FINANCIAL INSTITUTIONS INC (Form: 10-Q, Received: 08/08/2018 16:07:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2018

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

For the transition period from ________ to ________

Commission File Number: 000-26481

(Exact name of registrant as specified in its charter)

NEW YORK		16-0816610
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

220 LIBERTY STREET, WARSAW, NEW YORK		14569
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 786-1100

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

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

Large accelerated filer	☐	Accelerated filer	☑

Non-accelerated filer	☐ (Do not check if a smaller company)	Smaller reporting company	☐

		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The registrant had 15,924,959 shares of Common Stock, $0.01 par value, outstanding as of July 31, 2018.

Table of Contents

FINANCIAL INSTITUTIONS, INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2018

TABLE OF CONTENTS

		PAGE
PART I.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements

	Consolidated Statements of Financial Condition - at June 30, 2018 (Unaudited) and December 31, 2017	3

	Consolidated Statements of Income (Unaudited) - Three and six months ended June 30, 2018 and 2017	4

	Consolidated Statements of Comprehensive Income (Unaudited) - Three and six months ended June 30, 2018 and 2017	5

	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) - Six months ended June 30, 2018 and 2017	6

	Consolidated Statements of Cash Flows (Unaudited) - Six months ended June 30, 2018 and 2017	7

	Notes to Consolidated Financial Statements (Unaudited)	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	56

ITEM 4.	Controls and Procedures	57

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	58

ITEM 6.	Exhibits	58

	Signatures	59

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Table of Contents

PART I. FINANC IAL INFORMATION

ITEM 1. Financial Statements

FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in thousands, except share and per share data)	June 30, 2018			December 31, 2017
ASSETS
Cash and due from banks	$	89,094		$	99,195
Securities available for sale, at fair value		492,228			524,973
Securities held to maturity, at amortized cost (fair value of $465,542 and $512,983, respectively)		474,803			516,466
Loans held for sale		2,014			2,718
Loans (net of allowance for loan losses of $33,955 and $34,672, respectively)		2,866,257			2,700,345
Company owned life insurance		66,188			65,288
Premises and equipment, net		43,681			45,189
Goodwill and other intangible assets, net		79,188			74,703
Other assets		77,862			76,333
Total assets	$	4,191,315		$	4,105,210
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	719,084		$	718,498
Interest-bearing demand		658,107			634,203
Savings and money market		1,012,972			1,005,317
Time deposits		872,004			852,156
Total deposits		3,262,167			3,210,174
Short-term borrowings		472,800			446,200
Long-term borrowings, net of issuance costs of $833 and $869, respectively		39,167			39,131
Other liabilities		30,244			28,528
Total liabilities		3,804,378			3,724,033
Shareholders’ equity:
Series A 3% preferred stock, $100 par value; 1,533 shares authorized; 1,439 shares issued		144			144
Series B-1 8.48% preferred stock, $100 par value; 200,000 shares authorized; 171,847 shares issued		17,185			17,185
Total preferred equity		17,329			17,329
Common stock, $0.01 par value; 50,000,000 shares authorized; 16,056,178 shares issued		161			161
Additional paid-in capital		122,144			121,058
Retained earnings		270,171			257,078
Accumulated other comprehensive loss		(20,296	)		(11,916	)
Treasury stock, at cost – 132,019 and 131,240 shares, respectively		(2,572	)		(2,533	)
Total shareholders’ equity		386,937			381,177
Total liabilities and shareholders’ equity	$	4,191,315		$	4,105,210

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(In thousands, except per share amounts)	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Interest income:
Interest and fees on loans	$	31,343	$	25,469	$	61,101	$	50,085
Interest and dividends on investment securities		5,525		5,898		11,166		11,795
Other interest income		—		42		4		67
Total interest income		36,868		31,409		72,271		61,947
Interest expense:
Deposits		4,253		2,500		7,709		4,731
Short-term borrowings		1,912		870		3,613		1,564
Long-term borrowings		618		617		1,236		1,235
Total interest expense		6,783		3,987		12,558		7,530
Net interest income		30,085		27,422		59,713		54,417
Provision for loan losses		40		3,832		2,989		6,613
Net interest income after provision for loan losses		30,045		23,590		56,724		47,804
Noninterest income:
Service charges on deposits		1,703		1,840		3,441		3,585
Insurance income		1,018		1,133		2,417		2,564
ATM and debit card		1,531		1,456		2,952		2,785
Investment advisory		1,911		1,429		3,689		2,860
Company owned life insurance		443		473		893		918
Investments in limited partnerships		123		135		691		105
Loan servicing		203		123		318		243
Net gain on sale of loans held for sale		131		72		227		120
Net gain on investment securities		7		210		7		416
Net gain on derivative instruments		78		—		252		—
Net gain on other assets		9		6		12		4
Contingent consideration liability adjustment		—		1,200		—		1,200
Other		1,392		1,256		2,634		2,369
Total noninterest income		8,549		9,333		17,533		17,169
Noninterest expense:
Salaries and employee benefits		12,871		11,986		26,300		23,355
Occupancy and equipment		4,167		4,184		8,574		8,148
Professional services		896		1,057		1,779		2,072
Computer and data processing		1,358		1,312		2,593		2,483
Supplies and postage		548		467		1,060		1,004
FDIC assessments		480		469		988		926
Advertising and promotions		721		645		1,698		1,107
Amortization of intangibles		305		291		593		588
Goodwill impairment		—		1,575		—		1,575
Other		2,099		1,955		3,967		3,625
Total noninterest expense		23,445		23,941		47,552		44,883
Income before income taxes		15,149		8,982		26,705		20,090
Income tax expense		2,979		2,736		5,247		5,901
Net income	$	12,170	$	6,246	$	21,458	$	14,189
Preferred stock dividends		366		366		731		731
Net income available to common shareholders	$	11,804	$	5,880	$	20,727	$	13,458
Earnings per common share (Note 3):
Basic	$	0.74	$	0.40	$	1.30	$	0.92
Diluted	$	0.74	$	0.40	$	1.30	$	0.92
Cash dividends declared per common share	$	0.24	$	0.21	$	0.48	$	0.42

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in thousands)	Three months ended June 30,					Six months ended June 30,
	2018			2017		2018			2017
Net income	$	12,170		$	6,246	$	21,458		$	14,189
Other comprehensive (loss) income, net of tax:
Securities available for sale and transferred securities		(2,487	)		1,722		(8,757	)		2,316
Hedging derivative instruments		227			—		123			—
Pension and post-retirement obligations		127			171		254			342
Total other comprehensive (loss) income, net of tax		(2,133	)		1,893		(8,380	)		2,658
Comprehensive income	$	10,037		$	8,139	$	13,078		$	16,847

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

Six months ended June 30, 2018 and 2017

(Dollars in thousands, except per share data)	Preferred Equity		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Shareholders’ Equity
Balance at December 31, 2016	$	17,340	$	147	$	81,755		$	237,687		$	(13,951	)	$	(2,924	)	$	320,054
Cumulative-effect adjustment		—		—		(279	)		279			—			—			—
Balance at January 1, 2017	$	17,340	$	147	$	81,476		$	237,966		$	(13,951	)	$	(2,924	)	$	320,054
Comprehensive income:
Net income		—		—		—			14,189			—			—			14,189
Other comprehensive income, net of tax		—		—		—			—			2,658			—			2,658
Common stock issued		—		6		16,702			—			—			—			16,708
Purchases of common stock for treasury		—		—		—			—			—			(148	)		(148	)
Share-based compensation plans:
Share-based compensation		—		—		605			—			—			—			605
Stock options exercised		—		—		5			—			—			374			379
Restricted stock awards issued, net		—		—		29			—			—			(29	)		—
Stock awards		—		—		39			—			—			76			115
Cash dividends declared:
Series A 3% Preferred-$1.50 per share		—		—		—			(2	)		—			—			(2	)
Series B-1 8.48% Preferred-$4.24 per share		—		—		—			(729	)		—			—			(729	)
Common-$0.42 per share		—		—		—			(6,188	)		—			—			(6,188	)
Balance at June 30, 2017	$	17,340	$	153	$	98,856		$	245,236		$	(11,293	)	$	(2,651	)	$	347,641
Balance at December 31, 2017	$	17,329	$	161	$	121,058		$	257,078		$	(11,916	)	$	(2,533	)	$	381,177
Comprehensive income:
Net income		—		—		—			21,458			—			—			21,458
Other comprehensive loss, net of tax		—		—		—			—			(8,380	)		—			(8,380	)
Purchases of common stock for treasury		—		—		—			—			—			(113	)		(113	)
Share-based compensation plans:
Share-based compensation		—		—		759			—			—			—			759
Stock options exercised		—		—		(15	)		—			—			324			309
Restricted stock awards issued, net		—		—		303			—			—			(303	)		—
Stock awards		—		—		39			—			—			53			92
Cash dividends declared:
Series A 3% Preferred-$1.50 per share		—		—		—			(2	)		—			—			(2	)
Series B-1 8.48% Preferred-$4.24 per share		—		—		—			(729	)		—			—			(729	)
Common-$0.48 per share		—		—		—			(7,634	)		—			—			(7,634	)
Balance at June 30, 2018	$	17,329	$	161	$	122,144		$	270,171		$	(20,296	)	$	(2,572	)	$	386,937

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)	Six months ended June 30,
	2018			2017
Cash flows from operating activities:
Net income	$	21,458		$	14,189
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,235			3,053
Net amortization of premiums on securities		1,350			1,654
Provision for loan losses		2,989			6,613
Share-based compensation		759			605
Deferred income tax (benefit) expense		(4,978	)		652
Proceeds from sale of loans held for sale		9,766			3,779
Originations of loans held for sale		(8,835	)		(4,473	)
Income on company owned life insurance		(893	)		(918	)
Net gain on sale of loans held for sale		(227	)		(120	)
Net gain on investment securities		(7	)		(416	)
Net gain on other assets		(12	)		(4	)
Goodwill impairment		—			1,575
Decrease (increase) in other assets		6,785			(1,085	)
Decrease in other liabilities		(1,122	)		(2,535	)
Net cash provided by operating activities		30,268			22,569
Cash flows from investing activities:
Purchases of available for sale securities		—			(40,858	)
Purchases of held to maturity securities		(16,535	)		(41,522	)
Proceeds from principal payments, maturities and calls on available for sale securities		14,813			18,424
Proceeds from principal payments, maturities and calls on held to maturity securities		59,448			53,481
Proceeds from sales of securities available for sale		5,768			25,307
Net loan originations		(169,315	)		(181,253	)
Purchases of company owned life insurance, net of proceeds received		(7	)		(8	)
Proceeds from sales of other assets		259			102
Purchases of premises and equipment		(1,102	)		(6,374	)
Cash consideration paid for acquisition, net of cash acquired		(4,447	)		—
Net cash used in investing activities		(111,118	)		(172,701	)
Cash flows from financing activities:
Net increase in deposits		51,993			137,264
Net increase in short-term borrowings		26,600			16,000
Proceeds from issuance of common stock		—			16,708
Purchases of common stock for treasury		(113	)		(148	)
Proceeds from stock options exercised		309			379
Cash dividends paid to common and preferred shareholders		(8,040	)		(6,811	)
Net cash provided by financing activities		70,749			163,392
Net (decrease) increase in cash and cash equivalents		(10,101	)		13,260
Cash and cash equivalents, beginning of period		99,195			71,277
Cash and cash equivalents, end of period	$	89,094		$	84,537
Supplemental information:
Cash paid for interest	$	13,187		$	6,501
Cash paid for income taxes		1,916			5,849
Noncash investing and financing activities:
Real estate and other assets acquired in settlement of loans		414			154
Accrued and declared unpaid dividends		4,184			3,511
Increase in net unsettled security purchases		2,136			3,081
Assets acquired and liabilities assumed in business combinations:
Fair value of assets acquired		2,561			—
Fair value of liabilities assumed		128			—

See accompanying notes to the consolidated financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Financial Institutions, Inc. (the “Company”) is a financial holding company organized in 1931 under the laws of New York State (“New York”). The Company provides diversified financial services through its subsidiaries, Five Star Bank, Scott Danahy Naylon, LLC (“SDN”), Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York chartered banking subsidiary, Five Star Bank (the “Bank”). The Bank also has indirect lending network relationships with franchised automobile dealers in the Capital District of New York and Northern and Central Pennsylvania. SDN provides a broad range of insurance services to personal and business clients across 45 states. Courier Capital and HNP Capital provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting policies conform to U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in conformity with GAAP have been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature necessary for a fair presentation of the consolidated statements of financial condition, income, comprehensive income, changes in shareholders’ equity and cash flows for the periods indicated and contain adequate disclosure to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s 2017 Annual Report on Form 10-K for the year ended December 31, 2017. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income or shareholders’ equity as previously reported.

Subsequent Events

The Company has evaluated events and transactions for potential recognition or disclosure through the day the financial statements were issued and determined there were no material recognizable subsequent events.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates relate to the determination of the allowance for loan losses, the carrying value of goodwill and deferred tax assets, and assumptions used in the defined benefit pension plan accounting.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The effective date was deferred for one year to the interim and annual periods beginning on or after December 15, 2017. Early adoption was permitted as of the original effective date – interim and annual periods beginning on or after December 15, 2016. The Company’s largest source of revenue is net interest income on financial assets and liabilities, which is explicitly excluded from the scope of ASU 2014-09. Revenue streams that are within the scope of ASU 2014-09 include insurance income, investment advisory fees, service charges on deposits and ATM and debit card fees. The adoption of ASU 2014-09, as of January 1, 2018, did not have a significant impact on the Company’s financial statements. The Company adopted ASU 2014-09 using the modified retrospective transition method with no cumulative effect adjustment to opening retained earnings as of January 1, 2018. See “Revenue Recognition” below for additional information related to revenue generated from contracts with customers.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 is intended to improve the recognition and measurement of financial instruments by requiring equity investments to be measured at fair value with changes in fair value recognized in net income; requiring entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement for entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured and amortized at cost on the balance sheet; and requiring an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The adoption of ASU 2016-01, as of January 1, 2018, did not have a significant impact on the Company’s financial statements, except for the fair value disclosures as presented in Note 13 – Fair Value Measurements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is assessing the impact of ASU 2016-02 on its financial statements. The Company expects an increase in assets and liabilities as a result of recording additional lease contracts where the Company is a leasee.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments . ASU 2016-13 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. Topic 326 eliminates the probable initial recognition threshold in current GAAP and instead, requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted beginning after December 15, 2018. The Company is assessing the impact of ASU 2016-13 on its financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance on the following eight specific cash flow issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption was permitted, including adoption in an interim period. The adoption of ASU 2016-15, as of January 1, 2018, did not have a significant impact on the Company’s financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which provides additional guidance on the presentation of net periodic pension and postretirement benefit costs in the income statement and on the components eligible for capitalization. The amendments in this ASU require that an employer report the service cost component of the net periodic benefit costs in the same income statement line item as other compensation costs arising from services rendered by employees during the period. The non-service-cost components of net periodic benefit costs are to be presented in the income statement separately from the service cost components and outside a subtotal of income from operations. The ASU also allows for the capitalization of the service cost components, when applicable (i.e., as a cost of internally manufactured inventory or a self-constructed asset). The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods; early adoption was permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The amendments in this ASU were to be applied retrospectively. The adoption of ASU 2017-07, as of January 1, 2018, did not have a significant impact on the Company’s financial statements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(1.) BASI S OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities . These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is assessing the impact of ASU 2017-08 on its financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities . These amendments: (a) expand and refine hedge accounting for both financial and non-financial risk components, (b) align the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and (c) include certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments related to cash flow and net investment hedges existing at the date of adoption should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to presentation and disclosure should be applied prospectively. The Company is assessing the impact of ASU 2017-12 on its financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJ Act”). The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the federal corporate income tax rate in the TCJ Act is recognized. The Company expects to reclass approximately $2.8 million from accumulated other comprehensive loss to retained earnings when ASU 2018-02 is adopted.

Revenue Recognition

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our loan servicing activities, as these activities are subject to other GAAP. Descriptions of our primary revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of noninterest income are as follows:

•

Transactions and service-based revenues - these include service charges on deposits, investment advisory, and ATM and debit card fees. Revenue is recognized when the transactions occur or as services are performed over primarily monthly or quarterly periods. Payment is typically received in the period the transactions occur or, in some cases, within 90 days of the service period. Fees may be fixed or, where applicable, based on a percentage of transaction size or managed assets.

•

Insurance income - Insurance commissions are received on the sale of insurance products, and revenue is recognized upon the placement date of the insurance policies. Payment is normally received within the policy period. In addition to placement, SDN also provides insurance policy related risk management services. Revenue is recognized as these services are provided.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(2.) BUSINESS COMBINATIONS

2018 Activity – HNP Capital Acquisition

On June 1, 2018, the Company completed the acquisition of HNP Capital, an SEC-registered investment advisor with approximately $344 million in assets under management as of June 30, 2018. Consideration for the acquisition totaled $5.1 million in cash. As a result of the acquisition, the Company recorded goodwill of $2.6 million and other intangible assets of $2.5 million. The goodwill and other intangible assets are expected to be deductible for income tax purposes. The allocation of acquisition cost to the assets acquired and liabilities assumed and pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s consolidated financial statements.

2017 Activity - Robshaw & Julian Acquisition

On August 31, 2017, Courier Capital completed the acquisition of the assets of Robshaw & Julian Associates, Inc. (“Robshaw & Julian”), a registered investment advisor with approximately $175 million in assets under management, which increased Courier Capital’s total assets under management to a total of approximately $1.6 billion as of August 31, 2017. Consideration for the acquisition included cash and potential future cash bonuses contingent upon achievement of certain revenue performance targets through August 2020. As a result of the acquisition, Courier Capital recorded goodwill of $1.0 million and other intangible assets of $810 thousand. The goodwill and other intangible assets are expected to be deductible for income tax purposes. The allocation of acquisition cost to the assets acquired and liabilities assumed and pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s consolidated financial statements.

(3.) EARNINGS PER COMMON SHARE (“EPS”)

The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPS (in thousands, except per share amounts).

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Net income available to common shareholders	$	11,804		$	5,880		$	20,727		$	13,458
Weighted average common shares outstanding:
Total shares issued		16,056			14,858			16,056			14,776
Unvested restricted stock awards		(4	)		(44	)		(12	)		(50	)
Treasury shares		(146	)		(150	)		(146	)		(154	)
Total basic weighted average common shares outstanding		15,906			14,664			15,898			14,572
Incremental shares from assumed:
Exercise of stock options		3			10			5			12
Vesting of restricted stock awards		39			28			42			31
Total diluted weighted average common shares outstanding		15,948			14,702			15,945			14,615
Basic earnings per common share	$	0.74		$	0.40		$	1.30		$	0.92
Diluted earnings per common share	$	0.74		$	0.40		$	1.30		$	0.92

For each of the periods presented, average shares subject to the following instruments were excluded from the computation of diluted EPS because the effect would be antidilutive:

Stock options	—	—	—	—
Restricted stock awards	7	—	6	3
Total	7	—	6	3

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(4.) INVESTMENT SECURITIES

The amortized cost and fair value of investment securities are summarized below (in thousands):

	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
June 30, 2018
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	162,330	$	11	$	4,815	$	157,526
Mortgage-backed securities:
Federal National Mortgage Association		296,084		52		9,954		286,182
Federal Home Loan Mortgage Corporation		38,387		15		1,655		36,747
Government National Mortgage Association		10,595		140		102		10,633
Collateralized mortgage obligations:
Federal National Mortgage Association		163		—		—		163
Federal Home Loan Mortgage Corporation		40		—		—		40
Privately issued		—		937		—		937
Total mortgage-backed securities		345,269		1,144		11,711		334,702
Total available for sale securities	$	507,599	$	1,155	$	16,526	$	492,228
Securities held to maturity:
State and political subdivisions		250,791		1,287		1,559		250,519
Mortgage-backed securities:
Federal National Mortgage Association		10,574		—		340		10,234
Federal Home Loan Mortgage Corporation		4,662		—		226		4,436
Government National Mortgage Association		33,934		13		954		32,993
Collateralized mortgage obligations:
Federal National Mortgage Association		68,906		—		2,966		65,940
Federal Home Loan Mortgage Corporation		85,824		—		3,705		82,119
Government National Mortgage Association		20,112		—		811		19,301
Total mortgage-backed securities		224,012		13		9,002		215,023
Total held to maturity securities	$	474,803	$	1,300	$	10,561	$	465,542
December 31, 2017
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	163,025	$	122	$	1,258	$	161,889
Mortgage-backed securities:
Federal National Mortgage Association		311,830		313		3,220		308,923
Federal Home Loan Mortgage Corporation		41,290		76		675		40,691
Government National Mortgage Association		12,051		193		12		12,232
Collateralized mortgage obligations:
Federal National Mortgage Association		217		1		1		217
Federal Home Loan Mortgage Corporation		45		—		—		45
Privately issued		—		976		—		976
Total mortgage-backed securities		365,433		1,559		3,908		363,084
Total available for sale securities	$	528,458	$	1,681	$	5,166	$	524,973

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(4.) INVESTMENT SECURITIES (Continued)

	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
December 31, 2017 (continued)
Securities held to maturity:
State and political subdivisions		283,557		2,317		662		285,212
Mortgage-backed securities:
Federal National Mortgage Association		9,732		16		88		9,660
Federal Home Loan Mortgage Corporation		3,213		—		119		3,094
Government National Mortgage Association		26,841		—		330		26,511
Collateralized mortgage obligations:
Federal National Mortgage Association		76,432		—		1,958		74,474
Federal Home Loan Mortgage Corporation		93,810		3		2,165		91,648
Government National Mortgage Association		22,881		5		502		22,384
Total mortgage-backed securities		232,909		24		5,162		227,771
Total held to maturity securities	$	516,466	$	2,341	$	5,824	$	512,983

Investment securities with a total fair value of $813.5 million and $838.4 million at June 30, 2018 and December 31, 2017, respectively, were pledged as collateral to secure public deposits and for other purposes required or permitted by law.

Sales and calls of securities available for sale were as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Proceeds from sales	$	5,768	$	12,957	$	5,768	$	25,307
Gross realized gains		9		210		9		416
Gross realized losses		2		—		2		—

The scheduled maturities of securities available for sale and securities held to maturity at June 30, 2018 are shown below (in thousands). Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations.

	Amortized		Fair
	Cost		Value
Debt securities available for sale:
Due in one year or less	$	26,364	$	26,197
Due from one to five years		144,174		140,856
Due after five years through ten years		238,443		229,545
Due after ten years		98,618		95,630
	$	507,599	$	492,228
Debt securities held to maturity:
Due in one year or less	$	55,989	$	56,177
Due from one to five years		151,052		151,799
Due after five years through ten years		88,698		85,681
Due after ten years		179,064		171,885
	$	474,803	$	465,542

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(4.) INVESTMENT SECURITIES (Continued)

Unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows (in thousands):

	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2018
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	123,345	$	3,328	$	30,701	$	1,487	$	154,046	$	4,815
Mortgage-backed securities:
Federal National Mortgage Association		219,797		7,637		63,598		2,317		283,395		9,954
Federal Home Loan Mortgage Corporation		21,415		751		14,438		904		35,853		1,655
Government National Mortgage Association		4,410		97		789		5		5,199		102
Collateralized mortgage obligations:
Federal National Mortgage Association		—		—		77		—		77		—
Federal Home Loan Mortgage Corporation		—		—		7		—		7		—
Total mortgage-backed securities		245,622		8,485		78,909		3,226		324,531		11,711
Total available for sale securities		368,967		11,813		109,610		4,713		478,577		16,526
Securities held to maturity:
State and political subdivisions		65,548		883		15,698		676		81,246		1,559
Mortgage-backed securities:
Federal National Mortgage Association		7,662		202		2,572		138		10,234		340
Federal Home Loan Mortgage Corporation		1,474		13		2,962		213		4,436		226
Government National Mortgage Association		11,967		399		13,627		555		25,594		954
Collateralized mortgage obligations:
Federal National Mortgage Association		16,268		500		49,672		2,466		65,940		2,966
Federal Home Loan Mortgage Corporation		20,606		799		61,513		2,906		82,119		3,705
Government National Mortgage Association		6,940		282		12,361		529		19,301		811
Total mortgage-backed securities		64,917		2,195		142,707		6,807		207,624		9,002
Total held to maturity securities		130,465		3,078		158,405		7,483		288,870		10,561
Total temporarily impaired securities	$	499,432	$	14,891	$	268,015	$	12,196	$	767,447	$	27,087
December 31, 2017
Securities available for sale:
U.S. Government agencies and government sponsored enterprises	$	95,046	$	571	$	31,561	$	687	$	126,607	$	1,258
Mortgage-backed securities:
Federal National Mortgage Association		201,754		1,855		67,383		1,365		269,137		3,220
Federal Home Loan Mortgage Corporation		20,446		192		15,601		483		36,047		675
Government National Mortgage Association		2,432		—		880		12		3,312		12
Collateralized mortgage obligations:
Federal National Mortgage Association		—		—		119		1		119		1
Federal Home Loan Mortgage Corporation		—		—		8		—		8		—
Total mortgage-backed securities		224,632		2,047		83,991		1,861		308,623		3,908
Total available for sale securities		319,678		2,618		115,552		2,548		435,230		5,166

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(4.) INVESTMENT SECURITIES (Continued)

	Less than 12 months				12 months or longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
December 31, 2017 (continued)
Securities held to maturity:
State and political subdivisions		36,368		295		14,492		367		50,860		662
Mortgage-backed securities:
Federal National Mortgage Association		3,766		29		2,694		59		6,460		88
Federal Home Loan Mortgage Corporation		—		—		3,094		119		3,094		119
Government National Mortgage Association		17,327		136		9,184		194		26,511		330
Collateralized mortgage obligations:
Federal National Mortgage Association		16,830		202		57,645		1,756		74,475		1,958
Federal Home Loan Mortgage Corporation		23,727		337		66,467		1,828		90,194		2,165
Government National Mortgage Association		15,401		340		5,635		162		21,036		502
Total mortgage-backed securities		77,051		1,044		144,719		4,118		221,770		5,162
Total held to maturity securities		113,419		1,339		159,211		4,485		272,630		5,824
Total temporarily impaired securities	$	433,097	$	3,957	$	274,763	$	7,033	$	707,860	$	10,990

The total number of security positions in the investment portfolio in an unrealized loss position at June 30, 2018 was 563 compared to 411 at December 31, 2017. At June 30, 2018, the Company had positions in 187 investment securities with a fair value of $268.0 million and a total unrealized loss of $12.2 million that have been in a continuous unrealized loss position for more than 12 months. At June 30, 2018, there were a total of 376 securities positions in the Company’s investment portfolio with a fair value of $499.4 million and a total unrealized loss of $14.9 million that had been in a continuous unrealized loss position for less than 12 months. At December 31, 2017, the Company had positions in 172 investment securities with a fair value of $274.8 million and a total unrealized loss of $7.0 million that had been in a continuous unrealized loss position for more than 12 months. At December 31, 2017, there were a total of 239 securities positions in the Company’s investment portfolio with a fair value of $433.1 million and a total unrealized loss of $4.0 million that had been in a continuous unrealized loss position for less than 12 months. The unrealized loss on investment securities was predominantly caused by changes in market interest rates subsequent to purchase. The fair value of most of the investment securities in the Company’s portfolio fluctuates as market interest rates change.

The Company reviews investment securities on an ongoing basis for the presence of other than temporary impairment (“OTTI”) with formal reviews performed quarterly. When evaluating debt securities for OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intention to sell the debt security or whether it is more likely than not that it will be required to sell the debt security before its anticipated recovery. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information then available to management. There was no impairment recorded during the six months ended June 30, 2018 and 2017.

Based on management’s review and evaluation of the Company’s debt securities as of June 30, 2018, the debt securities with unrealized losses were not considered to be OTTI. As of June 30, 2018, the Company did not intend to sell any of the securities in a loss position and believes that it is not likely that it will be required to sell any such securities before the anticipated recovery of amortized cost. Accordingly, as of June 30, 2018, management has concluded that unrealized losses on its investment securities are temporary and no further impairment loss has been realized in the Company’s consolidated statements of income.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.) LOANS

The Company’s loan portfolio consisted of the following as of the dates indicated (in thousands):

	Principal Amount Outstanding		Net Deferred Loan (Fees) Costs			Loans, Net
June 30, 2018
Commercial business	$	506,265	$	756		$	507,021
Commercial mortgage		869,192		(2,143	)		867,049
Residential real estate loans		481,841		8,099			489,940
Residential real estate lines		110,319		2,968			113,287
Consumer indirect		874,718		31,519			906,237
Other consumer		16,508		170			16,678
Total	$	2,858,843	$	41,369			2,900,212
Allowance for loan losses							(33,955	)
Total loans, net						$	2,866,257
December 31, 2017
Commercial business	$	449,763	$	563		$	450,326
Commercial mortgage		810,851		(1,943	)		808,908
Residential real estate loans		457,761		7,522			465,283
Residential real estate lines		113,422		2,887			116,309
Consumer indirect		845,682		30,888			876,570
Other consumer		17,443		178			17,621
Total	$	2,694,922	$	40,095			2,735,017
Allowance for loan losses							(34,672	)
Total loans, net						$	2,700,345

Loans held for sale (not included above) were comprised entirely of residential real estate mortgages and totaled $2.0 million and $2.7 million as of June 30, 2018 and December 31, 2017, respectively.

Past Due Loans Aging

The Company’s recorded investment, by loan class, in current and nonaccrual loans, as well as an analysis of accruing delinquent loans is set forth as of the dates indicated (in thousands):

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Nonaccrual		Current		Total Loans
June 30, 2018
Commercial business	$	51	$	—	$	—	$	51	$	4,026	$	502,188	$	506,265
Commercial mortgage		387		—		—		387		2,151		866,654		869,192
Residential real estate loans		605		64		—		669		2,138		479,034		481,841
Residential real estate lines		79		107		—		186		288		109,845		110,319
Consumer indirect		1,869		492		—		2,361		1,124		871,233		874,718
Other consumer		58		18		4		80		—		16,428		16,508
Total loans, gross	$	3,049	$	681	$	4	$	3,734	$	9,727	$	2,845,382	$	2,858,843
December 31, 2017
Commercial business	$	64	$	36	$	—	$	100	$	5,344	$	444,319	$	449,763
Commercial mortgage		56		375		—		431		2,623		807,797		810,851
Residential real estate loans		1,908		56		—		1,964		2,252		453,545		457,761
Residential real estate lines		349		—		—		349		404		112,669		113,422
Consumer indirect		2,806		672		—		3,478		1,895		840,309		845,682
Other consumer		174		15		11		200		2		17,241		17,443
Total loans, gross	$	5,357	$	1,154	$	11	$	6,522	$	12,520	$	2,675,880	$	2,694,922

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.) LOANS (Continued)

There were no loans past due greater than 90 days and still accruing interest as of June 30, 2018 and December 31, 2017. There were $4 thousand and $11 thousand in consumer overdrafts which were past due greater than 90 days as of June 30, 2018 and December 31, 2017, respectively. Consumer overdrafts are overdrawn deposit accounts which have been reclassified as loans but by their terms do not accrue interest.

Troubled Debt Restructurings

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. Commercial loans modified in a TDR may involve temporary interest-only payments, term extensions, reducing the interest rate for the remaining term of the loan, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, collateral concessions, forgiveness of principal, forbearance agreements, or substituting or adding a new borrower or guarantor.

There were no loans modified as a TDR during the six months ended June 30, 2018 and 2017. There were no loans modified as a TDR within the previous 12 months that defaulted during the six months ended June 30, 2018 and 2017. For purposes of this disclosure, a loan modified as a TDR is considered to have defaulted when the borrower becomes 90 days past due.

Impaired Loans

Management has determined that specific commercial loans on nonaccrual status and all loans that have had their terms restructured in a troubled debt restructuring are impaired loans. The following table presents the recorded investment, unpaid principal balance and related allowance of impaired loans as of the dates indicated and average recorded investment and interest income recognized on impaired loans for the six months ended June 30, 2018 and twelve-month period ended December 31, 2017 (in thousands):

	Recorded Investment (1)		Unpaid Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
June 30, 2018
With no related allowance recorded:
Commercial business	$	1,174	$	1,639	$	—	$	1,347	$	—
Commercial mortgage		557		557		—		579		—
		1,731		2,196		—		1,926		—
With an allowance recorded:
Commercial business		2,990		2,990		1,226		3,397		—
Commercial mortgage		2,071		2,071		517		2,255		—
		5,061		5,061		1,743		5,652		—
	$	6,792	$	7,257	$	1,743	$	7,578	$	—
December 31, 2017
With no related allowance recorded:
Commercial business	$	1,635	$	2,370	$	—	$	853	$	—
Commercial mortgage		584		584		—		621		—
		2,219		2,954		—		1,474		—
With an allowance recorded:
Commercial business		3,853		3,853		2,056		4,468		—
Commercial mortgage		2,528		2,528		115		1,516		—
		6,381		6,381		2,171		5,984		—
	$	8,600	$	9,335	$	2,171	$	7,458	$	—

(1)	Difference between recorded investment and unpaid principal balance represents partial charge-offs.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.) LOANS (Continued)

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors such as the fair value of collateral. The Company analyzes commercial business and commercial mortgage loans individually by classifying the loans as to credit risk. Risk ratings are updated any time the situation warrants. The Company uses the following definitions for risk ratings:

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans that do not meet the criteria above that are analyzed individually as part of the process described above are considered “uncriticized” or pass-rated loans and are included in groups of homogeneous loans with similar risk and loss characteristics.

The following table sets forth the Company’s commercial loan portfolio, categorized by internally assigned asset classification, as of the dates indicated (in thousands):

	Commercial Business		Commercial Mortgage
June 30, 2018
Uncriticized	$	473,370	$	850,919
Special mention		21,413		10,457
Substandard		11,482		7,816
Doubtful		—		—
Total	$	506,265	$	869,192
December 31, 2017
Uncriticized	$	429,692	$	791,127
Special mention		7,120		12,185
Substandard		12,951		7,539
Doubtful		—		—
Total	$	449,763	$	810,851

The Company utilizes payment status as a means of identifying and reporting problem and potential problem retail loans. The Company considers nonaccrual loans and loans past due greater than 90 days and still accruing interest to be non-performing. The following table sets forth the Company’s retail loan portfolio, categorized by payment status, as of the dates indicated (in thousands):

	Residential Real Estate Loans		Residential Real Estate Lines		Consumer Indirect		Other Consumer
June 30, 2018
Performing	$	479,703	$	110,031	$	873,594	$	16,504
Non-performing		2,138		288		1,124		4
Total	$	481,841	$	110,319	$	874,718	$	16,508
December 31, 2017
Performing	$	455,509	$	113,018	$	843,787	$	17,430
Non-performing		2,252		404		1,895		13
Total	$	457,761	$	113,422	$	845,682	$	17,443

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.) LOANS (Continued)

Allowance for Loan Losses

Loans and the related allowance for loan losses are presented below as of the dates indicated (in thousands):

	Commercial Business		Commercial Mortgage		Residential Real Estate Loans		Residential Real Estate Lines		Consumer Indirect		Other Consumer		Total
June 30, 2018
Loans:
Ending balance	$	506,265	$	869,192	$	481,841	$	110,319	$	874,718	$	16,508	$	2,858,843
Evaluated for impairment:
Individually	$	4,164	$	2,628	$	—	$	—	$	—	$	—	$	6,792
Collectively	$	502,101	$	866,564	$	481,841	$	110,319	$	874,718	$	16,508	$	2,852,051
Allowance for loan losses:
Ending balance	$	14,242	$	5,371	$	1,255	$	248	$	12,520	$	319	$	33,955
Evaluated for impairment:
Individually	$	1,226	$	517	$	—	$	—	$	—	$	—	$	1,743
Collectively	$	13,016	$	4,854	$	1,255	$	248	$	12,520	$	319	$	32,212
June 30, 2017
Loans:
Ending balance	$	397,802	$	725,793	$	425,285	$	115,768	$	797,469	$	16,917	$	2,479,034
Evaluated for impairment:
Individually	$	7,258	$	2,164	$	—	$	—	$	—	$	—	$	9,422
Collectively	$	390,544	$	723,629	$	425,285	$	115,768	$	797,469	$	16,917	$	2,469,612
Allowance for loan losses:
Ending balance	$	14,622	$	3,906	$	1,247	$	232	$	12,833	$	319	$	33,159
Evaluated for impairment:
Individually	$	2,683	$	120	$	—	$	—	$	—	$	—	$	2,803
Collectively	$	11,939	$	3,786	$	1,247	$	232	$	12,833	$	319	$	30,356

The following table sets forth the changes in the allowance for loan losses for the three and six-month periods ended June 30, 2018 (in thousands):

	Commercial Business			Commercial Mortgage			Residential Real Estate Loans			Residential Real Estate Lines			Consumer Indirect			Other Consumer			Total
Three months ended June 30, 2018
Beginning balance	$	14,942		$	5,473		$	1,400		$	218		$	13,232		$	329		$	35,594
Charge-offs		(336	)		-			(10	)		(7	)		(2,621	)		(235	)		(3,209	)
Recoveries		77			1			63			12			1,304			73			1,530
Provision (credit)		(441	)		(103	)		(198	)		25			605			152			40
Ending balance	$	14,242		$	5,371		$	1,255		$	248		$	12,520		$	319		$	33,955
Six months ended June 30, 2018
Beginning balance	$	15,668		$	3,696		$	1,322		$	180		$	13,415		$	391		$	34,672
Charge-offs		(441	)		(4	)		(29	)		(101	)		(5,615	)		(668	)		(6,858	)
Recoveries		197			8			132			15			2,634			166			3,152
Provision (credit)		(1,182	)		1,671			(170	)		154			2,086			430			2,989
Ending balance	$	14,242		$	5,371		$	1,255		$	248		$	12,520		$	319		$	33,955

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(5.) LOANS (Continued)

The following table sets forth the changes in the allowance for loan losses for the three and six-month periods ended June 30, 2017 (in thousands):

	Commercial Business			Commercial Mortgage			Residential Real Estate Loans			Residential Real Estate Lines			Consumer Indirect			Other Consumer			Total
Three months ended June 30, 2017
Beginning balance	$	14,003		$	3,667		$	1,440		$	214		$	11,462		$	295		$	31,081
Charge-offs		(656	)		-			(86	)		-			(2,204	)		(187	)		(3,133	)
Recoveries		88			38			8			46			1,122			77			1,379
Provision (credit)		1,187			201			(115	)		(28	)		2,453			134			3,832
Ending balance	$	14,622		$	3,906		$	1,247		$	232		$	12,833		$	319		$	33,159
Six months ended June 30, 2017
Beginning balance	$	7,225		$	10,315		$	1,478		$	303		$	11,311		$	302		$	30,934
Charge-offs		(1,778	)		(10	)		(100	)		(43	)		(5,013	)		(390	)		(7,334	)
Recoveries		246			252			48			56			2,173			171			2,946
Provision (credit)		8,929			(6,651	)		(179	)		(84	)		4,362			236			6,613
Ending balance	$	14,622		$	3,906		$	1,247		$	232		$	12,833		$	319		$	33,159

Risk Characteristics

Commercial business loans primarily consist of loans to small to mid-sized businesses in our market area in a diverse range of industries. These loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Commercial mortgage loans generally have larger balances and involve a greater degree of risk than residential mortgage loans, potentially resulting in higher potential losses on an individual customer basis. Loan repayment is often dependent on the successful operation and management of the properties, as well as on the collateral securing the loan. Economic events or conditions in the real estate market could have an adverse impact on the cash flows generated by properties securing the Company’s commercial real estate loans and on the value of such properties.

Residential real estate loans (comprised of conventional mortgages and home equity loans) and residential real estate lines (comprised of home equity lines) are generally made based on the borrower’s ability to make repayment from his or her employment and other income, but are secured by real property whose value tends to be more easily ascertainable. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral.

Consumer indirect and other consumer loans may entail greater credit risk than residential mortgage loans and home equities, particularly in the case of other consumer loans which are unsecured or, in the case of indirect consumer loans, secured by depreciable assets, such as automobiles or boats. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances such as job loss, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(6.) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill totaled $68.4 million and $65.8 million as of June 30, 2018 and December 31, 2017. The Company performs a goodwill impairment test on an annual basis as of October 1st or more frequently if events and circumstances warrant.

	Banking		Non-Banking		Total
Balance, December 31, 2017	$	48,536	$	17,304	$	65,840
Acquisition		—		2,572		2,572
Balance, June 30, 2018	$	48,536	$	19,876	$	68,412

Goodwill and other intangible assets added during the period relates to the acquisition of HNP Capital, which was completed on June 1, 2018. See Note 2 – Business Combinations for additional information.

Other Intangible Assets

The Company has other intangible assets that are amortized, consisting of core deposit intangibles and other intangibles (primarily related to customer relationships). Gross carrying amount, accumulated amortization and net book value, were as follows (in thousands):

	June 30,			December 31,
	2018			2017
Other intangibles assets:
Gross carrying amount	$	15,926		$	13,420
Accumulated amortization		(5,150	)		(4,557	)
Net book value	$	10,776		$	8,863

Amortization expense for total other intangible assets was $305 thousand and $593 thousand for the three and six months ended June 30, 2018, and $291 thousand and $588 thousand for the three and six months ended June 30, 2017, respectively. As of June 30, 2018, the estimated amortization expense of other intangible assets for the remainder of 2018 and each of the next five years is as follows (in thousands):

2018 (remainder of year)	$	664
2019		1,250
2020		1,134
2021		1,014
2022		923
2023		852

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(7.) DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities, and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. During 2018, such derivatives were used to hedge the variable cash flows associated with short-term borrowings.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s borrowings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company’s cash flow hedge derivatives did not have any hedge ineffectiveness recognized in earnings during the three and six months ended June 30, 2018 and 2017. During the next twelve months, the Company estimates that an additional $54 thousand will be reclassified as an increase to interest expense.

Interest Rate Swaps

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. These interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain one or more of the following provisions: (a) if the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, the Company could also be declared in default on its derivative obligations, and (b) if the Company fails to maintain its status as a well-capitalized institution, the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(7.) DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES (Continued)

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the notional amounts, respective fair values of the Company’s derivative financial instruments, as well as their classification on the balance sheet as of June 30, 2018 and December 31, 2017 (in thousands):

					Asset derivatives					Liability derivatives
	Gross notional amount				Balance	Fair value				Balance	Fair value
	June 30, 2018		Dec. 31, 2017		sheet line item	June 30, 2018		Dec. 31, 2017		sheet line item	June 30, 2018		Dec. 31, 2017
Derivatives designated as hedging instruments
Cash flow hedges	$	100,000	$	—	Other assets	$	1,201	$	—	Other liabilities	$	—	$	—
Total derivatives	$	100,000	$	—		$	1,201	$	—		$	—	$	—
Derivatives not designated as hedging instruments
Interest rate swaps	$	6,440	$	—	Other assets	$	105	$	—	Other liabilities	$	139	$	—
Credit contracts		34,811		12,282	Other assets		—		—	Other liabilities		13		4
Total derivatives	$	41,251	$	12,282		$	105	$	—		$	152	$	4

Effect of Derivative Instruments on the Income Statement

The table below presents the effect of the Company’s derivative financial instruments on the income statement for the three and six months ended June 30, 2018 and 2017 (in thousands):

		Gain (loss) recognized in income				Gain (loss) recognized in income
	Line item of gain (loss)	Three months ended June 30,				Six months ended June 30,
Undesignated derivatives	recognized in income	2018		2017		2018		2017
Interest rate swaps	Net gain on derivative instruments	$	70	$	—	$	70	$	—
Credit contracts	Net gain on derivative instruments		8		—		182		—
Total undesignated		$	78	$	—	$	252	$	—

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(8.) SHAREHOLDERS’ EQUITY

Common Stock

The changes in shares of common stock were as follows for the six months ended June 30, 2018 and 2017:

	Outstanding			Treasury			Issued
June 30, 2018
Shares at December 31, 2017		15,924,938			131,240			16,056,178
Restricted stock awards issued		7,370			(7,370	)		—
Restricted stock awards forfeited		(23,901	)		23,901			—
Stock options exercised		16,650			(16,650	)		—
Stock awards		2,724			(2,724	)		—
Treasury stock purchases		(3,622	)		3,622			—
Shares at June 30, 2018		15,924,159			132,019			16,056,178
June 30, 2017
Shares at December 31, 2016		14,537,597			154,617			14,692,214
Common stock issued for "at-the-market" equity offering		571,597			—			571,597
Restricted stock awards issued		8,510			(8,510	)		—
Restricted stock awards forfeited		(10,359	)		10,359			—
Stock options exercised		19,520			(19,520	)		—
Stock awards		3,914			(3,914	)		—
Treasury stock purchases		(4,323	)		4,323			—
Shares at June 30, 2017		15,126,456			137,355			15,263,811

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(9.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the components of other comprehensive income (loss) for the three and six months ended June 30, 2018 and 2017 (in thousands):

	Pre-tax Amount			Tax Effect			Net-of-tax Amount
Three months ended June 30, 2018
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	(3,414	)	$	(860	)	$	(2,554	)
Reclassification adjustment for net gains included in net income ⁽¹⁾		90			23			67
Total securities available for sale and transferred securities		(3,324	)		(837	)		(2,487	)
Hedging derivative instruments:
Change in unrealized gain/loss during the period		303			76			227
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(18	)		(5	)		(13	)
Amortization of net actuarial loss included in income		188			48			140
Total pension and post-retirement obligations		170			43			127
Other comprehensive loss	$	(2,851	)	$	(718	)	$	(2,133	)
Six months ended June 30, 2018
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	(11,879	)	$	(2,994	)	$	(8,885	)
Reclassification adjustment for net gains included in net income ⁽¹⁾		172			44			128
Total securities available for sale and transferred securities		(11,707	)		(2,950	)		(8,757	)
Hedging derivative instruments:
Change in unrealized gain/loss during the period		164			41			123
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(36	)		(10	)		(26	)
Amortization of net actuarial loss included in income		375			95			280
Total pension and post-retirement obligations		339			85			254
Other comprehensive loss	$	(11,204	)	$	(2,824	)	$	(8,380	)

(1)

Includes amounts related to the amortization/accretion of unrealized net gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(9.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

	Pre-tax Amount			Tax Effect			Net-of-tax Amount
Three months ended June 30, 2017
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	2,988		$	1,154		$	1,834
Reclassification adjustment for net gains included in net income ⁽¹⁾		(184	)		(72	)		(112	)
Total securities available for sale and transferred securities		2,804			1,082			1,722
Hedging derivative instruments:
Change in unrealized gain/loss during the period		—			—			—
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(13	)		(6	)		(7	)
Amortization of net actuarial loss included in income		291			113			178
Total pension and post-retirement obligations		278			107			171
Other comprehensive income	$	3,082		$	1,189		$	1,893
Six months ended June 30, 2017
Securities available for sale and transferred securities:
Change in unrealized gain/loss during the period	$	4,158		$	1,605		$	2,553
Reclassification adjustment for net gains included in net income ⁽¹⁾		(387	)		(150	)		(237	)
Total securities available for sale and transferred securities		3,771			1,455			2,316
Hedging derivative instruments:
Change in unrealized gain/loss during the period		—			—			—
Pension and post-retirement obligations:
Amortization of prior service credit included in income		(26	)		(10	)		(16	)
Amortization of net actuarial loss included in income		583			225			358
Total pension and post-retirement obligations		557			215			342
Other comprehensive income	$	4,328		$	1,670		$	2,658

(1)

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(9.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

Activity in accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2018 and 2017 was as follows (in thousands):

	Hedging Derivative Instruments			Securities Available for Sale and Transferred Securities			Pension and Post- retirement Obligations			Accumulated Other Comprehensive Income (Loss)
Three months ended June 30, 2018
Balance at beginning of period	$	(104	)	$	(9,545	)	$	(8,514	)	$	(18,163	)
Other comprehensive income (loss) before reclassifications		227			(2,554	)		—			(2,327	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			67			127			194
Net current period other comprehensive income (loss)		227			(2,487	)		127			(2,133	)
Balance at end of period	$	123		$	(12,032	)	$	(8,387	)	$	(20,296	)
Six months ended June 30, 2018
Balance at beginning of period	$	—		$	(3,275	)	$	(8,641	)	$	(11,916	)
Other comprehensive income (loss) before reclassifications		123			(8,885	)		—			(8,762	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			128			254			382
Net current period other comprehensive income (loss)		123			(8,757	)		254			(8,380	)
Balance at end of period	$	123		$	(12,032	)	$	(8,387	)	$	(20,296	)
Three months ended June 30, 2017
Balance at beginning of period	$	—		$	(3,135	)	$	(10,051	)	$	(13,186	)
Other comprehensive income (loss) before reclassifications		—			1,834			—			1,834
Amounts reclassified from accumulated other comprehensive income (loss)		—			(112	)		171			59
Net current period other comprehensive income (loss)		—			1,722			171			1,893
Balance at end of period	$	—		$	(1,413	)	$	(9,880	)	$	(11,293	)
Six months ended June 30, 2017
Balance at beginning of period	$	—		$	(3,729	)	$	(10,222	)	$	(13,951	)
Other comprehensive income (loss) before reclassifications		—			2,553			—			2,553
Amounts reclassified from accumulated other comprehensive income (loss)		—			(237	)		342			105
Net current period other comprehensive income (loss)		—			2,316			342			2,658
Balance at end of period	$	—		$	(1,413	)	$	(9,880	)	$	(11,293	)

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(9.) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Continued)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2018 and 2017 (in thousands):

Details About Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)						Affected Line Item in the Consolidated Statement of Income
	Three months ended
	June 30,
	2018			2017
Realized gain on sale of investment securities	$	7		$	210		Net gain on investment securities
Amortization of unrealized holding gains (losses) on investment securities transferred from available for sale to held to maturity		(97	)		(26	)	Interest income
		(90	)		184		Total before tax
		23			(72	)	Income tax benefit (expense)
		(67	)		112		Net of tax
Amortization of pension and post-retirement items:
Prior service credit ⁽¹⁾		18			13		Salaries and employee benefits
Net actuarial losses ⁽¹⁾		(188	)		(291	)	Salaries and employee benefits
		(170	)		(278	)	Total before tax
		43			107		Income tax benefit
		(127	)		(171	)	Net of tax
Total reclassified for the period	$	(194	)	$	(59	)

	Six months ended
	June 30,
	2018			2017
Realized gain on sale of investment securities	$	7		$	416		Net gain on investment securities
Amortization of unrealized holding gains (losses) on investment securities transferred from available for sale to held to maturity		(179	)		(29	)	Interest income
		(172	)		387		Total before tax
		44			(150	)	Income tax benefit (expense)
		(128	)		237		Net of tax
Amortization of pension and post-retirement items:
Prior service credit ⁽¹⁾		36			26		Salaries and employee benefits
Net actuarial losses ⁽¹⁾		(375	)		(583	)	Salaries and employee benefits
		(339	)		(557	)	Total before tax
		85			215		Income tax benefit
		(254	)		(342	)	Net of tax
Total reclassified for the period	$	(382	)	$	(105	)

(1)	These items are included in the computation of net periodic pension expense. See Note 11 – Employee Benefit Plans for additional information.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(10.) SHARE-BASED COMPENSATION PLANS

The Company maintains certain stock-based compensation plans, approved by the Company’s shareholders that are administered by the Management Development and Compensation Committee (the “MD&C Committee”) of the Board. The share-based compensation plans were established to allow for the grant of compensation awards to attract, motivate and retain employees, executive officers and non-employee directors who contribute to the long-term growth and profitability of the Company and to give such persons a proprietary interest in the Company, thereby enhancing their personal interest in the Company’s success.

The MD&C Committee approved the grant of restricted stock units (“RSUs”) and performance share units (“PSUs”) shown in the table below to certain members of management during the six months ended June 30, 2018.

Number of

Underlying

Weighted

Average

Per Share

Grant Date

Fair Value

RSUs

29,905

28.38

PSUs

14,855

27.25

The grant-date fair value for the RSUs granted during the six months ended June 30, 2018 is equal to the closing market price of our common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

The number of PSUs that ultimately vest is contingent on achieving specified total shareholder return (“TSR”) targets relative to the SNL Small Cap Bank & Thrift Index, a market index the MD&C Committee has selected as a peer group for this purpose. The shares will be earned based on the Company’s achievement of a relative TSR performance requirement, on a percentile basis, compared to the SNL Small Cap Bank & Thrift Index over a three-year performance period ended December 31, 2020. The shares earned based on the achievement of the TSR performance requirement, if any, will vest on February 27, 2021 assuming the recipient’s continuous service to the Company.

The grant-date fair value of the PSUs granted during the six months ended June 30, 2018 was determined using the Monte Carlo simulation model on the date of grant, assuming the following (i) expected term of 2.84 years, (ii) risk free interest rate of 2.39%, (iii) expected dividend yield of 2.83% and (iv) expected stock price volatility over the expected term of the TSR award of 21.2%. The Monte Carlo simulation model is a risk analysis method that selects a random value from a range of estimates.

During the six months ended June 30, 2018, the company issued a total of 2,724 shares of common stock in-lieu of cash for the annual retainer of five non-employee directors and granted a total of 7,370 restricted shares of common stock to non-employee directors, of which 3,690 shares vested immediately and 3,680 shares will vest after completion of a one-year service requirement. The market price of the stock and restricted stock on the date of grant was $33.90.

The following is a summary of restricted stock awards and restricted stock units activity for the six months ended June 30, 2018:

	Number of Shares			Weighted Average Market Price at Grant Date
Outstanding at beginning of year		130,586		$	24.32
Granted		52,130			28.84
Vested		(23,836	)		25.74
Forfeited		(24,701	)		11.22
Outstanding at end of period		134,179		$	28.24

At June 30, 2018, there was $2.3 million of unrecognized compensation expense related to unvested restricted stock awards and restricted stock units that is expected to be recognized over a weighted average period of 2.0 years.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(10.) SHARE-BASED COMPENSATION PLANS (Continued)

The Company uses the Black-Scholes valuation method to estimate the fair value of its stock option awards. There were no stock options awarded during the first six months of 2018 or 2017. There was no unrecognized compensation expense related to unvested stock options as of June 30, 2018. The following is a summary of stock option activity for the six months ended June 30, 2018 (dollars in thousands, except per share amounts):

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at beginning of year		22,199		$	18.40
Exercised		(16,650	)		18.50
Expired		(3,999	)		19.00
Outstanding and exercisable at end of period		1,550		$	15.85		0.0	$	26

The aggregate intrinsic value (the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant) of option exercises for the six months ended June 30, 2018 and 2017 was $222 thousand and $277 thousand, respectively. The total cash received as a result of option exercises under stock compensation plans for the six months ended June 30, 2018 and 2017 was $309 thousand and $379 thousand, respectively.

The Company amortizes the expense related to stock-based compensation awards over the vesting period. Share-based compensation expense is recorded as a component of salaries and employee benefits in the consolidated statements of income for awards granted to management and as a component of other noninterest expense for awards granted to directors. The share-based compensation expense included in the consolidated statements of income, is as follows (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Salaries and employee benefits	$	298	$	221	$	566	$	428
Other noninterest expense		159		145		193		177
Total share-based compensation expense	$	457	$	366	$	759	$	605

(11.) EMPLOYEE BENEFIT PLANS

The components of the Company’s net periodic benefit expense for its pension and post-retirement obligations were as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Service cost	$	837		$	785		$	1,673		$	1,570
Interest cost on projected benefit obligation		597			614			1,195			1,227
Expected return on plan assets		(1,321	)		(1,194	)		(2,642	)		(2,388	)
Amortization of unrecognized prior service credit		(18	)		(13	)		(36	)		(26	)
Amortization of unrecognized net actuarial loss		188			291			375			583
Net periodic benefit expense	$	283		$	483		$	565		$	966

The net periodic benefit expense is recorded as a component of salaries and employee benefits in the consolidated statements of income. The Company’s funding policy is to contribute, at a minimum, an actuarially determined amount that will satisfy the minimum funding requirements determined under the appropriate sections of the Internal Revenue Code. The Company has no minimum required contribution for the 2018 fiscal year.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(12.) COMMITMENTS AND CONTINGENCIES

The Company has financial instruments with off-balance sheet risk established in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk extending beyond amounts recognized in the financial statements.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is essentially the same as that involved with extending loans to customers. The Company uses the same credit underwriting policies in making commitments and conditional obligations as for on-balance sheet instruments.

Off-balance sheet commitments consist of the following (in thousands):

June 30,

2018

December 31,

2017

Commitments to extend credit

732,999

661,021

Standby letters of credit

13,171

12,181

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. Commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers.

The Company also extends rate lock agreements to borrowers related to the origination of residential mortgage loans. To mitigate the interest rate risk inherent in these rate lock agreements when the Company intends to sell the related loan, once originated, as well as closed residential mortgage loans held for sale, the Company enters into forward commitments to sell individual residential mortgages. Rate lock agreements and forward commitments are considered derivatives and are recorded at fair value. Forward sales commitments totaled $8.7 million and $566 thousand at June 30, 2018 and December 31, 2017, respectively. The net change in the fair values of these derivatives was recognized as other noninterest income or other noninterest expense in the consolidated statements of income.

(13.) FAIR VALUE MEASUREMENTS

Determination of Fair Value – Assets Measured at Fair Value on a Recurring and Nonrecurring Basis

Valuation Hierarchy

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820, “Fair Value Measurements and Disclosures,” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. There have been no changes in the valuation techniques used during the current period. The fair value hierarchy is as follows:

•

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

•

Level 3 - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Transfers between levels of the fair value hierarchy are recorded as of the end of the reporting period.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.) FAIR VALUE MEASUREMENTS (Continued)

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Securities available for sale: Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Derivative instruments: The fair value of derivative instruments is determined using quoted secondary market prices for similar financial instruments and are classified as Level 2 in the fair value hierarchy.

Loans held for sale: The fair value of loans held for sale is determined using quoted secondary market prices and investor commitments. Loans held for sale are classified as Level 2 in the fair value hierarchy.

Collateral dependent impaired loans: Fair value of impaired loans with specific allocations of the allowance for loan losses is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable and collateral value is determined based on appraisals performed by qualified licensed appraisers hired by the Company. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Loan servicing rights: Loan servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of loan servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The assumptions used in the discounted cash flow model are those that we believe market participants would use in estimating future net servicing income, including estimates of loan prepayment rates, servicing costs, ancillary income, impound account balances, and discount rates. The significant unobservable inputs used in the fair value measurement of the Company’s loan servicing rights are the constant prepayment rates and weighted average discount rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the constant prepayment rate and the discount rate are not directly interrelated, they will generally move in opposite directions. Loan servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

Other real estate owned (Foreclosed assets): Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. The appraisals are sometimes further discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Such discounts are typically significant and result in a Level 3 classification of the inputs for determining fair value. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Commitments to extend credit and letters of credit: Commitments to extend credit and fund letters of credit are principally at current interest rates, and, therefore, the carrying amount approximates fair value. The fair value of commitments is not material.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.) FAIR VALUE MEASUREMENTS (Continued)

Assets Measured at Fair Value

The following tables present for each of the fair-value hierarchy levels the Company’s assets that are measured at fair value on a recurring and non-recurring basis as of the dates indicated (in thousands).

	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
June 30, 2018
Measured on a recurring basis:
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	—	$	157,526		$	—	$	157,526
Mortgage-backed securities		—		334,702			—		334,702
Other assets:
Hedging derivative instruments		—		1,201			—		1,201
Fair value adjusted through comprehensive income	$	—	$	493,429		$	—	$	493,429
Other assets:
Derivative instruments - interest rate products	$	—	$	105		$	—	$	105
Other liabilities:
Derivative instruments - credit contracts		—		(13	)		—		(13	)
Derivative instruments - interest rate products		—		(139	)		—		(139	)
Fair value adjusted through net income	$	—	$	(47	)	$	—	$	(47	)
Measured on a nonrecurring basis:
Loans:
Loans held for sale	$	—	$	2,014		$	—	$	2,014
Collateral dependent impaired loans		—		—			5,049		5,049
Other assets:
Loan servicing rights		—		—			968		968
Other real estate owned		—		—			299		299
	$	—	$	2,014		$	6,316	$	8,330
December 31, 2017
Measured on a recurring basis:
Securities available for sale:
U.S. Government agency and government sponsored enterprises	$	—	$	161,889		$	—	$	161,889
Mortgage-backed securities		—		363,084			—		363,084
Fair value adjusted through comprehensive income	$	—	$	524,973		$	—	$	524,973
Other liabilities:
Derivative instruments - credit contracts	$	—	$	4		$	—	$	4
Fair value adjusted through net income	$	—	$	4		$	—	$	4
Measured on a nonrecurring basis:
Loans:
Loans held for sale	$	—	$	2,718		$	—	$	2,718
Collateral dependent impaired loans		—		—			3,847		3,847
Other assets:
Loan servicing rights		—		—			990		990
Other real estate owned		—		—			148		148
	$	—	$	2,718		$	4,985	$	7,703

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.) FAIR VALUE MEASUREMENTS (Continued)

There were no transfers between Levels 1 and 2 during the six months ended June 30, 2018 and 2017. There were no liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2018 and 2017.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands).

Asset	Fair Value		Valuation Technique	Unobservable Input	Unobservable Input Value or Range
Collateral dependent impaired loans	$	5,049	Appraisal of collateral ⁽¹⁾	Appraisal adjustments ⁽²⁾	25% - 50% discount
Loan servicing rights		968	Discounted cash flow	Discount rate	10.3% ⁽³⁾
				Constant prepayment rate	13.1% ⁽³⁾
Other real estate owned		299	Appraisal of collateral ⁽¹⁾	Appraisal adjustments ⁽²⁾	22% - 43% discount

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

(3)	Weighted averages.

Changes in Level 3 Fair Value Measurements

There were no assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of or during the six months ended June 30, 2018.

Disclosures about Fair Value of Financial Instruments

The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.

Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position based on the fair value information of financial instruments presented below.

The estimated fair value approximates carrying value for cash and cash equivalents, Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stock, accrued interest receivable, non-maturity deposits, short-term borrowings and accrued interest payable.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(13.) FAIR VALUE MEASUREMENTS (Continued)

The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value measurement hierarchy of the Company’s financial instruments as of the dates indicated.

	Level in	June 30, 2018				December 31, 2017
	Fair Value			Estimated				Estimated
	Measurement	Carrying		Fair		Carrying		Fair
	Hierarchy	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	Level 1	$	89,094	$	89,094	$	99,195	$	99,195
Securities available for sale	Level 2		492,228		492,228		524,973		524,973
Securities held to maturity	Level 2		474,803		465,542		516,466		512,983
Loans held for sale	Level 2		2,014		2,014		2,718		2,718
Loans	Level 2		2,861,208		2,807,693		2,696,498		2,660,936
Loans (1)	Level 3		5,049		5,049		3,847		3,847
Accrued interest receivable	Level 1		10,783		10,783		10,776		10,776
FHLB and FRB stock	Level 2		28,346		28,346		27,730		27,730
Derivative instruments – cash flow hedge	Level 2		1,201		1,201		—		—
Derivative instruments – interest rate products	Level 2		105		105		—		—
Financial liabilities:
Non-maturity deposits	Level 1		2,390,163		2,390,163		2,358,018		2,358,018
Time deposits	Level 2		872,004		865,363		852,156		848,055
Short-term borrowings	Level 1		472,800		472,800		446,200		446,200
Long-term borrowings	Level 2		39,167		39,787		39,131		41,485
Accrued interest payable	Level 1		7,409		7,409		8,038		8,038
Derivative instruments – credit contracts	Level 2		13		13		4		4
Derivative instruments – interest rate products	Level 2		139		139		—		—

(1)	Comprised of collateral dependent impaired loans.

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(14.) SEGMENT REPORTING

The Company has two reportable segments: Banking and Non-Banking. These reportable segments have been identified and organized based on the nature of the underlying products and services applicable to each segment, the type of customers to whom those products and services are offered and the distribution channel through which those products and services are made available.

The Banking segment includes all of the Company’s retail and commercial banking operations. The Non-Banking segment includes the activities of SDN, a full-service insurance agency that provides a broad range of insurance services to both personal and business clients, and Courier Capital and HNP Capital, our investment advisor and wealth management firms that provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans. Holding company amounts are the primary differences between segment amounts and consolidated totals and are reflected in the Holding Company and Other column below, along with amounts to eliminate balances and transactions between segments.

The following tables present information regarding our business segments as of and for the periods indicated (in thousands).

	Banking		Non-Banking		Holding Company and Other		Consolidated Totals
June 30, 2018
Goodwill	$	48,536	$	19,876	$	—	$	68,412
Other intangible assets, net		288		10,488		—		10,776
Total assets		4,150,789		35,907		4,619		4,191,315
December 31, 2017
Goodwill	$	48,536	$	17,304	$	—	$	65,840
Other intangible assets, net		373		8,490		—		8,863
Total assets		4,069,086		31,466		4,658		4,105,210

	Banking			Non-Banking (1)			Holding Company and Other			Consolidated Totals
Three months ended June 30, 2018
Net interest income (expense)	$	30,703		$	—		$	(618	)	$	30,085
Provision for loan losses		(40	)		—			—			(40	)
Noninterest income		6,301			2,385			(137	)		8,549
Noninterest expense		(20,177	)		(2,150	)		(1,118	)		(23,445	)
Income (loss) before income taxes		16,787			235			(1,873	)		15,149
Income tax (expense) benefit		(3,504	)		(59	)		584			(2,979	)
Net income (loss)	$	13,283		$	176		$	(1,289	)	$	12,170
Six months ended June 30, 2018
Net interest income (expense)	$	60,949		$	—		$	(1,236	)	$	59,713
Provision for loan losses		(2,989	)		—			—			(2,989	)
Noninterest income		12,805			5,009			(281	)		17,533
Noninterest expense		(40,660	)		(4,815	)		(2,077	)		(47,552	)
Income (loss) before income taxes		30,105			194			(3,594	)		26,705
Income tax (expense) benefit		(6,136	)		(51	)		940			(5,247	)
Net income (loss)	$	23,969		$	143		$	(2,654	)	$	21,458

(1)

Reflects activity from the acquisition of HNP Capital since June 1, 2018 (the date of acquisition) and the assets of Robshaw & Julian since August 31, 2017 (the date of acquisition).

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FINANCIAL INSTITUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

(14.) SEGMENT REPORTING (Continued)

	Banking			Non-Banking			Holding Company and Other			Consolidated Totals
Three months ended June 30, 2017
Net interest income (expense)	$	28,039		$	—		$	(617	)	$	27,422
Provision for loan losses		(3,832	)		—			—			(3,832	)
Noninterest income		6,215			2,040			1,078			9,333
Noninterest expense		(19,840	)		(3,428	)		(673	)		(23,941	)
Income (loss) before income taxes		10,582			(1,388	)		(212	)		8,982
Income tax (expense) benefit		(3,048	)		(74	)		386			(2,736	)
Net income (loss)	$	7,534		$	(1,462	)	$	174		$	6,246
Six months ended June 30, 2017
Net interest income (expense)	$	55,652		$	—		$	(1,235	)	$	54,417
Provision for loan losses		(6,613	)		—			—			(6,613	)
Noninterest income		11,793			4,445			931			17,169
Noninterest expense		(38,324	)		(5,262	)		(1,297	)		(44,883	)
Income (loss) before income taxes		22,508			(817	)		(1,601	)		20,090
Income tax (expense) benefit		(6,621	)		(296	)		1,016			(5,901	)
Net income (loss)	$	15,887		$	(1,113	)	$	(585	)	$	14,189

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ITEM 2. Management’s Di scussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2017. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

FORWARD LOOKING INFORMATION

Statements and financial analysis contained in this Quarterly Report on Form 10-Q that are based on other than historical data are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

•

statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Financial Institutions, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company,” “we,” “our” or “us”); and

•

statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we refer to as the Form 10-K, including, but not limited to, those presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. Factors that might cause such material differences include, but are not limited to:

•

If we experience greater credit losses than anticipated, earnings may be adversely impacted;

•

Our tax strategies and the value of our deferred tax assets and liabilities could adversely affect our operating results and regulatory capital ratios;

•

Geographic concentration may unfavorably impact our operations;

•

We depend on the accuracy and completeness of information about or from customers and counterparties;

•

Our insurance brokerage subsidiary, Scott Danahy Naylon, LLC (“SDN”), is subject to risk related to the insurance industry;

•

Our investment advisory and wealth management operations are subject to risk related to the financial services industry;

•

We may be unable to successfully implement our growth strategies, including the integration and successful management of newly-acquired businesses;

•

We are subject to environmental liability risk associated with our lending activities;

•

Our commercial business and mortgage loans increase our exposure to credit risks;

•

Our indirect lending involves risk elements in addition to normal credit risk;

•

We accept deposits that do not have a fixed term and which may be withdrawn by the customer at any time for any reason;

•

Any future FDIC insurance premium increases may adversely affect our earnings;

•

We are highly regulated and any adverse regulatory action may result in additional costs, loss of business opportunities, and reputational damage;

•

We make certain assumptions and estimates in preparing our financial statements that may prove to be incorrect, which could significantly impact our results of operations, cash flows and financial condition, and we are subject to new or changing accounting rules and interpretations, and the failure by us to correctly interpret or apply these evolving rules and interpretations could have a material adverse effect;

•

Legal and regulatory proceedings and related matters could adversely affect us;

•

A breach in security of our or third-party information systems, including the occurrence of a cyber incident or a deficiency in cybersecurity, or a failure by us to comply with New York State cybersecurity regulations, may subject us to liability, result in a loss of customer business or damage our brand image;

•

We face competition in staying current with technological changes to compete and meet customer demands;

•

We rely on other companies to provide key components of our business infrastructure;

•

We use financial models for business planning purposes that may not adequately predict future results;

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•

We may not be able to attract and retain skilled people;

•

Acquisitions may disrupt our business and dilute shareholder value;

•

We are subject to interest rate risk;

•

Our business may be adversely affected by conditions in the financial markets and economic conditions generally;

•

The policies of the Federal Reserve have a significant impact on our earnings;

•

The soundness of other financial institutions could adversely affect us;

•

The value of our goodwill and other intangible assets may decline in the future;

•

We operate in a highly competitive industry and market area;

•

Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business;

•

Liquidity is essential to our businesses;

•

We may need to raise additional capital in the future and such capital may not be available on acceptable terms or at all;

•

We rely on dividends from our subsidiaries for most of our revenue;

•

We may not pay or may reduce the dividends on our common stock;

•

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could dilute our current shareholders or negatively affect the value of our common stock;

•

Our certificate of incorporation, our bylaws, and certain banking laws may have an anti-takeover effect; and

•

The market price of our common stock may fluctuate significantly in response to a number of factors.

We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including those described above, could affect our financial performance and could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected. See also Item 1A, Risk Factors in the Form 10-K for further information. Except as required by law, we do not undertake, and specifically disclaim any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

GENERAL

The Parent is a financial holding company headquartered in New York State, providing diversified financial services through its subsidiaries, Five Star Bank (the “Bank”), SDN, Courier Capital, LLC (“Courier Capital”) and HNP Capital, LLC (“HNP Capital”). The Company offers a broad array of deposit, lending and other financial services to individuals, municipalities and businesses in Western and Central New York through its wholly-owned New York chartered banking subsidiary, the Bank. Our indirect lending network includes relationships with franchised automobile dealers in Western and Central New York, the Capital District of New York and Northern and Central Pennsylvania. SDN provides a broad range of insurance services to personal and business clients across 45 states. Courier Capital and HNP Capital provide customized investment management, investment consulting and retirement plan services to individuals, businesses, institutions, foundations and retirement plans.

Our primary sources of revenue are net interest income (interest earned on our loans and securities, net of interest paid on deposits and other funding sources) and noninterest income, particularly fees and other revenue from insurance, investment advisory and financial services provided to customers or ancillary services tied to loans and deposits. Business volumes and pricing drive revenue potential, and tend to be influenced by overall economic factors, including market interest rates, business spending, consumer confidence, economic growth, and competitive conditions within the marketplace. We are not able to predict market interest rate fluctuations with certainty and our asset/liability management strategy may not prevent interest rate changes from having a material adverse effect on our results of operations and financial condition.

Our business strategy has been to maintain a community bank philosophy, which consists of focusing on and understanding the individualized banking and other financial needs of individuals, municipalities and businesses of the local communities surrounding our primary service area. We believe this focus allows us to be more responsive to our customers’ needs and provide a high level of personal service that differentiates us from larger competitors, resulting in long-standing and broad-based banking relationships. Our core customers are primarily small- to medium-sized businesses, individuals and community organizations who prefer to build banking, insurance and wealth management relationships with a community bank that combines high quality, competitively-priced products and services with personalized service. Because of our identity and origin as a locally operated bank, we believe that our level of personal service provides a competitive advantage over larger banks, which tend to consolidate decision-making authority outside local communities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

A key aspect of our current business strategy is to foster a community-oriented culture where our customers and employees establish long-standing and mutually beneficial relationships . We believe that we are well-positioned to be a strong competitor within our market area because of our focus on community banking needs and customer service, our comprehensive suite of deposit, loan, insurance and wealth management products typically fou nd at larger banks, our highly experienced management team and our strategically located banking centers. We believe that the foregoing factors all help to grow our core deposits, which supports a central element of our business strategy - the growth of a diversified and high-quality loan portfolio.

EXECUTIVE OVERVIEW

Summary of 2018 Second Quarter Results

Net income increased $5.9 million, or 95%, to $12.2 million for the second quarter of 2018 compared to $6.2 million for the second quarter of 2017. Net income available to common shareholders for the second quarter of 2018 was $11.8 million, or $0.74 per diluted share, compared with $5.9 million, or $0.40 per diluted share, for the second quarter of last year. Return on average common equity was 12.90% and return on average assets was 1.18% for the second quarter of 2018 compared to 7.38% and 0.65%, respectively, for the second quarter of 2017.

Net interest income totaled $30.1 million in the second quarter of 2018, up from $27.4 million in the second quarter of 2017 and the increase was driven by growth in interest-earning assets. Average interest-earning assets were up $292.5 million, led by a $381.9 million increase in average loans in the second quarter of 2018 compared to the same quarter in 2017. The growth in interest-earning assets was partially offset by a lower net interest margin. Second quarter of 2018 net interest margin was 3.17%, a decrease of one basis point from 3.18% reported in the second quarter of 2017, however the majority of the reduction in net interest margin was attributed to the lower tax-equivalent adjustment on tax-exempt securities as a result of the lower Federal corporate tax rate in 2018 due to the Tax Cuts and Jobs Act (the “TCJ Act”).

The provision for loan losses was $40 thousand in the second quarter of 2018 compared to $3.8 million in the second quarter of 2017. Net charge-offs during the recent quarter were $1.7 million, down from $1.8 million in the second quarter of 2017. Net charge-offs expressed as an annualized percentage of average loans outstanding were 0.24% during the second quarter of 2018 compared with 0.29% in the second quarter of 2017. See the “Allowance for Loan Losses” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion regarding the decreases in the provision for loan losses and net-charge-offs.

Noninterest income totaled $8.5 million in the second quarter of 2018, compared to $9.3 million in the second quarter of 2017. The decrease is primarily due to a $1.2 million non-cash fair value adjustment of the contingent consideration liability related to the 2014 acquisition of SDN that was recognized in the second quarter of 2017, partially offset by an increase in investment advisory income. Investment advisory income was $1.9 million in the second quarter of 2018, $482 thousand higher than the second quarter of 2017. The increase was primarily driven by the HNP Capital acquisition, the third quarter of 2017 acquisition of the assets of a Buffalo-area wealth management firm and growth in assets under management at Courier Capital.

Noninterest expense in the second quarter of 2018 totaled $23.4 million compared with $23.9 million in the second quarter of 2017. The decrease in noninterest expense was primarily the result of a $1.6 million non-cash goodwill impairment charge related to our acquisition of SDN in the second quarter of 2017, partially offset by increases in salaries and employee expense. The increase in salaries and employee benefits was a result of our organic growth initiatives.

The regulatory Common Equity Tier 1 Ratio and Total Risk-Based Capital Ratio were 9.82%, and 12.66%, respectively, for the second quarter of 2018. See the “Liquidity and Capital Management” section of this Management’s Discussion and Analysis for further discussion regarding regulatory capital and the Basel III capital rules.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is our primary source of revenue, comprising 77% of revenue during the six months ended June 30, 2018. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and the interest expense on interest-bearing deposits and other borrowings used to fund interest-earning and other assets or activities. Net interest income is affected by changes in interest rates and by the amount and composition of earning assets and interest-bearing liabilities, as well as the sensitivity of the balance sheet to changes in interest rates, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities and repricing frequencies.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

We use interest rate spread and net interest margi n to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid for interest-bearing liabilities that fund those assets. The net interest margin is expressed as the perce ntage of net interest income to average earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds (“net free funds”), principally noninterest-bearing demand deposits and stockholders’ equity, also support earning assets. To compare tax-exempt asset yields to taxable yields, the yield on tax-exempt investment securities is computed on a taxable equivalent basis. Net interest income, interest rate spread, and net interest margin are discussed on a ta xable equivalent basis.

The following table reconciles interest income per the consolidated statements of income to interest income adjusted to a fully taxable equivalent basis (dollars in thousands):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Interest income per consolidated statements of income	$	36,868	$	31,409	$	72,271	$	61,947
Adjustment to fully taxable equivalent basis		359		805		725		1,619
Interest income adjusted to a fully taxable equivalent basis		37,227		32,214		72,996		63,566
Interest expense per consolidated statements of income		6,783		3,987		12,558		7,530
Net interest income on a taxable equivalent basis	$	30,444	$	28,227	$	60,438	$	56,036

Analysis of Net Interest Income for the Three Months Ended June 30, 2018 and 2017

Net interest income on a taxable equivalent basis for the three months ended June 30, 2018, was $30.4 million, an increase of $2.2 million versus the comparable quarter last year of $28.2 million. The increase in net interest income was due to an increase in average earning assets of $292.5 million or 8% compared to the second quarter of 2017.

The net interest margin for the second quarter of 2018 was 3.17%, one-basis point lower than 3.18% for the same period in 2017. The majority of the reduction in net interest margin was attributed to the lower tax-equivalent adjustment on tax-exempt securities as a result of the lower Federal corporate tax rate in 2018 due to the TCJ Act. This comparable period decrease was a function of a nine-basis point decrease in interest rate spread, partially offset by an eight-basis point higher contribution from net free funds. The lower interest rate spread was a result of a 25-basis point increase in the yield on average interest-earning assets and a 34-basis point increase in the cost of average interest-bearing liabilities.

For the second quarter of 2018, the yield on average earning assets of 3.88% was 25 basis points higher than the second quarter of 2017 of 3.63%. Loan yields increased 27 basis points during the second quarter of 2018 to 4.43% from 4.16%. The yield on investment securities decreased 15 basis points during the second quarter of 2018 to 2.32% from 2.47%. Overall, the earning asset rate changes increased interest income by $1.3 million during the second quarter of 2018 and a favorable volume variance increased interest income by $3.7 million, which collectively drove a $5.0 million increase in interest income.

Average interest-earning assets were $3.85 billion for the second quarter 2018 compared to $3.56 billion for the second quarter of 2017, an increase of $292.5 million or 8% from the comparable quarter last year, with average loans up $381.9 million from $2.45 billion to $2.84 billion and average securities down $72.8 million from $1.09 billion to $1.01 billion. The growth in average loans reflected increases in most loan categories. Commercial loans, in particular, were up $237.5 million from $1.09 billion to $1.32 billion or 22% from the second quarter of 2017. Loans represented 73.7% of average interest-earning assets during the second quarter of 2018 compared to 69.0% during the second quarter of 2017. The increase in the volume of average loans resulted in a $4.2 million increase in interest income, in addition to a $1.7 million increase due to the favorable rate variance. Securities represented 26.3% of average interest-earning assets during second quarter of 2018 compared to 30.5% during the second quarter of 2017. The decrease in the volume of average securities resulted in a $453 thousand decrease in interest income, in addition to a $366 thousand decrease due to the unfavorable rate variance.

The cost of average interest-bearing liabilities of 0.90% in the second quarter of 2018 compared to 0.56% in the second quarter of 2017 was 34-basis points higher than the second quarter of 2017. The cost of average interest-bearing deposits increased 24 basis points from 0.41% to 0.65% and the cost of short-term borrowings increased 93 basis points from 1.08% to 2.01% in the second quarter of 2018 compared to the same quarter of 2017. The increase in the cost of short-term borrowings was a result of increases in the federal funds rate. The cost of long-term borrowings for the second quarter of 2018 decreased one basis point from 6.32% to 6.31% in the second quarter of 2018 compared to the same quarter of 2017. Overall, interest-bearing liability rate and volume increases resulted in $2.8 million of higher interest expense.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Average interest-bearing liabilities of $ 3.04 billion in the second quarter of 2018 were $ 204.5 million or 7 % higher than the second quarter of 2017. On average, interest-bearing deposits grew $ 146.9 million from $2.47 billion to $2.62 billion , while noninterest-bearing demand deposits (a principal component of net free funds) were up $ 40 .2 million from $658.9 million to $699.1 million . The increase in average deposits was due to successful business development efforts in municipal and retail banking , and an increase in deposits from our Certificate of Deposit Account Registry Service (“CD ARS”) and Insured Cash Sweep (“ICS”) programs. For further discussion of the CDARS and ICS programs, refer to the “Funding Activities - Deposits” section of this Management’s Discussion and Analysis . Overall, interest-bearing deposit rate and volume change s resulted in $1. 8 million of higher interest expense during the second quarter of 2018. Average borrowings increased $ 57.6 million from $362.6 million to $420.2 million compared to the second quarter of 201 7 . Overall, short and long-term borrowing rate an d volume changes resulted in $1.0 million of higher interest expense during the second quarter of 2018.

Analysis of Net Interest Income for the Six Months Ended June 30, 2018 and 2017

Net interest income on a taxable equivalent basis for the six months ended June 30, 2018, was $60.4 million, an increase of $4.4 million versus the comparable period last year of $56.0 million. The increase in net interest income was due to an increase in average earning assets of $306.5 million or 9% compared to the first six months of 2017.

The net interest margin for the first quarter of 2018 was 3.18%, two-basis points lower than 3.20% for the same period in 2017. The majority of the reduction in net interest margin was attributed to the lower tax-equivalent adjustment on tax-exempt securities as a result of the lower Federal corporate tax rate in 2018 due to the TCJ Act. This comparable period decrease was a function of a nine-basis point decrease in interest rate spread, partially offset by a seven-basis point higher contribution from net free funds. The lower interest rate spread was a result of a 21-basis point increase in the yield on average interest-earning assets and a 30-basis point increase in the cost of average interest-bearing liabilities.

For the first six months of 2018, the yield on average earning assets of 3.84% was 21 basis points higher than the first six months of 2017 of 3.63%. Loan yields increased 22 basis points during the first six months of 2018 to 4.39% from 4.17%. The yield on investment securities decreased 15 basis points during the first six months of 2018 to 2.32% from 2.47%. Overall, the earning asset rate changes increased interest income by $2.0 million during the first six months of 2018 and a favorable volume variance increased interest income by $7.4 million, which collectively drove a $9.4 million increase in interest income.

Average interest-earning assets were $3.82 billion for the first six months of 2018 compared to $3.52 billion for the first six months of 2017, an increase of $306.5 million or 9% from the comparable period last year, with average loans up $383.6 million from $2.42 billion to $2.80 billion and average securities down $64.1 million from $1.09 billion to $1.02 billion. The growth in average loans reflected increases in most loan categories. Commercial loans, in particular, were up $235.1 million from $1.06 billion to $1.30 billion or 22% from the first six months of 2017. Loans represented 73.2% of average interest-earning assets during first six months of 2018 compared to 68.7% during the first six months of 2017. The increase in the volume of average loans resulted in a $8.4 million increase in interest income, in addition to a $2.6 million increase due to the favorable rate variance. Securities represented 26.8% of average interest-earning assets during first six months of 2018 compared to 30.9% during the first six months of 2017. The decrease in the volume of average securities resulted in a $804 thousand decrease in interest income, in addition to a $719 thousand decrease due to the unfavorable rate variance.

The cost of average interest-bearing liabilities of 0.84% in the first six months of 2018 compared to 0.54% in the first six months of 2017 was 30 basis points higher than the first six months of 2017. The cost of average interest-bearing deposits increased 21 basis points from 0.39% to 0.60% and the cost of short-term borrowings increased 87 basis points from 0.97% to 1.84% in the first six months of 2018 compared to the same period of 2017. The increase in the cost of short-term borrowings was a result of increases in the federal funds rate. The cost of long-term borrowings for the first six months of 2018 decreased one basis point from 6.32% to 6.31% in the first six months of 2018 compared to the same period of 2017. Overall, interest-bearing liability rate and volume increases resulted in $5.0 million of higher interest expense.

Average interest-bearing liabilities of $3.01 billion in the first six months of 2018 were $222.4 million or 8% higher than the first six months of 2017. On average, interest-bearing deposits grew $151.4 million from $2.43 billion to $2.58 billion, while noninterest-bearing demand deposits (a principal component of net free funds) were up $35.6 million from $658.1 million to $693.6 million. The increase in average deposits was due to successful business development efforts in municipal and retail banking, and an increase in deposits from our Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs. For further discussion of the CDARS and ICS programs, refer to the “Funding Activities - Deposits” section of this Management’s Discussion and Analysis. Overall, interest-bearing deposit rate and volume changes resulted in $3.0 million of higher interest expense during the first six months of 2018. Average borrowings increased $71.0 million from $364.4 million to $435.5 million compared to the first six months of 2017. Overall, short and long-term borrowing rate and volume changes resulted in $2.0 million of higher interest expense during the first six months of 2018.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The following table sets forth certain information relating to the consolidated balance sheets and reflects the average yields earned on interest-earning assets, as w ell as the average rates paid on interest-bearing liabilities for the periods indicated (in thousands).

	Three months ended June 30,
	2018								2017
	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Interest-earning assets:
Federal funds sold and interest-earning deposits	$	—		$	—		0.00	%	$	16,639			42		1.03	%
Investment securities (1):
Taxable		738,096			4,175		2.26			783,173			4,402		2.25
Tax-exempt (2)		274,750			1,709		2.49			302,497			2,301		3.04
Total investment securities		1,012,846			5,884		2.32			1,085,670			6,703		2.47
Loans:
Commercial business		481,045			5,844		4.87			385,938			4,150		4.31
Commercial mortgage		842,422			10,302		4.91			700,010			8,042		4.61
Residential real estate loans		483,577			4,548		3.76			430,237			4,023		3.74
Residential real estate lines		113,948			1,305		4.59			119,333			1,178		3.96
Consumer indirect		899,069			8,835		3.94			802,379			7,574		3.79
Other consumer		16,449			509		12.43			16,680			502		12.07
Total loans		2,836,510			31,343		4.43			2,454,577			25,469		4.16
Total interest-earning assets		3,849,356			37,227		3.88			3,556,886			32,214		3.63
Less: Allowance for loan losses		(36,661	)							(31,924	)
Other noninterest-earning assets		330,040								322,175
Total assets	$	4,142,735							$	3,847,137
Interest-bearing liabilities:
Deposits:
Interest-bearing demand	$	677,582			227		0.13	%	$	651,485			225		0.14	%
Savings and money market		1,032,425			659		0.26			1,054,997			362		0.14
Time deposits		906,271			3,367		1.49			762,874			1,913		1.01
Total interest-bearing deposits		2,616,278			4,253		0.65			2,469,356			2,500		0.41
Short-term borrowings		381,043			1,912		2.01			323,562			870		1.08
Long-term borrowings		39,156			618		6.31			39,085			617		6.32
Total borrowings		420,199			2,530		2.41			362,647			1,487		1.64
Total interest-bearing liabilities		3,036,477			6,783		0.90			2,832,003			3,987		0.56
Noninterest-bearing demand deposits		699,112								658,926
Other noninterest-bearing liabilities		22,876								19,481
Shareholders’ equity		384,270								336,727
Total liabilities and shareholders’ equity	$	4,142,735							$	3,847,137
Net interest income (tax-equivalent)					30,444								28,227
Interest rate spread							2.98	%							3.07	%
Net earning assets	$	812,879							$	724,883
Net interest margin (tax-equivalent)							3.17	%							3.18	%
Ratio of average interest-earning assets to average interest-bearing liabilities							126.77	%							125.60	%

(1)	Investment securities are shown at amortized cost.

(2)	The interest on tax-exempt securities is calculated on a tax equivalent basis assuming a Federal tax rate of 21% and 35% for the three-month periods ended June 30, 2018 and 2017, respectively.

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	Six months ended June 30,
	2018								2017
	Average Balance			Interest		Average Rate			Average Balance			Interest		Average Rate
Interest-earning assets:
Federal funds sold and interest-earning deposits	$	332		$	4		2.79	%	$	13,377		$	67		1.01	%
Investment securities (1):
Taxable		746,054			8,438		2.26			783,593			8,786		2.24
Tax-exempt (2)		277,723			3,453		2.49			304,261			4,628		3.04
Total investment securities		1,023,777			11,891		2.32			1,087,854			13,414		2.47
Loans:
Commercial business		467,225			11,067		4.78			374,715			7,936		4.27
Commercial mortgage		831,925			20,168		4.89			689,370			15,885		4.65
Residential real estate loans		477,130			8,936		3.75			429,993			8,077		3.76
Residential real estate lines		114,776			2,562		4.50			120,457			2,370		3.97
Consumer indirect		892,433			17,351		3.92			785,228			14,817		3.81
Other consumer		16,712			1,017		12.28			16,818			1,000		11.99
Total loans		2,800,201			61,101		4.39			2,416,581			50,585		4.17
Total interest-earning assets		3,824,310			72,996		3.84			3,517,812			63,566		3.63
Less: Allowance for loan losses		(36,035	)							(31,606	)
Other noninterest-earning assets		326,564								314,853
Total assets	$	4,114,839							$	3,801,059
Interest-bearing liabilities:
Deposits:
Interest-bearing demand	$	674,802		$	430		0.13	%	$	642,861		$	443		0.14	%
Savings and money market		1,022,554			1,111		0.22			1,042,748			687		0.13
Time deposits		881,863			6,168		1.41			742,254			3,601		0.98
Total interest-bearing deposits		2,579,219			7,709		0.60			2,427,863			4,731		0.39
Short-term borrowings		396,317			3,613		1.84			325,368			1,564		0.97
Long-term borrowings		39,147			1,236		6.31			39,076			1,235		6.32
Total borrowings		435,464			4,849		2.24			364,444			2,799		1.54
Total interest-bearing liabilities		3,014,683			12,558		0.84			2,792,307			7,530		0.54
Noninterest-bearing demand deposits		693,648								658,063
Other noninterest-bearing liabilities		23,938								20,307
Shareholders’ equity		382,570								330,382
Total liabilities and shareholders’ equity	$	4,114,839							$	3,801,059
Net interest income (tax-equivalent)					60,438								56,036
Interest rate spread							3.00	%							3.09	%
Net earning assets	$	809,627							$	725,505
Net interest margin (tax-equivalent)							3.18	%							3.20	%
Ratio of average interest-earning assets to average interest-bearing liabilities							126.86	%							125.98	%

(1)	Investment securities are shown at amortized cost.

(2)	The interest on tax-exempt securities is calculated on a tax equivalent basis assuming a Federal tax rate of 21% and 35% for the six-month periods ended June 30, 2018 and 2017, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The following table presents, on a tax equivalent basis, the relative contribution of changes in volumes and changes in rates to changes in net interest income for the periods indicated. The change in interest income not solely due to changes in volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each (in thousands) :

	Three months ended June 30, 2018 vs. 2017									Six months ended June 30, 2018 vs. 2017
Increase (decrease) in:	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Federal funds sold and interest-earning deposits	$	(21	)	$	(21	)	$	(42	)	$	(103	)	$	40		$	(63	)
Investment securities:
Taxable		(255	)		28			(227	)		(424	)		76			(348	)
Tax-exempt		(198	)		(394	)		(592	)		(380	)		(795	)		(1,175	)
Total investment securities		(453	)		(366	)		(819	)		(804	)		(719	)		(1,523	)
Loans:
Commercial business		1,109			585			1,694			2,116			1,015			3,131
Commercial mortgage		1,717			543			2,260			3,422			861			4,283
Residential real estate loans		502			23			525			883			(24	)		859
Residential real estate lines		(55	)		182			127			(116	)		308			192
Consumer indirect		941			320			1,261			2,073			461			2,534
Other consumer		(7	)		14			7			(6	)		23			17
Total loans		4,207			1,667			5,874			8,372			2,644			11,016
Total interest income		3,733			1,280			5,013			7,465			1,965			9,430
Interest expense:
Deposits:
Interest-bearing demand		9			(7	)		2			21			(34	)		(13	)
Savings and money market		(8	)		305			297			(13	)		437			424
Time deposits		409			1,045			1,454			766			1,801			2,567
Total interest-bearing deposits		410			1,343			1,753			774			2,204			2,978
Short-term borrowings		178			864			1,042			401			1,648			2,049
Long-term borrowings		1			—			1			2			(1	)		1
Total borrowings		179			864			1,043			403			1,647			2,050
Total interest expense		589			2,207			2,796			1,177			3,851			5,028
Net interest income	$	3,144		$	(927	)	$	2,217		$	6,288		$	(1,886	)	$	4,402

Provision for Loan Losses

The provision for loan losses is based upon credit loss experience, growth or contraction of specific segments of the loan portfolio, and the estimate of losses inherent in the current loan portfolio. The provision for loan losses for the three and six months ended June 30, 2018 was $40 thousand and $3.0 million, respectively, compared to $3.8 million and $6.6 million for the corresponding periods in 2017. The significant decrease in provision is the result of a combination of factors which include lower historical net charge-off experience, an increase in the collateral values supporting impaired loans, and improved qualitative factors which include but are not limited to: national and local economic trends and conditions, the regulatory environment and levels and trends in delinquent and non-accruing loans.

See the “Allowance for Loan Losses” and “Non-Performing Assets and Potential Problem Loans” sections of this Management’s Discussion and Analysis for further discussion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Noninterest Income

The following table details the major categories of noninterest income for the periods presented (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Service charges on deposits	$	1,703	$	1,840	$	3,441	$	3,585
Insurance income		1,018		1,133		2,417		2,564
ATM and debit card		1,531		1,456		2,952		2,785
Investment advisory		1,911		1,429		3,689		2,860
Company owned life insurance		443		473		893		918
Investments in limited partnerships		123		135		691		105
Loan servicing		203		123		318		243
Net gain on sale of loans held for sale		131		72		227		120
Net gain on investment securities		7		210		7		416
Net gain on derivative instruments		78		—		252		—
Net gain on other assets		9		6		12		4
Contingent consideration liability adjustment		—		1,200		—		1,200
Other		1,392		1,256		2,634		2,369
Total noninterest income	$	8,549	$	9,333	$	17,533	$	17,169

Insurance income for the six months ended June 30, 2018 decreased $147 thousand to $2.4 million compared to $2.6 million during the six months ended June 30, 2017. The decrease was primarily the result of non-renewals in one of the agency’s specialty lines of business. This negative impact was partially offset by new commercial business generated as a result of successful integration with the Bank.

Investment advisory income for the six months ended June 30, 2018 increased $829 thousand to $3.7 million compared to $2.9 million during the six months ended June 30, 2017, reflecting higher assets under managements driven by the acquisition of the assets of Robshaw & Julian in the third quarter of 2017, the acquisition of HNP Capital in the second quarter of 2018 and growth in assets under management at Courier Capital.

We have investments in limited partnerships, primarily small business investment companies, and account for these investments under the equity method. The income (loss) from these equity method investments fluctuates based on the performance of the underlying investments.

During the first six months of 2018, we recognized net gains on investment securities totaling $7 thousand from the sale of four mortgage-backed securities. During the first six months of 2017, we recognized net gains on investment securities totaling $416 thousand from the sale of four agency securities and six mortgage-backed securities. The amount and timing of our sale of investment securities is dependent on several factors, including our prudent efforts to realize gains while managing duration, premium and credit risk.

In the second quarter of 2017, we recognized a $1.2 million non-cash fair value adjustment of the contingent consideration liability related to the 2014 acquisition of SDN.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Noninterest Expense

The following table details the major categories of noninterest expense for the periods presented (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2018		2017		2018		2017
Salaries and employee benefits	$	12,871	$	11,986	$	26,300	$	23,355
Occupancy and equipment		4,167		4,184		8,574		8,148
Professional services		896		1,057		1,779		2,072
Computer and data processing		1,358		1,312		2,593		2,483
Supplies and postage		548		467		1,060		1,004
FDIC assessments		480		469		988		926
Advertising and promotions		721		645		1,698		1,107
Amortization of intangibles		305		291		593		588
Goodwill impairment		—		1,575		—		1,575
Other		2,099		1,955		3,967		3,625
Total noninterest expense	$	23,445	$	23,941	$	47,552	$	44,883

Salaries and employee benefits expense increased by $2.9 million to $26.3 million in the first six months of 2018 compared to $23.4 million during the same period in 2017, primarily due to additional personnel to support our organic growth initiatives.

Occupancy and equipment expense increased $426 thousand to $8.6 million in the first six months of 2018 compared to $8.1 million during the same period in 2017, primarily as a result of the relocation of our Rochester regional administration center in the first quarter of 2017 and the impact of a branch opening in February 2017.

Advertising and promotions expense increased $591 thousand to $1.7 million when comparing the first six months of 2018 to the same period in 2017, as a result of the new Five Star Bank brand campaign launched in February 2018.

In the second quarter of 2017, we recognized a $1.6 million non-cash goodwill impairment charge related to the 2014 SDN acquisition.

Our efficiency ratio for the first six months of 2018 was 60.99% compared with 61.66% for the first six months of 2017. The lower efficiency ratio is a result of the higher net interest income and noninterest income associated with our organic growth initiatives. The efficiency ratio is calculated by dividing total noninterest expense by net revenue, defined as the sum of tax-equivalent net interest income and noninterest income before net gains on investment securities. An increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease indicates a more efficient allocation of resources. The efficiency ratio, a banking industry financial measure, is not required by GAAP. However, the efficiency ratio is used by management in its assessment of financial performance specifically as it relates to noninterest expense control. Management also believes such information is useful to investors in evaluating Company performance.

Income Taxes

For the six months ended June 30, 2018, we recorded income tax expense of $5.2 million, versus $5.9 million a year ago. The effective tax rates for the first six months of 2018 and 2017 were 19.6% and 29.4%, respectively. The decrease in income tax expense and effective tax rate was primarily due to the lower federal corporate tax rate as a result of the TCJ Act. Effective tax rates are impacted by items of income and expense that are not subject to federal or state taxation. Our effective tax rates reflect the impact of these items, which include, but are not limited to, interest income from tax-exempt securities and earnings on company owned life insurance. In addition, our effective tax rate for 2018 and 2017 reflects the New York State tax benefit generated by our real estate investment trust.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

ANALYSIS OF FINANCIAL CONDITION

INVESTING ACTIVITIES

Investment Securities

The following table summarizes the composition of our investment securities portfolio as of the dates indicated (in thousands):

	Investment Securities Portfolio Composition
	June 30, 2018				December 31, 2017
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Securities available for sale:
U.S. Government agency and government-sponsored enterprise securities	$	162,330	$	157,526	$	163,025	$	161,889
Mortgage-backed securities:
Agency mortgage-backed securities		345,269		333,765		365,433		362,108
Non-Agency mortgage-backed securities		—		937		—		976
Total available for sale securities		507,599		492,228		528,458		524,973
Securities held to maturity:
State and political subdivisions		250,791		250,519		283,557		285,212
Mortgage-backed securities		224,012		215,023		232,909		227,771
Total held to maturity securities		474,803		465,542		516,466		512,983
Total investment securities	$	982,402	$	957,770	$	1,044,924	$	1,037,956

The available for sale (“AFS”) investment securities portfolio decreased $32.7 million from $525.0 million at December 31, 2017 to $492.2 million at June 30, 2018. The AFS portfolio had net unrealized losses totaling $15.4 million and $3.5 million at June 30, 2018 and December 31, 2017, respectively. The unrealized losses in the AFS portfolio were predominantly caused by changes in market interest rates. The fair value of most of the investment securities in the AFS portfolio fluctuates as market interest rates change.

Security Yields and Maturities Schedule

The following table sets forth certain information regarding the amortized cost (“Cost”), weighted average yields (“Yield”) and contractual maturities of our debt securities portfolio as of June 30, 2018. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Actual maturities may differ from the contractual maturities presented because borrowers may have the right to call or prepay certain investments. No tax-equivalent adjustments were made to the weighted average yields (dollars in thousands).

	Due in one year or less					Due from one to five years					Due after five years through ten years					Due after ten years					Total
	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield
Available for sale debt securities:
U.S. Government agencies and government-sponsored enterprises	$	10,118		1.70	%	$	40,402		2.18	%	$	108,357		2.38	%	$	3,453		2.56	%	$	162,330		2.29	%
Mortgage-backed securities		16,246		1.99			103,772		1.98			130,086		2.55			95,165		2.32			345,269		2.29
		26,364		1.88			144,174		2.04			238,443		2.47			98,618		2.34			507,599		2.29
Held to maturity debt securities:
State and political subdivisions		55,989		2.12			148,565		2.15			46,237		1.80			—		—			250,791		2.08
Mortgage-backed securities		—		—			2,487		2.30			42,461		1.77			179,064		2.39			224,012		2.27
		55,989		2.12			151,052		2.15			88,698		1.79			179,064		2.39			474,803		2.17
Total investment securities	$	82,353		2.04	%	$	295,226		2.10	%	$	327,141		2.28	%	$	277,682		2.37	%	$	982,402		2.23	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Impairment Assessment

We review investment securities on an ongoing basis for the presence of other than temporary impairment (“OTTI”) with formal reviews performed quarterly. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses or the security is intended to be sold or will be required to be sold. The amount of the impairment related to non-credit related factors for available for sale securities is recognized in other comprehensive income. Evaluating whether the impairment of a debt security is other than temporary involves assessing i.) the intent to sell the debt security or ii.) the likelihood of being required to sell the security before the recovery of its amortized cost basis. In determining whether the OTTI includes a credit loss, we use our best estimate of the present value of cash flows expected to be collected from the debt security considering factors such as: a.) the length of time and the extent to which the fair value has been less than the amortized cost basis, b.) adverse conditions specifically related to the security, an industry, or a geographic area, c.) the historical and implied volatility of the fair value of the security, d.) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future, e.) failure of the issuer of the security to make scheduled interest or principal payments, f.) any changes to the rating of the security by a rating agency, and g.) recoveries or additional declines in fair value subsequent to the balance sheet date. The assessment of whether OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. There were no securities deemed to be OTTI during the six months ended June 30, 2018 and 2017.

LENDING ACTIVITIES

The following table summarizes the composition of our loan portfolio, excluding loans held for sale and including net unearned income and net deferred fees and costs, as of the dates indicated (in thousands).

	Loan Portfolio Composition
	June 30, 2018					December 31, 2017
	Amount		% of Total			Amount		% of Total
Commercial business	$	507,021		17.5	%	$	450,326		16.5	%
Commercial mortgage		867,049		29.9			808,908		29.6
Total commercial		1,374,070		47.4			1,259,234		46.1
Residential real estate loans		489,940		16.9			465,283		17.0
Residential real estate lines		113,287		3.9			116,309		4.3
Consumer indirect		906,237		31.2			876,570		32.0
Other consumer		16,678		0.6			17,621		0.6
Total consumer		1,526,142		52.6			1,475,783		53.9
Total loans		2,900,212		100.0	%		2,735,017		100.0	%
Less: Allowance for loan losses		33,955					34,672
Total loans, net	$	2,866,257				$	2,700,345

Total loans increased $165.2 million to $2.90 billion at June 30, 2018 from $2.74 billion at December 31, 2017. The increase in loans was attributable to our organic growth initiatives.

Commercial loans increased $114.8 million and represented 47.4% of total loans as of June 30, 2018 as a result of our continued commercial business development efforts.

The consumer indirect portfolio totaled $906.2 million and represented 31.2% of total loans as of June 30, 2018. During the first six months of 2018, we originated $208.6 million in indirect auto loans with a mix of approximately 39% new auto and 61% used auto. During the first six months of 2017, we originated $223.2 million in indirect auto loans with a mix of approximately 41% new auto and 59% used auto. Our origination volumes and mix of new and used vehicles financed fluctuate depending on general market conditions.

Loans Held for Sale and Loan Servicing Rights

Loans held for sale (not included in the loan portfolio composition table) were entirely comprised of residential real estate loans and totaled $2.0 million and $2.7 million as of June 30, 2018 and December 31, 2017, respectively.

We sell certain qualifying newly originated or refinanced residential real estate loans on the secondary market. Residential real estate loans serviced for others, which are not included in the consolidated statements of financial condition, amounted to $162.5 million and $163.3 million as of June 30, 2018 and December 31, 2017, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Allowance for Loan Losses

The following table summarizes the activity in the allowance for loan losses for the periods indicated (in thousands).

	Loan Loss Analysis
	Three months ended June 30,						Six months ended June 30,
	2018			2017			2018			2017
Allowance for loan losses, beginning of period	$	35,594		$	31,081		$	34,672		$	30,934
Charge-offs:
Commercial business		336			656			441			1,778
Commercial mortgage		—			—			4			10
Residential real estate loans		10			86			29			100
Residential real estate lines		7			—			101			43
Consumer indirect		2,621			2,204			5,615			5,013
Other consumer		235			187			668			390
Total charge-offs		3,209			3,133			6,858			7,334
Recoveries:
Commercial business		77			88			197			246
Commercial mortgage		1			38			8			252
Residential real estate loans		63			8			132			48
Residential real estate lines		12			46			15			56
Consumer indirect		1,304			1,122			2,634			2,173
Other consumer		73			77			166			171
Total recoveries		1,530			1,379			3,152			2,946
Net charge-offs		1,679			1,754			3,706			4,388
Provision for loan losses		40			3,832			2,989			6,613
Allowance for loan losses, end of period	$	33,955		$	33,159		$	33,955		$	33,159

Net loan charge-offs to average loans (annualized)		0.24	%		0.29	%		0.27	%		0.37	%
Allowance for loan losses to total loans		1.17	%		1.32	%		1.17	%		1.32	%
Allowance for loan losses to non-performing loans		349	%		263	%		349	%		263	%

The allowance for loan losses represents the estimated amount of probable credit losses inherent in our loan portfolio. We perform periodic, systematic reviews of the loan portfolio to estimate probable losses in the respective loan portfolios. In addition, we regularly evaluate prevailing economic and business conditions, industry concentrations, changes in the size and characteristics of the portfolio and other pertinent factors. The process we use to determine the overall allowance for loan losses is based on this analysis. Based on this analysis, we believe the allowance for loan losses is adequate as of June 30, 2018.

Assessing the adequacy of the allowance for loan losses involves substantial uncertainties and is based upon management’s evaluation of the amounts required to meet estimated charge-offs in the loan portfolio after weighing a variety of factors, including the risk-profile of our loan products and customers.

The adequacy of the allowance for loan losses is subject to ongoing management review. While management evaluates currently available information in establishing the allowance for loan losses, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution’s allowance for loan losses. Such agencies may require the financial institution to increase the allowance based on their judgments about information available to them at the time of their examination.

Net charge-offs of $1.7 million in the second quarter of 2018 represented 0.24% of average loans on an annualized basis compared to $1.8 million or 0.29% in the second quarter of 2017. For the six months ended June 30, 2018, net charge-offs of $3.7 million represented 0.27% of average loans, compared to $4.4 million or 0.37% of average loans for the same period in 2017. The decrease in net charge-offs is primarily due to improved credit quality of our outstanding loans portfolio. The allowance for loan losses was $34.0 million at June 30, 2018, compared with $34.7 million at December 31, 2017. The ratio of the allowance for loan losses to total loans was 1.17% and 1.27% at June 30, 2018 and December 31, 2017, respectively. The ratio of allowance for loan losses to non-performing loans was 349% at June 30, 2018, compared with 277% at December 31, 2017.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Non-Performing Assets and Potential Problem Loans

The table below summarizes our non-performing assets at the dates indicated (in thousands).

	Non-Performing Assets
	June 30, 2018			December 31, 2017
Nonaccrual loans:
Commercial business	$	4,026		$	5,344
Commercial mortgage		2,151			2,623
Residential real estate loans		2,138			2,252
Residential real estate lines		288			404
Consumer indirect		1,124			1,895
Other consumer		—			2
Total nonaccrual loans		9,727			12,520
Accruing loans 90 days or more delinquent		4			11
Total non-performing loans		9,731			12,531
Foreclosed assets		299			148
Total non-performing assets	$	10,030		$	12,679
Non-performing loans to total loans		0.34	%		0.46	%
Non-performing assets to total assets		0.24	%		0.31	%

Changes in the level of nonaccrual loans typically represent increases for loans that reach a specified past due status, offset by reductions for loans that are charged-off, paid down, sold, transferred to foreclosed real estate, or are no longer classified as nonaccrual because they have returned to accrual status. Activity in nonaccrual loans for the three and six months ended June 30, 2018 was as follows (in thousands):

	Three months ended June 30, 2018			Six months ended June 30, 2018
Nonaccrual loans, beginning of period	$	10,700		$	12,520
Additions		3,950			8,744
Payments		(1,381	)		(3,843	)
Charge-offs		(3,092	)		(6,384	)
Returned to accruing status		(406	)		(896	)
Transferred to other real estate or repossessed assets		(44	)		(414	)
Nonaccrual loans, end of period	$	9,727		$	9,727

Non-performing assets include non-performing loans and foreclosed assets. Non-performing assets at June 30, 2018 were $10.0 million, a decrease of $2.7 million from the $12.7 million balance at December 31, 2017. The primary component of non-performing assets is non-performing loans, which were $9.7 million or 0.34% of total loans at June 30, 2018, compared with $12.5 million or 0.46% of total loans at December 31, 2017.

Approximately $809 thousand, or 8%, of the $9.7 million in non-performing loans as of June 30, 2018 were current with respect to payment of principal and interest but were classified as non-accruing because repayment in full of principal and/or interest was uncertain. Included in nonaccrual loans are troubled debt restructurings (“TDRs”) of $610 thousand and $684 thousand at June 30, 2018 and December 31, 2017, respectively. We had one TDR of $615 thousand that was accruing interest as of June 30, 2018 and one TDR of $633 thousand that was accruing interest as of December 31, 2017.

Foreclosed assets consist of real property formerly pledged as collateral for loans, which we have acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. Foreclosed asset holdings represented five properties totaling $299 thousand at June 30, 2018 and four properties totaling $148 thousand at December 31, 2017.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Potential pr oblem loans are loans that are currently performing, but information known about possible credit problems of the borrowers causes us to have concern as to the ability of such borrowers to comply with the present loan payment terms and may result in disclos ure of such loans as nonperforming at some time in the future. These loans remain in a performing status due to a variety of factors, including payment history, the value of collateral supporting the credits, and/or personal or government guarantees. We co nsider loans classified as substandard, which continue to accrue interest, to be potential problem loans. We identified $ 13.1 million and $12.5 million in loans that continued to accrue interest which were classified as substandard as of June 30, 2018 and December 31, 2017, respectively.

FUNDING ACTIVITIES

Deposits

The following table summarizes the composition of our deposits at the dates indicated (dollars in thousands):

	Deposit Composition
	June 30, 2018					December 31, 2017
	Amount		% of Total			Amount		% of Total
Noninterest-bearing demand	$	719,084		22.0	%	$	718,498		22.4	%
Interest-bearing demand		658,107		20.2			634,203		19.8
Savings and money market		1,012,972		31.1			1,005,317		31.3
Time deposits < $250,000		703,236		21.5			698,179		21.7
Time deposits of $250,000 or more		168,768		5.2			153,977		4.8
Total deposits	$	3,262,167		100.0	%	$	3,210,174		100.0	%

We offer a variety of deposit products designed to attract and retain customers, with the primary focus on building and expanding long-term relationships. At June 30, 2018, total deposits were $3.26 billion, representing an increase of $52.0 million from December 31, 2017. Time deposits were approximately 27% of total deposits at June 30, 2018 and December 31, 2017.

Nonpublic deposits, the largest component of our funding sources, totaled $2.09 billion and $2.07 billion at June 30, 2018 and December 31, 2017, respectively, and represented 64% and 65% of total deposits as of the end of each period, respectively. We have managed this segment of funding through a strategy of competitive pricing that minimizes the number of customer relationships that have only a single service high cost deposit account.

As an additional source of funding, we offer a variety of public (municipal) deposit products to the towns, villages, counties and school districts within our market. Public deposits generally range from 20% to 30% of our total deposits. There is a high degree of seasonality in this component of funding, because the level of deposits varies with the seasonal cash flows for these public customers. We maintain the necessary levels of short-term liquid assets to accommodate the seasonality associated with public deposits. Total public deposits were $862.7 million and $829.5 million at June 30, 2018 and December 31, 2017, respectively, and represented 26% of total deposits as of the end of each period, respectively. The increase in public deposits during 2018 was due largely to successful business development efforts.

We also participate in CDARS and ICS programs, which enable depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through these programs, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. Prior to the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) enacted on May 14, 2018, all CDARS and ICS deposits were considered brokered deposits for regulatory reporting purposes. With the enactment of EGRRCPA, reciprocal CDARS and ICS deposits, subject to certain restrictions, are no longer required to be reported as brokered deposits. CDARS deposits and ICS deposits, the majority of which were reciprocal, totaled $154.1 million and $154.0 million, respectively, at June 30, 2018, compared to $159.2 million and $147.3 million, respectively, at December 31, 2017, and collectively represented 10% and 9% of total deposits as of the end of each period, respectively.

Borrowings

The Company classifies borrowings as short-term or long-term in accordance with the original terms of the applicable agreement. Outstanding borrowings consisted of the following as of the dates indicated (in thousands):

	June 30,		December 31,
	2018		2017
Short-term borrowings - Short-term FHLB borrowings	$	449,300	$	446,200
Short-term borrowings - Other		23,500		-
Long-term borrowings - Subordinated notes, net		39,167		39,131
Total borrowings	$	511,967	$	485,331

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Short-term Borrowings

Short-term Federal Home Loan Bank (“FHLB”) borrowings have original maturities of less than one year and include overnight borrowings which we typically utilize to address short term funding needs as they arise. Short-term FHLB borrowings at June 30, 2018 consisted of $75.8 million in overnight borrowings and $373.5 million in short-term borrowings. The maximum amount of short-term FHLB borrowings outstanding at any month-end during the six months ended June 30, 2018 was $477.1 million. Short-term FHLB borrowings at December 31, 2017 consisted of $304.7 million in overnight borrowings and $141.5 million in short-term borrowings.

We have credit capacity with the FHLB and can borrow through facilities that include amortizing and term advances or repurchase agreements. We had approximately $5.0 million of immediate credit capacity with the FHLB as of June 30, 2018. We had approximately $648.9 million in secured borrowing capacity at the Federal Reserve Bank (“FRB”) discount window, none of which was outstanding at June 30, 2018. The FHLB and FRB credit capacity are collateralized by securities from our investment portfolio and certain qualifying loans. We had approximately $145.0 million of credit available under unsecured federal funds purchased lines with various banks as of June 30, 2018, with $23.5 million outstanding at June 30, 2018. Additionally, we had approximately $125.9 million of unencumbered liquid securities available for pledging.

The Parent has a revolving line of credit with a commercial bank allowing borrowings up to $20.0 million in total as an additional source of working capital. At June 30, 2018, no amounts have been drawn on the line of credit.

Long-term Borrowings

On April 15, 2015, we issued $40.0 million of Subordinated Notes in a registered public offering. The Subordinated Notes bear interest at a fixed rate of 6.0% per year, payable semi-annually, for the first 10 years. From April 15, 2025 to the April 15, 2030 maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month London Interbank Offered Rate (LIBOR) plus 3.944%, payable quarterly. The Subordinated Notes are redeemable by us at any quarterly interest payment date beginning on April 15, 2025 to maturity at par, plus accrued and unpaid interest. Proceeds, net of debt issuance costs of $1.1 million, were $38.9 million. The Subordinated Notes qualify as Tier 2 capital for regulatory purposes.

LIQUIDITY AND CAPITAL MANAGEMENT

Liquidity

The objective of maintaining adequate liquidity is to assure that we meet our financial obligations. These obligations include the withdrawal of deposits on demand or at their contractual maturity, the repayment of matured borrowings, the ability to fund new and existing loan commitments and the ability to take advantage of new business opportunities. We achieve liquidity by maintaining a strong base of both core customer funds and maturing short-term assets; we also rely on our ability to sell or pledge securities and lines-of-credit and our overall ability to access to the financial and capital markets.

Liquidity for the Bank is managed through the monitoring of anticipated changes in loans, the investment portfolio, deposits and wholesale funds. The strength of the Bank’s liquidity position is a result of its base of core customer deposits. These core deposits are supplemented by wholesale funding sources that include credit lines with the other banking institutions, the FHLB and the FRB. The primary source of our non-deposit borrowings is FHLB advances, of which we had $449.3 million outstanding at June 30, 2018. In addition to this amount, we have additional collateralized wholesale borrowing capacity of approximately $775.4 million from various funding sources which include the FHLB, the FRB, and commercial banks that we can use to fund lending activities, liquidity needs, and/or to adjust and manage our asset and liability position.

The Parent’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The Parent obtains funding to meet obligations from dividends received from the Bank, net taxes collected from subsidiaries included in the federal consolidated tax return, and the issuance of debt and equity securities. In addition, the Parent maintains a revolving line of credit with a commercial bank for an aggregate amount of up to $20.0 million, all of which was available at June 30, 2018. The line of credit has a one-year term and matures in May 2019. Funds drawn would be used for general corporate purposes and backup liquidity.

Cash and cash equivalents were $89.1 million as of June 30, 2018, down $10.1 million from $99.2 million as of December 31, 2017. Net cash provided by operating activities totaled $30.3 million and the principal source of operating activity cash flow was net income adjusted for noncash income and expense items. Net cash used in investing activities totaled $111.1 million, which included outflows of $169.3 million for net loan originations and was partially offset by inflows of $63.5 million from net investment securities transactions. Net cash provided by financing activities of $70.7 million was attributed to a $52.0 million increase in deposits and a $26.6 million increase in short-term borrowings, partly offset by $8.0 million in dividend payments.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

Capital Management

We actively manage capital, commensurate with our risk profile, to enhance shareholder value. We also seek to maintain capital levels for the Company and the Bank at amounts in excess of the regulatory “well-capitalized” thresholds. Periodically, we may respond to market conditions by implementing changes to our overall balance sheet positioning to manage our capital position.

Banks and financial holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material impact on our consolidated financial statements. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Shareholders’ equity was $386.9 million at June 30, 2018, an increase of $5.7 million from $381.2 million at December 31, 2017. Net income for the six months ended June 30, 2018 increased shareholders’ equity by $21.5 million, which was partially offset by common and preferred stock dividends declared of $8.4 million. Accumulated other comprehensive loss included in shareholders’ equity increased $8.4 million during the first six months of 2018 due primarily to higher net unrealized losses on securities available for sale.

The FRB and FDIC have adopted a system using risk-based capital guidelines to evaluate the capital adequacy of banks and bank holding companies. The final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks became effective for the Company on January 1, 2015, with full compliance with all of the final requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of June 30, 2018, the Company’s capital levels remained characterized as “well-capitalized” under the new rules.

The following table reflects the ratios and their components (dollars in thousands):

	June 30,			December 31,
	2018			2017
Common shareholders’ equity	$	369,608		$	363,848
Less: Goodwill and other intangible assets		76,308			70,413
Net unrealized loss on investment securities (1)		(12,032	)		(3,275	)
Hedging derivative instruments		123			—
Net periodic pension and postretirement benefits plan adjustments		(8,387	)		(8,641	)
Other		—			—
Common Equity Tier 1 (“CET1”) Capital		313,596			305,351
Plus: Preferred stock		17,329			17,329
Less: Other		—			—
Tier 1 Capital		330,925			322,680
Plus: Qualifying allowance for loan losses		33,955			34,672
Subordinated Notes		39,167			39,131
Total regulatory capital	$	404,047		$	396,483
Adjusted average total assets (for leverage capital purposes)	$	4,087,038		$	3,967,749
Total risk-weighted assets	$	3,192,337		$	3,005,655
Regulatory Capital Ratios
Tier 1 Leverage (Tier 1 capital to adjusted average assets)		8.10	%		8.13	%
CET1 Capital (CET1 capital to total risk-weighted assets)		9.82			10.16
Tier 1 Capital (Tier 1 capital to total risk-weighted assets)		10.37			10.74
Total Risk-Based Capital (Total regulatory capital to total risk-weighted assets)		12.66			13.19

(1)	Includes unrealized gains and losses related to the Company’s reclassification of available for sale investment securities to the held to maturity category.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

BCBS Capital Rules

The BCBS Capital Rules include a new Common Equity Tier 1 Capital to risk-weighted assets minimum ratio of 4.5%, increase the minimum Tier 1 capital to risk-weighted assets ratio from 4.0% to 6.0%, require a minimum total capital to risk-weighted assets ratio of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer is also established above the regulatory minimum capital requirements, effectively increasing the minimum required risk-weighted asset ratios. This capital conservation buffer was phased-in as of January 1, 2016 at 0.625% of risk-weighted assets and has increased each subsequent year by an additional 0.625% (currently 1.875% as of June 30, 2018) until reaching its final level of 2.5% on January 1, 2019. Banking institutions with a capital conservation buffer below the minimum level will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The BCBS Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. The final rules also revised the definition and calculation of Tier 1 capital, total capital, and risk-weighted assets.

The following table presents actual and required capital ratios as of June 30, 2018 and December 31, 2017 for the Company and the Bank under the BCBS Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of those dates based on the phase-in provisions of the BCBS Capital Rules and the minimum required capital levels as of January 1, 2019 when the BCBS Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the BCBS Capital Rules (in thousands):

						Minimum Capital					Minimum Capital					Required to be
						Required – Basel III					Required – Basel III					Considered Well
	Actual					Phase-in Schedule					Fully Phased-in					Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2018
Tier 1 leverage:
Company	$	330,925		8.10	%	$	163,482		4.00	%	$	163,482		4.00	%	$	204,352		5.00	%
Bank		360,597		8.83			163,297		4.00			163,297		4.00			204,121		5.00
CET1 capital:
Company		313,596		9.82			203,509		6.38			223,460		7.00			207,499		6.50
Bank		360,597		11.33			202,960		6.38			222,858		7.00			206,940		6.50
Tier 1 capital:
Company		330,925		10.37			251,393		7.88			271,345		8.50			255,383		8.00
Bank		360,597		11.33			250,716		7.88			270,614		8.50			254,695		8.00
Total capital:
Company		404,047		12.66			315,239		9.88			335,190		10.50			319,229		10.00
Bank		394,552		12.39			314,390		9.88			334,288		10.50			318,369		10.00
December 31, 2017
Tier 1 leverage:
Company	$	322,680		8.13	%	$	158,710		4.00	%	$	158,710		4.00	%	$	198,387		5.00	%
Bank		346,532		8.75			158,372		4.00			158,372		4.00			197,965		5.00
CET1 capital:
Company		305,351		10.16			172,825		5.75			210,396		7.00			195,368		6.50
Bank		346,532		11.57			172,224		5.75			209,664		7.00			194,688		6.50
Tier 1 capital:
Company		322,680		10.74			217,910		7.25			255,481		8.50			240,452		8.00
Bank		346,532		11.57			217,152		7.25			254,592		8.50			239,616		8.00
Total capital:
Company		396,483		13.19			278,023		9.25			315,594		10.50			300,565		10.00
Bank		381,204		12.73			277,056		9.25			314,496		10.50			299,520		10.00

Dividend Restrictions

In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years.

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ITEM 3. Quantitative and Qualit ative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk were presented at December 31, 2017 in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 14, 2018. The following is an update of the discussion provided therein.

Portfolio Composition

There was no material change in the composition of assets, deposit liabilities or borrowings from December 31, 2017 to June 30, 2018. See the section titled “Analysis of Financial Condition” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of asset, deposit and borrowing activity during the period.

Net Interest Income at Risk

A primary tool used to manage interest rate risk is “rate shock” simulation to measure the rate sensitivity. Rate shock simulation is a modeling technique used to estimate the impact of changes in rates on net interest income as well as economic value of equity. At June 30, 2018, the Company’s sensitivity was relatively neutral, meaning that net interest income is modestly impacted as interest rates change.

Net interest income at risk is measured by estimating the changes in net interest income resulting from instantaneous and sustained parallel shifts in interest rates of different magnitudes over a period of 12 months. The following table sets forth the estimated changes to net interest income over the 12-month period ending June 30, 2019 assuming instantaneous changes in interest rates for the given rate shock scenarios (dollars in thousands):

	Changes in Interest Rate
	-100 bp			+100 bp			+200 bp			+300 bp
Estimated change in net interest income	$	(2,361	)	$	261		$	(100	)	$	(444	)
% Change		(1.79	)%		0.20	%		(0.08	)%		0.34	%

In addition to the changes in interest rate scenarios listed above, other scenarios are typically modeled to measure interest rate risk. These scenarios vary depending on the economic and interest rate environment.

The simulation referenced above is based on our assumption as to the effect of interest rate changes on assets and liabilities and assumes a parallel shift of the yield curve. It also includes certain assumptions about the future pricing of loans and deposits in response to changes in interest rates. Further, it assumes that delinquency rates would not change as a result of changes in interest rates, although there can be no assurance that this will be the case. While this simulation is a useful measure as to net interest income at risk due to a change in interest rates, it is not a forecast of future results, does not measure the effect of changing interest rates on noninterest income and is based on many assumptions that, if changed, could cause a different outcome.

Economic Value of Equity At Risk

The economic (or “fair”) value of financial instruments on our balance sheet will also vary under the interest rate scenarios previously discussed. This variance is measured by simulating changes in our economic value of equity (“EVE”), which is calculated by subtracting the estimated fair value of liabilities from the estimated fair value of assets. Fair values for financial instruments are estimated by discounting projected cash flows (principal and interest) at current replacement rates for each account type, while fair values of non-financial assets and liabilities are assumed to equal book value and do not vary with interest rate fluctuations. An economic value simulation is a static measure for balance sheet accounts at a given point in time, but this measurement can change substantially over time as the characteristics of our balance sheet evolve and as interest rate and yield curve assumptions are updated.

The amount of change in economic value under different interest rate scenarios depends on the characteristics of each class of financial instrument, including the stated interest rate or spread relative to current market rates or spreads, the likelihood of prepayment, whether the rate is fixed or floating, and the maturity date of the instrument. As a general rule, fixed-rate financial assets become more valuable in declining rate scenarios and less valuable in rising rate scenarios, while fixed-rate financial liabilities gain in value as interest rates rise and lose value as interest rates decline. The longer the duration of the financial instrument, the greater the impact a rate change will have on its value. In our economic value simulations, estimated prepayments are factored in for financial instruments with stated maturity dates, and decay rates for non-maturity deposits are projected based on historical data (back-testing).

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The analysis that follows presents the estimated EVE resulting from market interest rates prevailing at a given quarter-end (“Pre-Shoc k Scenario”), and under other interest rate scenarios (each a “Rate Shock Scenario”) represented by immediate, permanent, parallel shifts in interest rates from those observed at June 30, 2018 and December 31, 2017 (dollars in thousands). The analysis addi tionally presents a measurement of the interest rate sensitivity at June 30, 2018 and December 31, 2017. EVE amounts are computed under each respective Pre- Shock Scenario and Rate Shock Scenario. An increase in the EVE amount is considered favorable, w hile a decline is considered unfavorable.

	June 30, 2018								December 31, 2017
Rate Shock Scenario:	EVE		Change			Percentage Change			EVE		Change			Percentage Change
Pre-Shock Scenario	$	587,693							$	578,550
- 100 Basis Points		598,866	$	11,173			1.90	%		592,527	$	13,977			2.42	%
+ 100 Basis Points		557,502		(30,191	)		(5.14	)		544,507		(34,043	)		(5.88	)
+ 200 Basis Points		524,867		(62,826	)		(10.69	)		507,137		(71,413	)		(12.34	)
+ 300 Basis Points		492,284		(95,409	)		(16.23	)		468,787		(109,763	)		(18.97	)

The Pre-Shock Scenario EVE was $587.7 million at June 30, 2018, compared to $578.6 million at December 31, 2017. The increase in the Pre-Shock Scenario EVE at June 30, 2018 resulted primarily from a more favorable valuation of non-maturity deposits that reflected alternative funding rate changes used for discounting future cash flows.

The +200 basis point Rate Shock Scenario EVE increased from $507.1 million at December 31, 2017 to $524.9 million at June 30, 2018, reflecting the more favorable valuation of non-maturity deposits. The percentage change in the EVE amount from the Pre-Shock Scenario to the +200 basis point Rate Shock Scenario decreased from (12.34)% at December 31, 2017 to (10.69)% at June 30, 2018. The decrease in sensitivity resulted from the addition of the interest rate cap and a change in the valuation of certain fixed rate assets in the +200 basis point Rate Shock Scenario EVE as of June 30, 2018, compared to December 31, 2017.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2018, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b), as adopted by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHE R INFORMATION

ITEM 1. Legal Proceedings

The Company has experienced no material developments in its legal proceedings from the disclosure included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, dated March 14, 2018, as filed with the SEC.

ITEM 6. Exhibits

(a) The following is a list of all exhibits filed or incorporated by reference as part of this Report:

Exhibit Number	Description	Location

10.1	Supplemental Executive Retirement Agreement between Financial Institutions, Inc. and Kevin B. Klotzbach dated June 26, 2018	Filed Herewith

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer	Filed Herewith

31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer	Filed Herewith

32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Herewith

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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SIGNA TURES

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

FINANCIAL INSTITUTIONS, INC.

/s/ Martin K. Birmingham		, August 8, 2018
Martin K. Birmingham
President and Chief Executive Officer
(Principal Executive Officer)

/s/ Kevin B. Klotzbach		, August 8, 2018
Kevin B. Klotzbach
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)

/s/ Michael D. Grover		, August 8, 2018
Michael D. Grover
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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Exhibit 10.1

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

This Supplemental Executive Retirement Agreement (this “ Agreement ”) is made and entered into as of June 26 , 2018, by and between Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York (the “ Company ”), and Kevin B. Klotzbach (the “ Executive ”).

RECITALS

WHEREAS, the Executive is employed by the Company as its Executive Vice President and Chief Financial Officer; and

WHEREAS, the Company recognizes the contributions and service that the Executive has provided to the Company; and

WHEREAS, the Company desires to secure the continued service of the Executive as an employee of the Company through December 31, 2019 (the “ Vesting Date ”); and

WHEREAS, the Company believes that it is in the best interests of the Company and its shareholders to provide the Executive with a supplemental retirement benefit and accelerated vesting of his time-vesting restricted stock units;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

Section 1. Supplemental Retirement Benefit.

(a) Supplemental Retirement Benefit. Subject to terms and requirements of this Agreement, the Company hereby agrees to pay to the Executive a supplemental retirement benefit in the amount, at the times and in the form described herein (the “ Supplemental Retirement Benefit ”).

(b) Supplemental Retirement Benefit Amount. The amount of the Supplemental Retirement Benefit shall be $125,000 per year, for an aggregate amount of $500,000 (the “ Total Supplemental Retirement Benefit Amount ”).

(c) Time and Form of Payment. Except as otherwise provided by Section 2(a) , payment of the Supplemental Retirement Benefit will be made in substantially equivalent biweekly installments for the four-year period commencing on the date of the Company’s first regular payday following January 1, 2020 (the “ Commencement Date ”), in accordance with the Company’s regular payroll procedures in effect from time to time, but in no event less frequently than monthly. In the event that applicable employment taxes on the Total Supplemental Retirement Benefit Amount are required to be withheld prior to the Commencement Date, then payment of the Total Supplemental Retirement Benefit Amount less the amount of employment taxes withheld therefrom will be made in substantially equal installments pursuant to the terms of this Section.

(d) Treatment of Restricted Stock Units . Subject to terms and requirements of this Agreement, the Company hereby agrees to accelerate a pro-rata portion of the Executive’s outstanding time-vesting Restricted Stock Unit awards (the “ RSUs ”) on the Vesting Date (the “ Accelerated RSU Vesting ”). T he pro-rata portion of the RSUs under shall be determined separately for each RSU a ward by multiplying the number of unvested RSUs subject to the a ward by a fraction, the numerator of which is the number of completed months in the award’s vesting p eriod during which the Executive was employed by the Company, and the denominator of which is the total number of months in the award’s vesting period. The RSUs which vest pursuant to this Section 1(d) shall be paid at the time specified by the applicable RSU award agreement. For the avoidance of doubt, the Executive’s outstanding performance-vesting Restricted Stock Unit awards (the “ PSUs ”) and are not covered by this Agreement, and they shall vest and be paid in accordance with the applicable PSU award agreement.

(e) Requirements. Except as otherwise provided by Section 2(a) or Section 2(b), in order to be entitled to receive payment of the Supplemental Retirement Benefit and the Accelerated RSU Vesting, the Executive must:

(i) remain in the continued employment of the Company through the Vesting Date;

(ii) sign and not revoke a release and waiver of all claims against the Company, substantially in the form attached hereto as Exhibit A, but with any necessary changes required by law, no later than the Vesting Date, or if later, the end of the minimum period required by law for the Executive to execute and not revoke such release and waiver under the circumstances; and

(iii) comply with the covenants and restrictions set forth in Section 3(a) and Section 3(b), and those referenced in Section 3(c).

Except as otherwise provided by Section 2(a) or Section 2(b), if the Executive does not fulfill all of the requirements of this Section 1(e), the Executive will automatically forfeit his entitlement to the Total Supplemental Retirement Benefit Amount and Accelerate RSU Vesting.

Section 2. Effect of Certain Events.

(a) Death. In the event of the death of the Executive at any time following the date of this Agreement, the Company will pay the amount of any unpaid portion of the Supplemental Retirement Benefit, in a lump sum, no later than the end of the year in which the Executive’s death occurred, or if later, the 15 ^th day of the third month following the date of the Executive’s death (or such later date permitted by Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance issued thereunder (collectively, “ Section 409A ”)). The Company shall make payment to the beneficiary or beneficiaries properly designated by the Executive on the form attached hereto as Exhibit B, or if the Executive has not made such a designation, or such beneficiary or all such beneficiaries have predeceased the Executive, then to the Executive’s surviving spouse, or if there is no surviving spouse at the time of the Executive’s death, to the Executive’s estate. In the event of the death of

the Executive at any time following the date of this Agreement, the Executive’s RSUs shall vest and be paid in accordance with the applicable RSU award agreement.

(b) Disability. In the event of the Disability of the Executive before the Vesting Date, the Executive will be entitled to receive the Supplemental Retirement Benefit pursuant to this Agreement, with payment made in accordance with and at the times provided by Section 1(c), and subject to Section 2(a). “ Disability ” means the Executive is unable to perform the material duties of his position by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. In the event of the Disability of the Executive at any time following the date of this Agreement, the Executive’s RSUs shall vest and be paid in accordance with the applicable RSU award agreement.

(c) Change in Control. In the event of a Change in Control before the Vesting Date, then if the Executive is entitled to receive benefits in connection with the Change in Control under the Amended and Restated Executive Agreement by and between the Executive and the Company, dated May 3, 2017, and as further amended from time to time (the “ Executive Agreement ”), then the Executive will forfeit the Total Supplemental Retirement Benefit Amount, or if the Executive is not entitled to receive benefits in connection with the Change in Control under the Executive Agreement, then subject to the terms of this Agreement, including the requirements set forth in Section 1(e), the Executive will be entitled to receive the Supplemental Retirement Benefit pursuant to this Agreement, with payment made at the times provided by Section 1(c), or earlier payment pursuant to Section 2(a), if applicable. “ Change in Control ” has the meaning given such term in the Executive Agreement. In the event of a Change in Control before the Vesting Date, the Executive’s RSUs shall vest and be paid in accordance with the applicable RSU award agreement.

Section 3. Restrictive Covenants.

(a) Non-competition.

(i) At all times prior to the date that the entire Total Supplemental Retirement Benefit Amount has been paid to the Executive, the Executive shall not engage, anywhere within the following counties of New York State: (i) Erie, Chautauqua, Niagara, Cattaraugus, Allegany, Wyoming, Genesee, Orleans, Monroe, Livingston, Wayne, and Ontario, and (ii) any county from which, during the fiscal year ending immediately prior to the date of a Change in Control, the Company, Five Star Bank, and their majority-owned subsidiaries (the “ Majority Companies ”) derived more than 10% of their aggregate revenue on a consolidated basis (the “ Additional Counties ”) and (iii) any county contiguous to an Additional County (the counties described in (i), (ii), and (iii) collectively, the “ Restriction Area ”), whether directly or indirectly, or through any employee, agent, attorney or any other person or party acting on behalf of the Executive, as principal, owner, officer, director, agent, employee, consultant or partner, in the management of a bank holding company, commercial bank, savings bank, credit union or any other financial services provider that competes with the Majority Companies or their products or programs (“ Restricted Activities ”), provided that the foregoing shall not restrict the Executive from engaging in any Restricted Activities which the Company directs the Executive to undertake or which the Company otherwise expressly authorizes. The foregoing shall not restrict the

Ex ecutive from owning less than five percent of the outstanding capital stock of any company which engages in Restricted Activities, provided that the Executive is not otherwise involved with such company as an officer, director, agent, employee or consultant. The Executive agrees that this Section 3(a) , the scope of the territory covered, the actions restricted thereby, and the duration of such covenant are reasonable and necessary to protect the legitimate business interests of the Majority Companies.

(ii) The Company will not take action against the Executive in the event of the Executive’s breach of this Section 3(a) until the Company has provided the Executive with written notice of the Executive’s breach of this Section 3(a) and the facts and circumstances giving rise to such breach (a “ Notice of Breach ”), and allowed the Executive ten days to cure his breach and for the Executive to provide the Company with reasonable evidence of such cure (a “ Notice of Cure ”), but the Executive has failed to cure the breach and provide a Notice of Cure as required; provided, however, no Notice of Breach or opportunity to cure shall be required if (1) by its nature, the breach cannot reasonably be expected to be cured within a ten-day period; (2) the Company reasonably expects that a ten-day delay in taking action could cause the Company irreparable injury; (3) the Company has previously provided the Executive a Notice of Breach with respect to similar facts and circumstances, which the Executive has repeated; or (4) any delay in action would violate applicable laws or regulations; and provided further, however, the Company may take action against the Executive for a breach of this Section 3(a) before the expiration of the ten-day cure period if the Company reasonably believes that the Executive is not or is no longer diligently pursuing a cure of the breach. Notwithstanding the foregoing, the Company shall have the right to delay any payment under this Agreement which is due to be made after the date of the Executive’s breach of this Section 3(a) and before the deadline for the Executive to provide a Notice of Cure, until the expiration of the applicable ten-day cure period. The Company shall send any Notice of Breach to the Executive at the most recent address of the Executive that the Company has on file; the Executive shall send any Notice of Cure to the person and at the address specified in the related Notice of Breach, or if none, to the attention of the Chief Executive Officer of the Company at the address of the Company’s principal office. A Notice of Breach and a Notice of Cure may be delivered by hand or sent by means of overnight courier service, facsimile or electronic transmission; notice given by overnight courier shall be deemed given as of the day following the day on which sent, and notice given by hand delivery, facsimile or electronic transmission shall be deemed given on the day on which sent.

(b) Non-solicitation. At all times prior to the date that the entire Total Supplemental Retirement Benefit Amount has been paid to the Executive, the Executive shall not, directly or indirectly, without the written consent of the Company: (i) recruit or solicit for employment any employee, representative or agent of the Majority Companies or encourage any such employee, representative or agent to leave his employment or discontinue his relationship with the Majority Companies, or (ii) solicit, induce or influence any customer, supplier, lessor or any other person or entity which has a business relationship with the Majority Companies to discontinue or reduce the extent of such relationship with the Majority Companies.

(c) Confidentiality. For the avoidance of doubt, the covenants regarding confidentiality set forth in the Executive Agreement shall continue indefinitely in accordance with the terms thereof, and nothing in this Agreement shall excuse the Executive from the continuation

of his obligations pursuant to such covenants, or his liability in the event of his breach of such covenants.

Section 4. Miscellaneous.

(a) Withholding. The Company shall withhold from any and all payments made under this Agreement all applicable federal, state, local or other taxes.

(b) Executive Acknowledgement. The Executive acknowledges that he has had the opportunity to discuss this Agreement with and obtain advice from his private attorney, has had sufficient time to and has carefully read and fully understands all of the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

(c) Entire Agreement; Amendment. Except for the Executive Agreement and the applicable RSU award agreements, this Agreement will supersede any and all existing oral or written agreements, representations, or warranties between the Executive and the Company relating to the subject matter hereof. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the Chairman of the Company’s Management Development and Compensation Committee.

(d) Governing Law. The validity, construction, interpretation, administration and effect of this Agreement shall be governed by the substantive laws, but not the choice of law rules, of the State of New York.

(e) Construction. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. If any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one agreement.

(f) Section 409A. This Agreement and the payments hereunder are intended to comply with Section 409A, and this Agreement shall be administered and interpreted consistent with such intent. The Company makes no representation to the Executive regarding the taxation of the compensation under this Agreement, including, but not limited to, the tax effects of Section 409A, and the Executive shall be solely responsible for the taxes imposed upon him with respect to his compensation under this Agreement.

(g) Unfunded Arrangement. This Agreement shall be unfunded. The Company shall not be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under this Agreement.

(h) Regulatory Prohibition. Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and 12 C.F.R. Part 359.

(i) Clawback. Notwithstanding any other provision of this Agreement to the contrary, in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “ Clawback Requirements ”), if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the securities laws, then the Executive will forfeit if not yet paid, any part of the Total Supplemental Retirement Benefit Amount that is considered to be “incentive-based compensation” (as defined under the Clawback Requirements) received during the three-year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement as determined by the Company in accordance with the Clawback Requirements and any policy adopted by the Company pursuant to the Clawback Requirements, and if the accounting restatement covers any part of the period before the Vesting Date, then the minimum Supplemental Retirement Benefit amounts set forth in Section 1(b) will not apply, and the Supplemental Retirement Benefit amounts will be determined pursuant to the formulae set forth in Section 1(b), taking into consideration any change to the amount of Compensation resulting from the accounting restatement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.


FINANCIAL INSTITUTIONS, INC.


By:	/s/ Martin K. Birmingham	/s/ Kevin B. Klotzbach
	Martin K. Birmingham	Kevin B. Klotzbach
	Chief Executive Officer

EXHIBIT A

RELEASE OF ALL CLAIMS

This Release of All Claims (this “ Release ”) is made and entered into as of ______________________, by Kevin B. Klotzbach (the “ Executive ”), for the benefit of Financial Institutions, Inc., a bank holding company chartered under the laws of the State of New York (the “ Company ”).

RECITALS

WHEREAS, the parties have mutually agreed upon the terms and conditions of that certain Supplemental Executive Retirement Agreement, by and between the Company and the Executive, dated May ___, 2018 (the “ Agreement ”), the entirety of which is hereby incorporated by reference herein;

NOW, THEREFORE, in exchange for the supplemental retirement benefits to be provided to the Executive by the Company under the Agreement, the Executive hereby waives and releases the Company from any and all claims that the Executive may have as follows:

1. The Executive agrees that he is releasing and waiving his right to bring any legal claim of any nature against the Company, and that he is releasing and waiving any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the Executive’s termination of employment. This Release is intended to be interpreted in the broadest possible manner to include all actual or potential legal claims that the Executive may have against the Company, except as expressly provided otherwise in Paragraph 6 below.

2. Specifically, the Executive agrees to fully and forever give up all of his legal rights and claims against the Company, including future legal rights and claims, whether or not presently known to him, that are based on events occurring before he signs this Release. The Executive agrees that the legal rights and claims he is hereby waiving include, but are not limited to, all rights and claims under, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (the “ ADEA ”), the Older Workers Benefit Protection Act of 1990 (“ OWBPA ”), the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act of 2008 (“ GINA ”), the Equal Pay Act of 1963, the Sarbanes-Oxley Act of 2002, the New York Human Rights Law, and any similar federal, state, or local statute, regulation, order, or common law. The Executive specifically agrees that he is releasing claims of discrimination based upon age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability, genetic predisposition or carrier status, and other legally protected categories.

3. Further, the Executive specifically acknowledges that he is knowingly and voluntarily waiving and releasing any rights that he may have under the ADEA, and the consideration given for this Release, as provided in the Agreement, is in addition to anything of value to which the Executive is already entitled. The Executive also acknowledges that he has been advised of the following with respect to the waiver of such ADEA claims: (a) this Release does not apply to any rights or claims that may arise after the date that the Executive signs this Release; (b) the Executive has been advised that he should consult with an attorney prior to signing this

Release (although he may voluntarily not do so); (c) the Executive has 21 days from the date that he receives this Release in connection with his te r mination from employment to consider this Release (although he may voluntarily sign it earlier); (d) the Executive has seven days following the date he signs this Release to revoke this Release by providing written notice of revocation to the Company as provided in Paragraph 11 below; and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after the date that this Release is signed by the Executive, as provided by Paragraph 11 below.

4. The Executive also agrees that the legal rights and claims he is giving up include his rights under, as amended, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974 (“ ERISA ”), the federal Worker Adjustment and Retraining Notification Act of 1989 (“ WARN ”), the New York Worker Adjustment and Retraining Notification Act (“ NY WARN ”), the New York Labor Law (except unemployment insurance and minimum wage claims), the New York Business Corporation Law, and any similar federal, state, or local statute, regulation, or order. The Executive agrees that the legal rights and claims that he is giving up include all common law rights and claims, such as a breach of express or implied contract, tort (whether negligent or intentional), wrongful discharge, constructive discharge, infliction of emotional distress, defamation, promissory estoppel, and any claim for fraud, omission, or misrepresentation. The Executive also agrees that he is giving up and forever releasing any right that he may have to attorneys’ fees for any of the rights and claims described in this Release.

5. The Executive agrees that this Release applies not only to the Company, but also to the Company’s predecessors, successors and their past, current and future parents, subsidiaries, affiliates, related entities, joint ventures, and all of their members, shareholders, officers, directors, agents, attorneys, executives, partners, employees, insurers, and assigns.

6. The claims that the Executive is giving up and releasing do not include (a) his vested rights, if any, under any qualified retirement plan or other benefit plans in which he may participate, or (b) his COBRA, unemployment insurance and workers’ compensation rights, if any. Nothing in this Release shall be construed to constitute a waiver of: (1) any claims that the Executive may have against the Company that arise from events that occur after the date that he signs this Release; (2) the Executive’s right to file an administrative charge with any governmental agency alleging employment discrimination or challenging the validity of this Release; (3) the Executive’s right to participate in any administrative or court investigation, hearing or proceeding; (4) any non-waivable claims that the Executive may have under the Dodd-Frank Wall Street Reform and Consumer Protection Act; or (5) any other right that the Executive cannot waive as a matter of law. The Executive agrees, however, to waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint, or lawsuit filed by the Executive or on his behalf. In addition, this Release does not affect the Executive’s rights as expressly created by the Agreement and does not limit his ability to enforce the Agreement.

7. The Executive represents and warrants that, as of the date that he signs this Release, he has not filed any charge, complaint, or action against the Company in any forum. The Executive further acknowledges that this Release may be used as a complete defense in the future if he brings a lawsuit based on any claim that he has released.

8. The Executive acknowledges that he enters into this Release voluntarily and of his own free will, and that he has enough information to decide whether to sign it. The Executive further understands that if, for any reason, he believes that this Release is not entirely voluntary, or if he believes that he does not have enough information, then he should not sign this Release.

9. The Executive represents and warrants that he has been advised to consult with an attorney of his choice before signing this Release, and that he has been given sufficient time to do so.

10. The Executive acknowledges that he has 21 calendar days from the date that he receives this Release in connection with his termination from employment to execute this Release by signing and dating it in the space designated below, and returning it to the Company at the address of its principal office at such time or such other address designated by the Company for such purpose. The Executive understands that if he signs this Release prior to the expiration of the 21-day calendar period for review, he acknowledges and agrees that he is doing so willingly.

11. The Executive acknowledges that even after he accepts and executes this Release, he will have seven calendar days to revoke his acceptance. To revoke this Release, the Executive understands that he must send written notice to the Company at the following address: c/o Human Resources Five Star Bank 150 Chestnut Street 15 ^th Fl. Rochester, NY 14604. The Executive also understands that if he does not revoke his acceptance, then the 8 ^th day after the date that he signs this Release will be the effective date of this Release and he may not thereafter revoke it.

12. If any provision of this Release, including the waiver of claims under any particular statute, should be deemed unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of this Release. Also, if a court finds that this Release (or any portion of it) is illegal, void or unenforceable, the Executive agrees, promptly upon request of the Company, to execute a second release that is legal and enforceable, without further consideration, payments or compensation.

13. This Release shall be governed and construed in accordance with the laws of the State of New York.

* * * * *

iii

BY SIGNING THIS RELEASE, THE EXECUTIVE ACKNOWLEDGES THAT HE WAS PROVIDED WITH 21 DAYS TO CONSIDER THIS RELEASE AND HAD THE OPPORTUNITY TO REVIEW THIS RELEASE CAREFULLY WITH AN ATTORNEY OF HIS CHOICE. THE EXECUTIVE HAS READ THIS RELEASE, UNDERSTANDS ITS TERMS, AND VOLUNTARILY AGREES TO THEM.


Dated:
				Kevin B. Klotzbach


State of			)
County of			) ss:

On this

____ day of _____________, 20___, before me personally came Kevin B. Klotzbach , to me known and known to me to be the individual described herein and who executed the foregoing instrument, and the above-named person acknowledged to me that said person executed the same.

Notary Public

EXHIBIT B

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

BENEFICIARY DESIGNATION

In accordance with the terms of the Supplemental Executive Retirement Agreement by and between Financial Institutions, Inc., and me (the “ Agreement ”), I, hereby designate the following as the beneficiary of any and all benefits payable under the Agreement by reason of my death. Subject to the provisions of the Agreement, this Beneficiary Designation shall remain in effect unless specifically revoked by me in writing.

Primary Beneficiaries

If one or more primary beneficiaries, as designated, predecease me, the remaining primary beneficiaries living at my death shall share solely or equally, as applicable, in the benefits under the Agreement which would otherwise have been payable to such deceased primary beneficiaries. If there are no primary beneficiaries living at my death, please see secondary beneficiary election below.


Full Name of Primary Beneficiary	Relationship to Me	Percentage Share

Secondary Beneficiaries ( to take effect if no primary beneficiary survives me )

If one or more secondary beneficiaries, as designated, predecease me, the remaining secondary beneficiaries living at my death shall share solely or equally, as applicable, in the benefits payable under the Agreement which would otherwise have been payable to such deceased secondary beneficiaries.


Full Name of Primary Beneficiary	Relationship to Me	Percentage Share

I hereby revoke all prior Beneficiary Designations, if any, made by me with respect to my benefits under the Agreement. I hereby confirm the information and beneficiary designations indicated above, and I understand that it is recommended that I consult with my personal financial, tax and legal advisors before completing this form.


Dated:
				Kevin B. Klotzbach

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Martin K. Birmingham, certify that:

I have reviewed this quarterly report on Form 10-Q of Financial Institutions, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2018		/s/ Martin K. Birmingham
		Martin K. Birmingham
		President and Chief Executive Officer

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin B. Klotzbach, certify that:

I have reviewed this quarterly report on Form 10-Q of Financial Institutions, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2018		/s/ Kevin B. Klotzbach
		Kevin B. Klotzbach
		Chief Financial Officer

Exhibit 32

Certification pursuant to

18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Martin K. Birmingham, President and Chief Executive Officer, and Kevin B. Klotzbach, Chief Financial Officer of Financial Institutions, Inc. (the “Company”), each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2018 and that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2018				/s/ Martin K. Birmingham
				Martin K. Birmingham
				President and Chief Executive Officer
				(Principal Executive Officer)

Date: August 8, 2018				/s/ Kevin B. Klotzbach
				Kevin B. Klotzbach
				Chief Financial Officer
				(Principal Financial Officer)

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002. A signed original of this written statement required by Section 906 has been provided to Financial Institutions, Inc. and will be retained by Financial Institutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.