in the region with 42 branch locations and the first or second deposit market share position in 17 of the communities with a branch office. We also have the first or second deposit market share in two of the 10 counties that form this region. Overall, we have the fourth largest deposit market share for the region with deposits of $1.7 billion at June 30, 2018. Current market area deposits have increased 15-fold over the last 10 years. Central Market Area deposits have grown from $110 million to $1.7 billion in the past ten years, reflecting strategic acquisitions and organic growth. B R A N C H E S B O I C E V I L L E Brad Bernard, Manager C A M D E N Carly Gorski, Manager C A N A S T O TA Lori Torrey, Manager F U LT O N Tina Stephens, Manager O N E O N TA (SOUTHSIDE) Amy Marron, Manager H A M I LT O N Kathleen McGrath, Branch Manager O S W E G O Fred Aldrich IV, Manager H A N N I B A L Debra Davis, District Manager O T E G O Beth Koncelik, Branch Supervisor C A Z E N OV I A Barbara Houghton, District Manager J O H N S O N C I T Y Michelle Carlsson, Manager P U L A S K I Steven P. Gaffney, Manager C H I T T E N A N G O Roberta Button, Manager C I C E R O Denise Cavallo, Manager C O B L E S K I L L Christy Roberts, Manager C O O P E R S T OW N (MAIN ST) Janet Briggs, District Manager Naomi Duncan, Manager C O O P E R S T OW N (OTSEGO) Naomi Duncan, Manager D E L H I Tina Seguare, Manager D E W I T T Robert Liedka, Manager D OW N S V I L L E Carol Sutherland, Manager F L E I S C H M A N N S Bridget Fisk, District Manager M I L F O R D Victoria Ellis, Branch Supervisor R O M E (GRIFFISS PARK AND TURIN RD) Wendy Berg, Manager M O R R I S Emily Boss, Manager N O R W I C H (STATE HIGHWAY AND BROAD ST) Leigh Ann Odell, Manager O N E I DA (182 MAIN ST) Cindy Lindauer, Manager O N E I DA (585 MAIN ST) Wendy Matters, Manager O N E O N TA (FOXCARE CENTER) Lesley Bohacek, Manager O N E O N TA (MAIN ST) Michael Walling, District Manager Nancy Miller, Gold Club Manager O N E O N TA (CHESTNUT ST) Paula Morell, Manager S C H E N E V U S Gerald V. Coombs, Jr., Manager S I D N E Y Bridget Fisk, District Manager S K A N E AT E L E S Elizabeth Silliman, Manager V E R N O N Willis Corney, Manager WA LT O N Tami Hood, Manager W E S T M O R E L A N D Allison Fuller, Manager 30 MARKET PROFILE* GEOGRAPHIC AREA AREA POPULATION AVERAGE HOUSEHOLD INCOME BUSINESSES 9,900 square miles 1.4 million $52,900 107,000 + ANNUAL BUSINESS REVENUES $117.6 billion + * Source – data and estimates from U.S. Census Bureau American Fact Finder surveys. 38branch locations Fourth overall deposit share for market area $1.7 billion in branch deposits L ARGER CITIES AND TOWNS IN MARKET Syracuse, Utica, Binghamton, Oneonta, Rome and Skaneateles ■ IN-MARKET PRESENCE ■ MARKET POTENTIAL 31 Pennsylvania Community Bank System entered the Pennsylvania market in 2001 when it acquired First Liberty Bank and Trust gaining 11 branch offices in Lackawanna and Luzerne counties. In 2003, Grange National Banc Corp was acquired adding 12 additional locations and expanding the coverage area to include Wyoming, Bradford and Susquehanna counties. Two additional transactions, the 2004 First Heritage Bank acquisition and the 2013 purchase of eight Bank of America branch locations added additional market presence for Community Bank in Northeastern Pennsylvania. CBNA’s six-county Northeastern Pennsylvania market covers over 4,000 square miles from the New York State border south and east to where Interstate 80 cuts across the state. With 32 branch locations in Pennsylvania, CBNA is a strong competitor with the first or second deposit market share position in 14 of the communities with a branch office. Overall, we have the third largest deposit market share for the six-county area with deposits of $1.2 billion at June 30, 2018. B R A N C H E S C A R B O N DA L E Bobbiann Davis, Manager C L A R K S S U M M I T David Griffin, Manager DA L E V I L L E Susan Pitoniak, Manager D I C K S O N C I T Y Lisa Rochinski, Manager E DWA R D S V I L L E Michael Mondy, Manager F R E E L A N D Daniel Boote, Manager H A Z L E T O N (AIRPORT RD) Paula Palance, Manager H A Z L E T O N (NORTH CHURCH ST) Lori Roth, Manager Pennsylvania Market deposits have grown by $337 million, or 41% in the past ten years, K I N G S T O N Karen Shuster, Manager L AC E Y V I L L E Greg Culver, Manager L A N S F O R D John Greybosh, Manager L E H I G H T O N Dana Cannariato, District Manager L I T T L E M E A D OW S Karen Fuller, District Manager M E S H O P P E N Greg Culver, Manager M O N T R O S E Steven Stranburg, Manager N OX E N / B OW M A N ’ S C R E E K Kim Tonte, Manager reflecting strategic H A Z L E T O N (SOUTH CHURCH ST) Carol Duran, Branch Supervisor O LY P H A N T Theresa Curto, District Manager acquisitions and organic growth. J E R M Y N John Peterson, Manager J E S S U P Mary Bieszczad, Manager P I T T S T O N Gary Missal, Manager S C R A N T O N (KEYSER AVE) Lisa Browning, District Manager S C R A N T O N (MINOOKA) David Lencicki, Manager S C R A N T O N (NORTH WASHINGTON AVE) Suzanne Kennedy, Manager S C R A N T O N (WYOMING AVE) Michelle Cook, Manager T OWA N DA Lori Smith, Manager T U N K H A N N O C K Karen Fuller, District Manager T R U C K S V I L L E / B AC K M O U N TA I N Susanne Mullin, District Manager W I L K E S B A R R E (NORTH FRANKLIN ST) Susan Russick, Manager W I L K E S B A R R E (SOUTH MAIN ST) Sandra Wheeler, Manager W YA L U S I N G Doug Jackson, Manager 32 MARKET PROFILE* GEOGRAPHIC AREA AREA POPULATION AVERAGE HOUSEHOLD INCOME BUSINESSES 4,100 square miles 721,000 $51,290 53,000 + ANNUAL BUSINESS REVENUES $64.5 billion + * Source – data and estimates from U.S. Census Bureau American Fact Finder surveys. ■ IN-MARKET PRESENCE ■ MARKET POTENTIAL L ARGER CITIES AND TOWNS IN MARKET Scranton, Wilkes Barre, Hazleton, Pittston and Dickson City 32branch locations Third overall deposit share for market area $1.2 billion in branch deposits 33 New England Community Bank System entered the New England market in 2017 with the acquisition of Merchants Bancshares, adding 31 branch locations in 12 Vermont counties and one in Western Massachusetts. As Vermont’s largest statewide independent bank with the third overall deposit market share, Merchants provided a substantial presence for the bank’s entry into the New England market. CBNA’s 13-county New England market covers more than 8,800 square miles and reaches from the southern border of Quebec and eastern border of New York State south to Western Massachusetts. CBNA remains a strong competitor in Vermont with the first or second deposit market share position in 15 of the communities with a branch office and the third largest deposit market share for the entire state. Total deposits for CBNA’s New England market were $1.3 billion at June 30, 2018. CBNA’s strong B A R R E Matthew Villemaire, District Manager J E R I C H O Kelly Kimball, Manager B R A N C H E S initial market position in New England provides a solid foundation for future expansion. B E N N I N G T O N Bette Smith, Manager B R A D F O R D Colleen Page, Manager B R AT T L E B O R O Ryan Jennings, Branch Supervisor B R I S T O L Stepheni Newton, Manager B U R L I N G T O N (COLLEGE ST) Erin Pond, Manager B U R L I N G T O N (NORTH AVE) Darcy Allard, Manager E N O S B U R G Jodi Tallman, Manager E S S E X J U N C T I O N Donald Bedard, Manager FA I R H AV E N Jill Miller, Manager H A R DW I C K Patricia Lemay, Manager H I N E S B U R G Peter Crapo, Manager J O H N S O N Jodi Tallman, Manager M A N C H E S T E R Cassandra McClure, Branch Supervisor George Araskiewicz, District Manager N O R T H F I E L D Crystal Gaudet, Branch Supervisor R U T L A N D (GREEN MOUNTAIN PLAZA AND WOODSTOCK AVE) Michelle LaMoria, Manager SOUTH BURLINGTON (KENNEDY DR) Jonathan Roddy, Manager Erika Baldasaro, District Manager SOUTH BURLINGTON (SHELBURNE RD) Maryann Russell, Manager SOUTH BURLINGTON (WILLISTON RD) Christine Auriemma, Manager S O U T H H E R O Barry Fauteux, Manager S P R I N G F I E L D , V T Kenneth Davis, Manager S P R I N G F I E L D , M A Gilbert Nieves, Manager S T. A L B A N S Barry Fauteux, Manager S T. J O H N S B U R Y Martha Davis, Manager T H E T F O R D Erin Fredieu, Manager V E R G E N N E S Stepheni Newton, Manager WAT E R B U R Y Megan Hampton, Manager W H I T E R I V E R J U N C T I O N Erin Fredieu, Manager W I L M I N G T O N Kaci Howes, Manager W I N O O S K I Darcy Allard, Manager 34 32branch locations Third overall deposit share for Vermont $1.3 billion in branch deposits MARKET PROFILE* GEOGRAPHIC AREA AREA POPULATION AVERAGE HOUSEHOLD INCOME BUSINESSES 8,800 square miles 1.1 Million $58,470 104,000 + ANNUAL BUSINESS REVENUES $102.3 billion + * Source – data and estimates from U.S. Census Bureau American Fact Finder surveys. L ARGER CITIES AND TOWNS IN MARKET Burlington, Brattleboro and Rutland, Vermont, and Springfield, Massachusetts ■ IN-MARKET PRESENCE ■ MARKET POTENTIAL 35 SELECTED FINANCIAL HIGHLIGHTS TOTAL REVENUE1 In millions Income Statement In millions 2018 2008 CAGR (10-year) $600 — Net interest income $ 345.1 $ 148.5 Noninterest income Total revenue1 Noninterest expenses 224.1 569.1 345.3 73.5 222.0 158.6 8.8% 11.8% 9.9% 8.1% $450 — Net income $ 168.6 $ 45.9 13.9% $300 — Net interest margin 3.73% 3.82% N/A Per Share Data (diluted) Diluted earnings per share $ 3.24 $ Operating earnings per share2 Cash dividends declared Book value 3.23 1.44 33.43 1.49 1.52 0.86 16.69 8.1% 7.8% 5.3% 7.2% $150 — Tangible book value $ 18.59 $ 6.62 10.9% NET INTEREST INCOME NONINTEREST INCOME Balance Sheet Data End of period, In millions Assets Loans, net Deposits $ 10,607 $ 5,175 6,281 8,322 3,136 3,701 Shareholders’ equity $ 1,714 $ 545 7.4% 7.2% 8.4% 12.1% 1 Excluding securities gains/losses and debt extinguishment charges 2 Operating earnings per share excludes the tax-effected impact of any gains or losses on sales of investment securities and debt extinguishments, acquisition expenses, litigation settlements, and other special charges. COMMUNITY BANK FRANCHISE OVERVIEW Total Branch Locations Total ATMs Total Counties Served New York Pennsylvania Vermont Massachusetts Counties with Top Three Deposit Share 224 244 35 6 12 1 27 Average Deposits per Branch $38.5 million 10-year CAGR = 9.9% 1 Excluding securities gains/losses and debt extinguishment charges NONINTEREST INCOME In millions $200 — $150 — $100 — $50 — BANKING SERVICES FINANCIAL SERVICES 10-year CAGR = 11.8% 240 — 160 — 80 — 36 09101112131415161817COMMUNITY BANK LOCATIONS 0910111213141516181709101112131415161817 Corporate and Shareholder Information CO RPOR ATE HEADQUARTERS Community Bank System, Inc. 5790 Widewaters Parkway DeWitt, NY 13214-1883 Phone: 315.445.2282 or 800.724.2262 Fax: 315.445.7347 cbna.com STOCK LISTING Common stock of Community Bank System, Inc. is listed on the New York Stock Exchange (NYSE) under the symbol: CBU. Newspaper listing for common stock: CmntyBkSys. ANNUAL MEETING Wednesday, May 15, 2019 1:00 p.m. EST F.M. Kirby Center 71 Public Square Wilkes-Barre, PA 18701 TRANSFER AGENT AND REGISTRANT OF STOCK Shareholders requiring a change of name, address or ownership of stock, or information about shareholder records, lost or stolen certificates, and dividend checks, direct deposit and reinvestment should contact: AST Operations Center 6201 15th Avenue Brooklyn, NY 11219 astfinancial.com General questions: 877.253.6847 INVESTOR INFORMATION Investor and shareholder information regarding Community Bank System, Inc., including all filings with the Securities and Exchange Commission, is available through the company’s website: cbna.com Copies may also be obtained without charge upon written request to: Ms. Marguerite Geiss Investor Relations Department Community Bank System, Inc. 5790 Widewaters Parkway DeWitt, NY 13214-1883 315.445.7313 marguerite.geiss@ communitybankna.com INDEPENDENT AUDITORS The Board of Directors appointed PricewaterhouseCoopers, LLP as auditor for the company for the year ended December 31, 2018. ANALYST COVERAGE The following analysts published research about Community Bank System in 2018: American Capital Partners Anthony Polini / 908.625.1931 apolini@acpweb.com Boenning & Scattergood Erik E. Zwick/ 610.862.5322 ezwick@boenninginc.com D.A. Davidson & Co. Russell E. T. Gunther / 212.223.5403 rgunther@dadco.com Hovde Group LLC Joseph A. Fenech / 646.281.4946 jfenech@hovdegroup.com Keefe, Bruyette & Woods Inc. Collyn B. Gilbert / 973.549.4092 collyn.gilbert@kbw.com Piper Jaffray Companies Matthew M. Breese / 617.654.0728 matthew.m.breese@pjc.com Raymond James Financial Inc. William J. Wallace IV / 703.749.1485 william.wallace@raymondjames.com Sandler O’Neill Alexander Twerdahl / 212.466.7916 atwerdahl@sandleroneill.com INVESTOR’S CHOICE PROGRAM CBU offers convenient, low-cost options for investors wishing to steadily buy shares. For information, contact: AST Operations Center 6201 15th Avenue Brooklyn, NY 11219 astfinancial.com General questions: 877.253.6847 S A F E H A R B O R S T A T E M E N T The Community Bank System, Inc. Annual Report contains forward-looking statements, within the provisions of the Private Security Litigation Reform Act of 1995, that are based on current expectations, estimates, and projections about the industry, markets and economic environment in which the company operates. Such statements involve risks and uncertainties that could cause actual results to differ materially from the results discussed in these statements. These risks are detailed in the company’s periodic reports filed with the Securities and Exchange Commission. 37 COMMUNITY BANK SYSTEM, INC. 5790 Widewaters Parkway DeWitt, NY 13214-1883 800.724.2262 315.445.7347 fax cbna.com 

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