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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2012

¨	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 0-15366

ALLIANCE FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

New York

16-1276885

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

120 Madison Street, 18^th Floor, Syracuse, NY 13202

(Address of principal executive offices, including zip code)

Registrant’s telephone number including area code: (315) 475-2100

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class: Common Stock, $1.00 par value per share

Name of each exchange on which registered: The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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 x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 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 x

As of June 29, 2012, the aggregate market value of the voting stock held by non-affiliates of the registrant was $148.8 million based on the closing sale price as reported on the NASDAQ Global Market.

The number of outstanding shares of our common stock, $1.00 par value per share, on March 1, 2013 was 4,776,398 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT

FOR THE YEAR ENDED

DECEMBER 31, 2012

ALLIANCE FINANCIAL CORPORATION


			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS				i

PART I

	Item 1.	Business		1
	Item 1A.	Risk Factors		7
	Item 1B.	Unresolved Staff Comments		13
	Item 2.	Properties		13
	Item 3.	Legal Proceedings		13
	Item 4.	Mine Safety Disclosures		13

PART II

	Item 5.	Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		14
	Item 6.	Selected Financial Data		16
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		38
	Item 8.	Financial Statements and Supplementary Data		39
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39
	Item 9A.	Controls and Procedures		39
	Item 9B.	Other Information		40

PART III

	Item 10.	Directors, Executive Officers and Corporate Governance		41
	Item 11.	Executive Compensation		44
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		60
	Item 13.	Certain Relationships and Related Transactions and Director Independence		63
	Item 14.	Principal Accountant Fees and Services		64

PART IV

	Item 15.	Exhibits and Financial Statement Schedules		65

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to shareholders and in other communications by us. This Annual Report on Form 10-K contains “forward-looking statements” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, statements of our goals, intentions and expectations, statements regarding our business plans and prospects and growth and operating strategies, estimates of our risks, and future costs and benefits that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

•

changes in the interest rate environment that reduce margins;

•

changes in the regulatory environment;

•

the highly competitive industry and market area in which we operate;

•

general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

•

changes in business conditions and inflation;

•

changes in credit market conditions;

•

changes in the securities markets which affect investment management revenues;

•

increases in Federal Deposit Insurance Corporation (“FDIC”) deposit insurance premiums and assessments could adversely affect our financial condition;

•

changes in technology used in the banking business;

•

the soundness of other financial services institutions which may adversely affect our credit risk;

•

certain of our intangible assets may become impaired in the future;

•

our controls and procedures may fail or be circumvented;

•

new line of business or new products and services which may subject us to additional risks;

•

changes in key management personnel which may adversely impact our operations;

•

the effect on our operations of recent legislative and regulatory initiatives that were or may be enacted in response to the ongoing financial crisis;

•

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

•

risks related to the merger with NBT Bancorp Inc. as described in Item 1A “Risk Factors” in this Annual Report on Form 10-K; and

•

other factors detailed from time to time in our Securities and Exchange Commission (“SEC”) filings.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Unless the context indicates otherwise, all references in this Annual Report on Form 10-K to “Alliance” “we,” “us,” “our company,” “corporation” and “our” refer to Alliance Financial Corporation and its subsidiaries Alliance Bank, N.A., our wholly owned bank subsidiary (the “Bank”) and Alliance Agency Inc.

PART I

Item 1. Business

General

Alliance Financial Corporation is a New York corporation and a registered financial holding company formed on November 25, 1998 as a result of the merger of Cortland First Financial Corporation and Oneida Valley Bancshares, Inc. Alliance is the holding company of Alliance Bank, N.A. which was formed as the result of the merger of First National Bank of Cortland and Oneida Valley National Bank in 1999.

We provide financial services from 29 retail branches and customer service facilities in the New York counties of Cortland, Madison, Oneida, Onondaga, Oswego, and from a Trust Administration Center in Buffalo, NY. Our primary services include commercial, retail and municipal banking, consumer finance, mortgage financing and servicing, trust and investment management services. The Bank has a substantially wholly owned subsidiary, Alliance Preferred Funding Corp., which is engaged in residential real estate activity, and a wholly owned subsidiary, Alliance Leasing, Inc.

Our corporate and administrative offices are located on the 18^th Floor, AXA Tower II, 120 Madison St., Syracuse, New York. Banking services are provided at the administrative offices as well as at Alliance’s 29 customer service facilities.

We formed Alliance Financial Capital Trust I and Alliance Financial Capital Trust II (collectively “Capital Trusts”) for the purpose of issuing corporation-obligated mandatorily redeemable capital securities to third-party investors and investing the proceeds from the sale of such capital securities solely in junior subordinated debt securities of Alliance.

At December 31, 2012, we had 331 full-time equivalent employees. Our employees are not represented by any collective bargaining group. We consider our employee relations to be good.

The Bank is a member of the Federal Reserve System and the Federal Home Loan Bank System, and its deposits are insured by the Federal Deposit Insurance Corporation up to applicable limits.

Pending Merger

On October 8, 2012, we reported that we entered into a definitive merger agreement (“Merger Agreement’) with NBT Bancorp Inc. (“NBT”). Under the terms of the Merger Agreement, NBT will acquire us for approximately $233.4 million based on the 5-day average closing price of NBT’s common stock for the period ended October 5, 2012, and we will merge with and into NBT, with NBT being the surviving corporation (the “Merger”). Immediately following the Merger, the Bank will be merged with and into NBT’s subsidiary bank, NBT Bank, N.A. (“NBT Bank”) and NBT Bank will continue as the surviving bank. Merger related expenses in non-interest expense totaled $3.4 million in 2012 and included $2.7 million for professional fees and $676,000 for personnel related accrual for estimated retention awards. The NBT stockholders voted to approve the Merger Agreement on March 5, 2013, and our shareholders voted to approve the Merger Agreement on March 7, 2013. The Merger is scheduled to be completed on March 8, 2013.

Services

We offer full-service banking with a broad range of financial products to meet the needs of our commercial, retail, government, and investment management customers. Depository account services include interest and non-interest-bearing checking accounts, money market accounts, savings accounts, time deposit accounts, and individual retirement accounts. Our lending activities include the making of residential and commercial mortgage loans, business lines of credit, working capital facilities and business term loans, as well as installment loans, home equity loans, and personal lines of credit to individuals. Investment management and trust services include personal trust, employee benefit trust, investment management, custodial, and financial planning. Through UVEST Financial Services, a subsidiary of LPL Financial Institution Services and member NASD/SIPC, we provide financial counseling and brokerage services. We also offer safe deposit boxes, wire transfers, collection services, drive-up banking facilities, 24-hour night depositories, automated teller machines, 24-hour telephone banking, and on-line internet banking.

Competition

Our business is extremely competitive. We compete not only with other commercial banks, but also with other financial institutions such as thrifts, credit unions, money market and mutual funds, insurance companies, brokerage firms, and a variety of other financial services companies.

Supervision and Regulation

The following discussion summarizes some of the laws and regulations applicable to bank holding companies and national banks and provides certain specific information relevant to Alliance. This regulatory framework is primarily intended for the protection of depositors, consumers, and the deposit insurance funds that insure bank deposits, and not for the protection of shareholders or creditors of bank holding companies and banks. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to those provisions. Moreover, Congress, regulatory agencies, and state legislatures frequently propose changes to the law and regulations affecting the banking industry. The likelihood and timing of any changes and the impact such changes might have on us are impossible to accurately predict. A change in the statutes, regulations, or regulatory policies applicable to us or our subsidiaries may have a material adverse effect on our business.

Recent Legislative and Regulatory Changes

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or “Dodd-Frank”), passed into law on July 21, 2010, is a broad-ranging financial reform law that affects numerous aspects of the U.S. financial regulatory system. It calls for over 200 rulemakings by numerous federal agencies, some of which have begun to issue rules. However, numerous rules have yet to be proposed or finalized. The Dodd-Frank Act covers subject matter including, but not limited to, systemic risk, corporate governance, executive compensation, credit rating agencies, capital and derivatives. Many of Dodd-Frank’s effects will not be known for months or years to come, pending, for instance, the issuance of final regulations implementing all of its provisions.

The Dodd-Frank Act also created a Bureau of Consumer Financial Protection (“CFPB”) as an independent bureau of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The CFPB has the authority to write regulations on consumer financial products and services that will apply to depository institutions and many other entities that provide consumer financial products and services. The CFPB began operations on July 21, 2011.

Bank Holding Company Regulation

General

Alliance is a bank holding company registered under the Bank Holding Company Act of 1956 and, as such, is subject to supervision, regulation and examination by the Federal Reserve Board. The Bank Holding Company Act and other federal laws and regulations subject bank holding companies to restrictions on the types of activities in which they may engage, as well as to a supervisory regime that provides for possible regulatory enforcement actions for violations of laws and regulations. Alliance elected to also become a financial holding company on June 21, 2006. A bank holding company that also qualifies as a financial holding company can expand into a wide variety of services that are deemed by the Federal Reserve Board to be financial in nature, including securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting; and merchant banking. In order for a bank holding company to qualify for, and retain, financial holding company status, the holding company must be deemed to be “well managed” and “well capitalized” and each one of the bank holding company’s subsidiary depository institutions must be deemed “well capitalized” and “well managed” by regulators and must have received at least a “Satisfactory” rating on its last Community Reinvestment Act (“CRA”) examination.

The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before it may acquire all or substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if after such acquisition it would own or control, directly or indirectly, more than 5% of any class of voting shares of such bank. In approving bank acquisitions by bank holding companies, the Federal Reserve Board is required to consider factors including, among others, the financial and managerial resources and future prospects of the bank holding company and the banks concerned; the convenience and needs of the

communities to be served; and competitive factors. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank or bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. In addition, any entity is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of our outstanding common stock, or otherwise obtaining control or a “controlling influence” over us.

The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and their nonbanking subsidiaries that represent unsafe or unsound practices or which constitute violations of laws or regulations, and can bring enforcement actions, including the assessment of civil money penalties, for certain violations or practices.

Under Federal Reserve Board regulations, a bank holding company is expected to act as a source of financial and managerial strength to each of its banking subsidiaries and to commit resources to their support. The Federal Reserve Board may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank when required. Any capital loans by Alliance to its subsidiary bank would be subordinate in right of payment to depositors and to certain other indebtedness of the subsidiary bank.

Our ability to pay dividends to our shareholders is primarily dependent on the ability of the Bank to pay dividends to Alliance. The ability of both Alliance and the Bank to pay dividends is limited by federal statutes, regulations and policies. For example, it is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the holding company’s expected future needs and financial condition. The policy provides that holding companies should not maintain a level of cash dividends that undermines the holding company’s ability to serve as a source of strength to its banking subsidiaries.

Furthermore, the Bank must obtain the prior approval of the Office of the Comptroller of the Currency (“OCC”) for the payment of dividends if the total of all dividends declared in any calendar year would exceed the sum of the Bank’s net profits, as defined by applicable regulations, for that year, combined with its retained net profits for the preceding two calendar years, less any required transfers to surplus. Federal law also prohibits the Bank from paying a dividend in an amount greater than its undivided profits after deducting statutory bad debt in excess of the Bank’s allowance for loan losses, as defined by applicable regulations.

Capital Adequacy Guidelines for Bank Holding Companies

The Federal Reserve Board has established risk-based capital guidelines that are applicable to bank holding companies. The guidelines apply on a consolidated basis and require bank holding companies to maintain a minimum ratio of Tier 1 capital to total assets (“leverage ratio”) of 4%. For the most highly rated bank holding companies, the minimum ratio is 3%. The Federal Reserve Board capital adequacy guidelines also require bank holding companies to maintain a minimum ratio of Tier 1 capital to risk-weighted assets of 4% and a minimum ratio of qualifying total capital to risk-weighted assets of 8%. Any bank holding company whose capital does not meet the minimum capital adequacy guidelines is considered to be undercapitalized, and is required to submit an acceptable plan to the Federal Reserve Board for achieving capital adequacy. In addition, an undercapitalized company’s ability to pay dividends to its shareholders and expand its lines of business through the acquisition of new banking or non-banking subsidiaries also could be restricted by the Federal Reserve Board. The Federal Reserve Board may set higher minimum capital requirements for bank holding companies where circumstances warrant, such as companies anticipating significant growth or facing unusual risks. The sum of Tier 1 capital and Tier 2 capital is “total risk-based capital.” Alliance’s Tier 1 and total risk-based capital ratios as of December 31, 2012 were 14.48% and 15.43%, respectively. In addition, the Federal Reserve Board has established a minimum leverage ratio of Tier 1 capital to total assets (“Tier 1 leverage ratio”) of 3.00% for the bank holding companies with the highest supervisory ratings. All other bank holding companies are required to maintain a Tier 1 leverage ratio of at least 4.00%. Alliance’s Tier 1 leverage ratio as of December 31, 2012 was 9.37%. The guidelines also provide that banking organizations with supervisory, financial, operational, or managerial weaknesses, as well as organizations that are anticipating or experiencing internal growth, are expected to maintain capital ratios well above the minimum supervisory levels.

On March 1, 2005 the Federal Reserve Board issued a final rule allowing the continued inclusion of trust preferred securities in the Tier 1 capital of bank holding companies within certain limits. At December 31, 2012, Alliance’s trust preferred securities comprised 20% of the sum of Alliance’s Tier 1 capital. However, pursuant to the Dodd-Frank Act, the ability of bank holding companies to continue to include trust preferred securities in Tier 1 capital

will be limited in the future. Under Section 171 of the Dodd-Frank Act, the Federal Reserve must promulgate regulations implementing capital requirements for bank holding companies with assets greater than $500 million that are no less stringent than those applicable to insured depository institutions. Since depository institutions may not count trust preferred securities in Tier 1 capital (but may count them in Tier 2 capital), bank holding companies with over $500 million in assets will no longer be able to do so. Thus, trust preferred securities issued on or after May 19, 2010 may no longer be counted in Tier 1 capital of bank holding companies with over $500 million in assets. Trust preferred securities issued before May 19, 2010 by bank holding companies with assets of less than $15 billion as of year-end 2009 may continue to be included in Tier 1 capital until their original maturity. However, in its proposed capital rules, the Federal Reserve Board included a provision requiring bank holding companies with assets of less than $15 billion to phase-out the inclusion of trust preferred securities over a 10-year period. This rule is still pending. Alliance’s trust preferred securities are scheduled to mature in 2034 and 2036.

Transactions with Affiliates

The Bank’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve Board’s Regulation W. In general, these transactions must be on terms that are at least as favorable to the Bank as comparable transactions with non-affiliates. In addition, certain types of these transactions are restricted to an aggregate percentage of the Bank’s capital. Collateral in specified amounts must usually be provided by affiliates in order to receive loans from the Bank.

Loans to Insiders

The Bank’s authority to extend credit to its directors, executive officers and principal shareholders, as well as to entities controlled by such persons (collectively, “insiders”), is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions require that extensions of credit to insiders: (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital. In addition, extensions for credit in excess of established limits must be approved by the Bank’s Board of Directors.

Bank Regulation

As a national bank, the Bank is subject to primary supervision, regulation, and examination by the OCC. The Bank must file periodic reports with the OCC concerning its activities and financial condition, and must obtain regulatory approval to enter into certain transactions or conduct certain activities. Like other federal banking regulators, the OCC has broad authority to examine and supervise the Bank and to evaluate the Bank’s compliance with applicable laws, regulations and guidance. The OCC may initiate enforcement actions to sanction, remedy, or prevent unsafe or unsound banking practices, breaches of fiduciary duty, and/or violations of law.

The Bank is subject to a wide variety of statutes and regulations that significantly affect its business and activities. Such statutes and regulations include those relating to capital requirements, allowable investments, underwriting of loans, reserves against deposits, trust activities, mergers and consolidations, payment of dividends, establishment of branches and certain other facilities, limitations on loans to one borrower and loans to affiliated persons, and numerous other aspects of the business of banks. Additionally, bank holding companies and their affiliates are prohibited from tying the provision of certain services, such as extensions of credit, to other services offered by a holding company or its affiliates.

Consumer Compliance

The Bank is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. These laws and regulations include, among others, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Fair Credit Reporting Act, provisions of the Gramm-Leach-Bliley Act of 1999 relating to privacy and safeguarding of consumer information, the Equal Credit Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, and the Real Estate Settlement Procedures Act. These laws and regulations mandate certain disclosures and, in certain cases, restrict the terms on which the Bank may offer products and services to consumers.

Community Reinvestment

Additionally, the Bank is subject to the Community Reinvestment Act of 1977 (“CRA”) and the regulations issued thereunder, which are intended to encourage banks to help meet the credit needs of their service area, including low-to-moderate-income (“LMI”) neighborhoods, consistent with safe and sound operations. The CRA also provides for regulatory assessment of a bank’s record in meeting the needs of its service area when considering applications regarding establishing branches, mergers or other bank or branch acquisitions. In the case of a bank holding company, the CRA performance record of the banks involved in the transaction are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other bank holding company. An unsatisfactory record can substantially delay or block the transaction. The Bank received a rating of “Satisfactory” at its last CRA exam.

Anti-money Laundering

Alliance and the Bank are also subject to the Bank Secrecy Act, as amended by the USA PATRIOT Act, which gives the federal government powers to address money laundering and terrorist threats through enhanced domestic security measures, expanded surveillance powers, and mandatory transaction reporting obligations. For example, the Bank Secrecy Act imposes an affirmative obligation on the Bank to report currency transactions that exceed certain thresholds and to report other transactions determined to be suspicious. Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among financial institutions, bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act. Among other provisions, the USA PATRIOT Act and the related regulations require banks operating in the United States to supplement and enhance the anti-money laundering compliance programs, due diligence policies and controls required by the Bank Secrecy Act and Office of Foreign Assets Control regulations to ensure the detection and reporting of money laundering.

The Bank has in place a comprehensive program to ensure compliance with these requirements. In 2012, the Bank engaged in a very limited number of transactions of any kind with foreign financial institutions or foreign persons.

Capital and Prompt Corrective Action

Under the Prompt Corrective Action (“PCA”) provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), federal banking regulators are required to take “prompt corrective action” regarding depository institutions that do not meet certain minimum capital requirements. The PCA provisions impose progressively more restrictive constraints on banks as their capital levels decline. The PCA provisions identify the following capital categories for financial institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” Rules adopted by the federal banking agencies implementing PCA provide that an institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater, and the institution is not subject to an order, written agreement, capital directive, or PCA directive to meet and maintain a specific level for any capital measure. Additionally, under FDIC regulations, no FDIC-insured bank can accept brokered deposits unless it is well capitalized, or is adequately capitalized and receives a waiver from the FDIC. In addition, these regulations prohibit any bank that is not well capitalized from paying an interest rate on brokered deposits above certain levels.

At December 31, 2012, the Bank was in the “well capitalized” category.

Insurance of Deposits

The deposits of the Bank are insured up to the applicable limits established by law and are subject to the deposit insurance premium assessments of the Deposit Insurance Fund (“DIF”). Under Dodd-Frank, the standard deposit insurance amount has been permanently increased to $250,000. The FDIC currently maintains a risk-based assessment system under which assessment rates vary based on the level of risk posed by the institution to the DIF.

In February 2011, the FDIC adopted a final rule making certain changes to the deposit insurance assessment system, many of which were made as a result of provisions of the Dodd-Frank Act. The final rule also revised the assessment rate schedule effective April 1, 2011, and adopted additional rate schedules that will go into effect when the DIF reserve ratio reaches various milestones. The final rule changed the deposit insurance assessment system from one that is based on domestic deposits to one that is based on average consolidated total assets minus average

tangible equity. In addition, the rule will suspend FDIC dividend payments if the DIF reserve ratio exceeds 1.5 percent at the end of any year but provides for decreasing assessment rates when the DIF reserve ratio reaches certain thresholds.

In calculating assessment rates, the rule adopts a new “scorecard” assessment scheme for insured depository institutions with $10 billion or more in assets. It retains the risk category system for insured depository institutions with less than $10 billion in assets, assigning each institution to one of four risk categories based upon the institution’s capital evaluation and supervisory evaluation, as defined by the rule.

Monetary and Fiscal Policies

The earnings of Alliance are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve Board. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are open-market operations in U.S. government securities and federal funds, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. These instruments of monetary policy are used in varying combinations to influence the overall level of bank loans, investments and deposits, and the interest rates charged on loans and paid for deposits. The Federal Reserve Board frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates and to affect the strength of the economy, the level of inflation or the price of the dollar in foreign exchange markets. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banking institutions in the past and are expected to continue to do so in the future. It is not possible to predict the nature of future changes in monetary and fiscal policies, or the effect that they may have on Alliance’s business and earnings.

The Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) also imposes numerous requirements designed to address corporate and accounting fraud. Sarbanes-Oxley requires chief executive officers and chief financial officers, or their equivalent, to certify the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement. In addition, under Sarbanes-Oxley, legal counsel is required to report evidence of a material violation of the securities laws or a breach of fiduciary duty by a company to the chief executive officer or chief financial officer, and, if such officer does not appropriately respond, to report such evidence to the audit committee or other similar committee of the Board of Directors or the Board itself. Executives are also prohibited from insider trading during retirement plan “blackout” periods, and loans to company executives are restricted.

Available Information

We file annual reports, quarterly reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Alliance, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov.

We also make available, free of charge through our website (www.alliancebankna.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnishes it to, the SEC.

Item 1A. Risk Factors

There are risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors. If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected.

Risks Related to Our Business

We Are Subject to Interest Rate Risk

Our earnings and cash flows are largely dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic and credit market conditions and policies of various governmental and regulatory agencies, particularly the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could not only influence the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but could also affect (i) our ability to originate loans and obtain deposits, (ii) the fair value of our financial assets and liabilities, and (iii) the average duration of our mortgage-backed securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates earned on loans and other investments, our net interest income, and therefore our earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates earned on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations.

See the section captioned “Net Interest Income” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A, Quantitative and Qualitative Disclosure About Market Risk located elsewhere in this report for further discussion related to our management of interest rate risk.

We Are Subject to Lending Risk

There are inherent risks associated with our lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic or credit market conditions in the markets where we operate as well as the State of New York and the United States. Increases in interest rates and/or weakening economic or credit market conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. We are also subject to various laws and regulations that affect our lending activities. Failure to comply with applicable laws and regulations could subject us to regulatory enforcement action that could result in the assessment of significant civil money penalties against us.

As of December 31, 2012, approximately 33% of our loan and lease portfolio consisted of commercial loans and leases net of unearned income. These types of loans are generally viewed as having more risk of default than conventional residential real estate loans or most consumer loans. Commercial loans are also typically larger than residential real estate loans and consumer loans. Because our loan portfolio contains a significant number of commercial loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans. An increase in nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for credit losses and an increase in loan charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.

See the section captioned “Loans and Leases” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to commercial loans and leases.

Our Allowance for Credit Losses May Be Insufficient

We maintain an allowance for credit losses, which is a reserve established through a provision for credit losses charged to expense, that represents management’s best estimate of probable losses incurred within the existing portfolio of loans and leases. The allowance is necessary to provide for estimated credit losses and risks inherent in the loan and lease portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan and lease portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan and lease portfolio. The determination of the appropriate level of the allowance for credit losses inherently involves a significant degree of subjectivity and requires us to make estimates of current credit risks, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for credit losses. In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for credit losses, we will need additional provisions to increase the allowance for credit losses. These increases in the allowance for credit losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our financial condition and results of operations.

See the section captioned “Asset Quality and the Allowance for Credit Losses” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to our process for determining the appropriate level of the allowance for credit losses.

Our Profitability Depends Significantly on Economic Conditions in Upstate New York

Our profitability depends significantly on the general economic conditions of Upstate New York and the specific local markets in which we operate. Unlike larger national or other regional banks that are more geographically diversified, we provide banking and financial services to customers primarily in the Upstate New York counties of Cortland, Erie, Madison, Oneida, Onondaga, Oswego and nearby counties. The local economic conditions in these areas have a significant impact on the demand for our products and services as well as the ability of our customers to repay loans, the value of the collateral securing loans and the stability of our deposit funding sources. A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, changes in securities or credit markets or other factors could impact these local economic conditions and, in turn, have a material adverse effect on our financial condition and results of operations.

We Operate in a Highly Competitive Industry and Market Area

We face substantial competition in all areas of our operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets where we operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. Our ability to compete successfully depends on a number of factors, including, among other things:

•

The ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe and sound practices.

•

The ability to maintain high asset quality.

•

The ability to expand our market position.

•

The scope, relevance and pricing of products and services offered to meet customer needs and demands.

•

The rate at which we introduce new products and services relative to our competitors.

•

Customer satisfaction with our level of service.

•

Industry and general economic trends.

•

Our ability to upgrade and acquire technology and information systems to support the sales and service of deposit and loan products.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.

We Are Subject to Extensive Government Regulation and Supervision

We are subject to extensive federal regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for areas warranting changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties, private lawsuits, and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

See the section captioned “Supervision and Regulation” in Item 1. Business, which is located elsewhere in this report, for further discussion.

Compliance with the Dodd-Frank Act Will Increase Our Regulatory Compliance Burdens, and May Increase Our Operating Costs and/or Adversely Impact Our Earnings and/or Capital Ratios

On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry. Among other things, the Dodd-Frank Act creates a new federal CFPB, tightens capital standards, imposes clearing and margining requirements on many derivatives activities, and generally increases oversight and regulation of financial institutions and financial activities.

The CFPB began operations on July 21, 2011. It has broad authority to write regulations regarding consumer financial products and services. These regulations will apply to numerous types of entities, including insured depository institutions such as the Bank, and mortgage servicing providers. It is impossible to predict at this time the content or number of such regulations.

The Dodd-Frank Act also requires depository institution holding companies with assets greater than $500 million to be subject to capital requirements at least as stringent as those applicable to insured depository institutions, meaning, for instance, that such holding companies will no longer be able to count trust preferred securities issued on or after May 19, 2010 as Tier 1 capital. The Dodd-Frank Act permits holding companies with total consolidated assets of less than $15 billion to continue to count securities, including trust preferred securities, issued before May 19, 2010 in Tier 1 capital if the securities qualified as Tier 1 capital on that date for the remaining life of the security. However, in its proposed capital rules, the Federal Reserve Board included a provision requiring bank holding companies with assets of less than $15 billion to phase-out the inclusion of trust preferred securities over a 10-year period. Holding companies with total consolidated assets of $15 billion or greater will be required to phase out existing trust preferred and other non-qualifying securities from Tier 1 capital over a 3-year period beginning on January 1, 2013. Moreover, agreements among bank regulators across the world (including the United States) known as the Basel III capital accord also call for the removal of trust preferred securities from Tier 1 capital, encourage more reliance on common equity as the main component of capital, and call for increased levels of capital. Rules implementing Basel III have been proposed in the United States and are still pending.

In addition to the self-implementing provisions of the statute, the Dodd-Frank Act calls for over 200 administrative rulemakings by various federal agencies to implement various parts of the legislation. While some rules have been

finalized and/or issued in proposed form, many have yet to be proposed. It is impossible to predict when all such additional rules will be issued or finalized, and what the content of such rules will be. We will have to apply resources to ensure that we are in compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings.

The Dodd-Frank Act and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and/or our ability to conduct business.

We Cannot Predict the Effect On Our Operations of Any Future Legislative or Regulatory Initiatives

We cannot predict what, if any, additional legislative or regulatory initiatives any governmental entity may undertake in the future, and what, if any, effects such initiatives may have on our operations. The U.S. federal and state governments and many foreign governments have taken or are considering extraordinary actions in response to the worldwide financial crisis and the severe decline in the global economy.

There can be no assurance that the enactment or adoption of any such initiative will be effective at dealing with the ongoing economic crisis or will have the effect of improving economic conditions globally, nationally or in our markets, or that any such initiative will not have adverse consequences to us.

A Change to the Conservatorship of Fannie Mae and Freddie Mac and Related Actions, Along with Any Changes in Laws and Regulations Affecting the Relationship Between Fannie Mae and Freddie Mac and the U.S. Federal Government, Could Adversely Affect Our Business

There continues to be substantial uncertainty regarding the future of GSEs Fannie Mae and Freddie Mac, including whether they both will continue to exist in their current form. We sell the majority of our residential mortgages to Fannie Mae, Freddie Mac, and the Federal Home Loan Bank. Our ability to sell our residential mortgages into the secondary market is an important part of our overall interest rate risk, liquidity risk and capital management strategies.

Due to increased market concerns about the ability of Fannie Mae and Freddie Mac to withstand future credit losses associated with securities on which they provide guarantees and loans held in their investment portfolios without the direct support of the U.S. federal government, in September 2008, the Federal Housing Finance Agency (the “FHFA”) placed Fannie Mae and Freddie Mac into conservatorship and, together with the U.S. Treasury, established a program designed to boost investor confidence in Fannie Mae and Freddie Mac by supporting the availability of mortgage financing and protecting taxpayers. The U.S. government program includes contracts between the U.S. Treasury and each of Fannie Mae and Freddie Mac that seek to ensure that each GSE maintains a positive net worth by providing for the provision of cash by the U.S. Treasury to Fannie Mae and Freddie Mac if FHFA determines that its liabilities exceed its assets. Although the U.S. government has described some specific steps that it intends to take as part of the conservatorship process, efforts to stabilize these entities may not be successful and the outcome and impact of these events remain highly uncertain.

Future legislation could further change the relationship between Fannie Mae and Freddie Mac and the U.S. government, could change their business charters or structure, or could nationalize or eliminate such entities entirely. We cannot predict whether, or when, any such legislation may be enacted.

The Soundness of Other Financial Services Institutions May Adversely Affect Our Credit Risk

We rely on other financial services institutions through trading, clearing, counterparty, and other relationships. We maintain limits and monitor concentration levels of our counterparties as specified in our internal policies. Our reliance on other financial services institutions exposes us to credit risk in the event of default by these institutions or counterparties. These losses could adversely affect our results of operations and financial condition.

Certain of Our Intangible Assets May Become Impaired in the Future

Intangible assets are tested for impairment on a periodic basis. Impairment testing incorporates the current market price of our common stock, the estimated fair value of our assets and liabilities, and certain information of similar companies. It is possible that future impairment testing could result in a decline in value of our intangibles which may be less than the carrying value, which may adversely affect our financial condition. If we determine that an impairment exists at a given point in time, our earnings and the book value of the related intangibles will be reduced by the amount of the impairment. Notwithstanding the foregoing, the results of impairment testing on our intangible assets have no impact on our tangible book value or regulatory capital levels.

Our Controls and Procedures May Fail or Be Circumvented

Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition.

New Lines of Business or New Products and Services May Subject Us to Additional Risks

From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

We Rely on Dividends from the Bank for Most of Our Revenue

We receive substantially all of our revenue from dividends from the Bank. These dividends are the principal source of funds to pay dividends on our common stock and interest and principal on our debt. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to us. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to us, we may not be able to service debt, pay obligations or pay dividends on our common stock.

The inability to receive dividends from the Bank could have a material adverse effect on our business, financial condition and results of operations. See the section captioned “Supervision and Regulation” in Item 1. Business and Note 16 – Dividends and Restrictions in the notes to consolidated financial statements included elsewhere in this report.

We May Not Be Able to Attract and Retain Skilled People

Our success depends, in large part, on our ability to attract and retain key human resource talent. Competition for the best employees in most activities and functions we are engaged in can be intense and we may not be able to hire employees or to retain them. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

Our Information Systems May Experience an Interruption or Breach in Security

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny and/or enforcement actions, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

We Continually Encounter Technological Changes

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological enhancements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Our Articles of Incorporation, By-Laws and Shareholder Rights Plan As Well As Certain Banking Laws May Have an Anti-Takeover Effect

Provisions of our articles of incorporation and by-laws, federal banking laws, including regulatory approval requirements, and our stock purchase rights plan could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.

Risks Related to the Merger with NBT Bancorp Inc.

After the merger is completed, our shareholders will become NBT stockholders and will have different rights that may be less advantageous than their current rights.

Upon completion of the merger, our shareholders will become NBT stockholders. Differences in our certificate of incorporation and bylaws and NBT’s certificate of incorporation and bylaws will result in changes to the rights of our shareholders who become NBT stockholders.

Our shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

Our shareholders currently have the right to vote in the election of our board of directors and on various other matters affecting our company. After the merger, our shareholders will hold a percentage ownership of the combined organization that is much smaller than such shareholder’s current percentage ownership of Alliance. Accordingly, our shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of our company.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We conduct business in Upstate New York through 29 banking offices and 2 administrative centers. We lease our corporate headquarters located in Syracuse, NY. Eleven banking offices and one of the administrative centers are subject to leases and/or long-term land leases. The remaining banking offices and administrative center are owned.

Item 3. Legal Proceedings

We are subject to various claims, legal proceedings and matters that arise in the ordinary course of business. In management’s opinion, no pending action, if adversely decided, would materially affect our financial condition. See Note 15 to our consolidated financial statements included elsewhere in this report for additional information.

In connection with the proposed merger with NBT, three plaintiffs filed purported class action lawsuits against Alliance, Alliance’s directors and NBT. All three purported class actions were brought in the Supreme Court of the State of New York, in the County of Onondaga, or the Court, and are captioned Oughterson v. Alliance Financial Corporation, et al. (No. 2012EF73, filed October 11, 2012), Stanard v. Alliance Financial Corporation, et al. (No. 2012EF75, filed October 22, 2012) and The Wire Family Trust of 1997 v. Alliance Financial Corporation et al. (No. 2012-5950, filed November 1, 2012). By Order dated December 10, 2012, the three cases were consolidated by the Court into a single action. The lawsuits allege that the Alliance directors breached their fiduciary duties to Alliance’s shareholders by seeking to sell Alliance through an allegedly unfair process and for an unfair price and on unfair terms, by soliciting shareholder approval of the proposed transaction through a Form S-4 that was alleged to be materially misleading, and that Alliance and NBT aided and abetted that breach. The lawsuits seek, among other things, equitable relief that would enjoin the merger, damages, and attorneys’ fees and costs. The plaintiffs also seek rescission of the merger (to the extent it has already been completed at the time that the court grants any relief). The parties have reached an agreement in principle to settle these cases and entered into a memorandum of understanding on January 15, 2013. As part of this memorandum of understanding, NBT and Alliance have agreed to disclose additional information in this joint proxy statement/prospectus, including information about matters discussed between the parties during the process of negotiating the merger, as well as information about the data that was analyzed and presented to the Alliance board of directors by its financial advisor. No substantive terms of the merger agreement will be modified as part of this settlement. The settlement is subject to review and approval by the Court.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Common Stock Data

Our common stock is listed on the NASDAQ Global Market under the symbol “ALNC.” There were 842 shareholders of record as of December 31, 2012. The following table presents the high and low sales price during the periods indicated, as well as dividends declared.


	2012						2011
	High		Low		Dividend Declared		High		Low		Dividend Declared
1st Quarter	$	32.85	$	28.55	$	0.31	$	33.89	$	29.50	$	0.30
2nd Quarter	$	34.46	$	29.26	$	0.31	$	33.44	$	27.34	$	0.30
3rd Quarter	$	41.85	$	33.06	$	0.32	$	32.83	$	26.37	$	0.31
4th Quarter	$	46.39	$	38.95	$	0.32	$	32.93	$	27.62	$	0.31

Dividends

We have historically paid regular quarterly cash dividends on our common stock, and the Board of Directors presently intends to continue the payment of regular quarterly cash dividends, subject to the need for those funds for debt service and other purposes. However, because substantially all of the funds available for the payment of dividends are derived from the Bank, future dividends will depend upon the earnings of the Bank, its financial condition and its need for funds. Furthermore, there are a number of federal banking policies and regulations that restrict our ability to pay dividends. In particular, because the Bank is a depository institution whose deposits are insured by the FDIC, it may not pay dividends or distribute capital assets if it is in default on any assessment due the FDIC. Also, as a national bank, the Bank is subject to OCC regulations which impose certain minimum capital requirements that would affect the amount of cash available for distribution to us. In addition, under Federal Reserve policy, we are required to maintain adequate regulatory capital, are expected to serve as a source of financial strength to the Bank and to commit resources to support the Bank. These policies and regulations may have the effect of reducing the amount of dividends that we can declare to our shareholders.

Under the Merger Agreement, Alliance has agreed that, until the effective time of the merger or the termination of the merger agreement, Alliance and its subsidiaries will not, except as expressly permitted by the merger agreement or with the prior written consent of NBT (which consent NBT will not unreasonably withhold) declare or pay any dividend or other distribution on its capital stock other than: (a) dividends paid by wholly owned subsidiaries to Alliance or any other wholly owned subsidiary of Alliance; or (b) regular quarterly cash dividends not to exceed the rate paid during the fiscal quarter immediately preceding the date of the merger agreement.

Sales of Unregistered Securities and Purchases of Equity Securities

There were no sales by us of unregistered securities during the year ended December 31, 2012. There were no purchases made by or on behalf of us of our common stock during the fourth quarter of 2012.

Stock Performance Graph

The graph below matches our cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Russell 3000 index and the SNL Bank NASDAQ index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from 12/31/2007 to 12/31/2012.

LOGO


	*Period Ending*
*Index*	12/31/07		12/31/08		12/31/09		12/31/10		12/31/11		12/31/12
Alliance Financial Corporation		100.00		95.31		113.82		141.00		140.09		204.45
SNL Bank NASDAQ		100.00		72.62		58.91		69.51		61.67		73.51
Russell 3000		100.00		62.69		80.46		94.08		95.05		110.65

Item 6. Selected Financial Data

The summary information presented below at or for each of the years presented is derived in part from our consolidated financial statements. The following information is only a summary, and you should read it in conjunction with our consolidated financial statements and notes beginning on page F-1.


	Year ended December 31,
	2012		2011		2010		2009		2008
	(In thousands)
Selected Financial Condition Data
Total assets	$	1,406,357	$	1,409,090	$	1,454,622	$	1,417,244	$	1,367,358
Loans & leases, net of unearned income		928,094		872,721		898,537		914,162		910,755
Allowance for credit losses		8,571		10,769		10,683		9,414		9,161
Securities available-for-sale		336,493		374,306		414,410		362,158		310,993
Goodwill		30,844		30,844		30,844		32,073		32,073
Intangible assets, net		6,827		7,694		8,638		10,075		11,528
Deposits		1,094,993		1,083,065		1,134,598		1,075,671		937,882
Borrowings		121,169		136,310		142,792		172,707		238,972
Junior subordinated obligations		28,774		25,774		25,774		25,774		25,774
Shareholders’ equity		146,945		143,997		133,131		123,935		144,481
Common shareholders’ equity		146,945		143,997		133,131		123,935		117,563
Investment assets under management (Market value, not included in total assets)	$	881,326	$	827,504	$	829,426	$	786,302	$	726,019


	Year ended December 31,
	2012			2011			2010			2009			2008
	(In thousands, except share and per share data)
Selected Operating Data
Interest income	$	48,251		$	55,759		$	60,342		$	63,962		$	67,964
Interest expense		8,805			12,459			16,053			20,581			30,267

Net interest income		39,446			43,300			44,289			43,381			37,697
Provision for credit losses		(300	)		1,910			4,085			6,100			5,502
Net interest income after provision for credit losses		39,746			41,390			40,204			37,281			32,195
Non-interest income		18,851			20,002			20,505			20,811			20,360

Total operating income		58,597			61,392			60,709			58,092			52,555

Non-interest expense		46,442			43,581			44,480			43,208			39,378

Income before taxes		12,155			17,811			16,229			14,884			13,177
Income tax expense		2,967			4,514			4,605			3,436			2,820

Net income	$	9,188		$	13,297		$	11,624		$	11,448		$	10,357
Dividends and accretion of discount on preferred stock		—			—			—			1,084			47

Net income available to common shareholders	$	9,188		$	13,297		$	11,624		$	10,364		$	10,310


Stock and Per Share Data
Basic earnings per common share	$	1.92		$	2.80		$	2.49		$	2.25		$	2.23
Diluted earnings per common share	$	1.92		$	2.80		$	2.48		$	2.24		$	2.21
Basic weighted average common shares outstanding		4,701,687			4,670,052			4,619,718			4,514,268			4,542,957
Diluted weighted average common shares outstanding		4,701,687			4,675,212			4,640,096			4,543,069			4,565,709
Cash dividends declared	$	1.26		$	1.22		$	1.16		$	1.08		$	1.00
Dividend payout ratio⁽¹⁾		65.6	%		43.6	%		46.8	%		48.2	%		44.6	%
Common book value	$	30.73		$	30.19		$	28.15		$	26.86		$	25.67
Tangible common book value⁽²⁾	$	22.85		$	22.11		$	19.80		$	17.72		$	16.15


	Year ended December 31,
	2012			2011			2010			2009			2008
Selected Financial and Other Data⁽³⁾

Performance Ratios
Return on average assets		0.65	%		0.92	%		0.81	%		0.81	%		0.78	%
Return on average equity		6.40	%		9.88	%		9.17	%		8.68	%		8.77	%
Return on average common equity		6.40	%		9.88	%		9.17	%		8.46	%		8.80	%
Return on average tangible common equity		8.71	%		13.91	%		13.64	%		13.02	%		14.19	%
Non-interest income to total income⁽⁴⁾		32.34	%		30.10	%		30.44	%		30.06	%		34.86	%
Efficiency ratio⁽⁵⁾		79.66	%		70.35	%		69.86	%		69.66	%		68.04	%

Rate/Yield Information
Yield on interest-earning assets (tax equivalent)		3.89	%		4.37	%		4.78	%		5.15	%		5.88	%
Cost of interest-bearing liabilities		0.83	%		1.11	%		1.42	%		1.85	%		2.87	%
Net interest rate spread		3.06	%		3.26	%		3.36	%		3.30	%		3.01	%
Net interest margin (tax equivalent)⁽⁶⁾		3.21	%		3.43	%		3.55	%		3.55	%		3.35	%


	At or for the Year ended December 31,
	2012			2011			2010			2009			2008
Asset Quality Ratios
Nonperforming loans and leases to total loans and leases		0.52	%		1.30	%		0.95	%		0.94	%		0.49	%
Nonperforming assets to total assets		0.39	%		0.84	%		0.63	%		0.64	%		0.38	%
Allowance for credit losses to nonperforming loans and leases		178.4	%		95.4	%		125.8	%		109.7	%		204.6	%
Allowance for credit losses to total loans and leases		0.93	%		1.24	%		1.19	%		1.03	%		1.01	%
Net charge-offs to average loans and leases		0.21	%		0.21	%		0.31	%		0.63	%		0.53	%

Equity Ratios
Total common shareholders’ equity to total assets		10.45	%		10.22	%		9.15	%		8.74	%		8.60	%
Tangible common equity to tangible assets⁽⁷⁾		7.98	%		7.69	%		6.62	%		5.95	%		5.59	%

Regulatory Ratios
Consolidated:
Tier 1 (core) capital		9.37	%		9.09	%		8.28	%		7.55	%		9.59	%
Tier 1 risk-based capital		14.32	%		14.72	%		13.43	%		12.07	%		14.05	%
Tier 1 risk based common capital⁽⁸⁾		11.58	%		11.81	%		10.56	%		9.22	%		11.24	%
Total risk-based capital		15.27	%		15.97	%		14.65	%		13.14	%		15.08	%
Bank:
Tier 1 (core) capital		8.91	%		8.50	%		7.72	%		7.14	%		8.97	%
Tier 1 risk-based capital		13.65	%		13.80	%		12.56	%		11.47	%		13.15	%
Total risk-based capital		14.60	%		15.05	%		13.79	%		12.55	%		14.19	%

(1)	Cash dividends declared per common share divided by diluted earnings per share.

(2)	Common shareholders’ equity less goodwill and intangible assets divided by common shares outstanding.

(3)	Averages presented are daily averages.

(4)	Non-interest income (net of realized gains and losses on securities and non-recurring items) divided by the sum of net interest income and non-interest income (net of realized gains and losses on securities and non-recurring items).

(5)	Non-interest expense divided by the sum of net interest income and non-interest income (net of realized gains and losses on securities and non-recurring items).

(6)	Tax equivalent net interest income divided by average interest-earning assets.

(7)

We use certain non-GAAP U.S. generally accepted accounting principles or GAAP financial measures, such as the Tangible Common Equity to Tangible Assets ratio (TCE), to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector. We believe TCE is useful because it is a measure utilized by regulators, market analysts and investors in evaluating a company’s financial condition and capital strength. TCE, as defined by us, represents common equity less goodwill and intangible assets. The following table presents a reconciliation from our GAAP Total Equity to Total Assets ratio to the Non-GAAP Tangible Common Equity to Tangible Assets ratio (dollars in thousands):


	Year ended December 31,
	2012			2011			2010			2009			2008

Total assets	$	1,406,357		$	1,409,090		$	1,454,622		$	1,417,244		$	1,367,358
Less: Goodwill and intangible assets, net		37,671			38,538			39,482			42,148			43,601

Tangible assets (non-GAAP)		1,368,686			1,370,552			1,415,140			1,375,096			1,323,757

Total Common Equity		146,945			143,997			133,131			123,935			117,563
Less: Goodwill and intangible assets, net		37,671			38,538			39,482			42,148			43,601

Tangible Common Equity (non-GAAP)		109,274			105,459			93,649			81,787			73,962

Total Equity/Total Assets		10.45	%		10.22	%		9.15	%		8.74	%		8.60	%
Tangible Common Equity/Tangible Assets (non-GAAP)		7.98	%		7.69	%		6.62	%		5.95	%		5.59	%

(8)	Tier 1 capital excluding junior subordinated obligations issued to unconsolidated trusts divided by total risk-adjusted assets

Summarized quarterly financial information for the years ended December 31, 2012 and 2011 is as follows:


	Year ended			Three months ended
	12/31/12			12/31/12			9/30/12			6/30/12			3/31/12
				(Dollars in thousands, except share and per share data)
Total interest income	$	48,251		$	11,592		$	11,979		$	12,217		$	12,463
Total interest expense		8,805			1,946			2,025			2,212			2,622

Net interest income		39,446			9,646			9,954			10,005			9,841
Provision for credit losses		(300	)		—			—			(300	)		—
Non-interest income		18,851			5,267			4,584			4,524			4,476
Non-interest expense		46,442			12,825			11,713			11,016			10,888

Income before income taxes		12,155			2,088			2,825			3,813			3,429
Income tax expense		2,967			742			540			895			790

Net Income	$	9,188		$	1,346		$	2,285		$	2,918		$	2,639


Basic earnings per common share	$	1.92		$	0.28		$	0.48		$	0.61		$	0.55
Diluted earnings per common share	$	1.92		$	0.28		$	0.48		$	0.61		$	0.55
Basic weighted average shares outstanding		4,701,687			4,704,855			4,702,294			4,700,992			4,698,567
Diluted weighted average shares outstanding		4,701,687			4,704,855			4,702,294			4,700,992			4,698,567
Cash dividends declared per common share	$	1.26		$	0.32		$	0.32		$	0.31		$	0.31
Net interest margin (tax equivalent)		3.21	%		3.12	%		3.23	%		3.26	%		3.22	%
Return on average assets		0.65	%		0.38	%		0.64	%		0.82	%		0.74	%
Return on average equity		6.40	%		3.66	%		6.32	%		8.21	%		7.51	%
Return on average tangible common equity		8.71	%		4.93	%		8.57	%		11.22	%		10.33	%
Non-interest income to total income		32.34	%		35.32	%		31.54	%		31.14	%		31.26	%
Efficiency ratio		79.66	%		86.00	%		80.56	%		75.52	%		76.05	%


	Year ended			Three months ended
	12/31/11			12/31/11			9/30/11			6/30/11			3/31/11
				(Dollars in thousands, except share and per share data)
Total interest income	$	55,759		$	12,942		$	14,061		$	14,494		$	14,262
Total interest expense		12,459			2,928			3,064			3,188			3,279

Net interest income		43,300			10,014			10,997			11,306			10,983
Provision for credit losses		1,910			800			750			160			200
Non-interest income		20,002			5,062			5,919			4,435			4,586
Non-interest expense		43,581			10,640			11,139			10,823			10,979

Income before income taxes		17,811			3,636			5,027			4,758			4,390
Income tax expense		4,514			791			1,360			1,279			1,084

Net Income	$	13,297		$	2,845		$	3,667		$	3,479		$	3,306


Basic earnings per common share	$	2.80		$	0.60		$	0.77		$	0.73		$	0.70
Diluted earnings per common share	$	2.80		$	0.60		$	0.77		$	0.73		$	0.70
Basic weighted average shares outstanding		4,670,052			4,687,802			4,667,355			4,662,752			4,662,044
Diluted weighted average shares outstanding		4,675,212			4,689,427			4,673,908			4,670,530			4,670,674
Cash dividends declared per share	$	1.22		$	0.31		$	0.31		$	0.30		$	0.30
Net interest margin (tax equivalent)		3.43	%		3.24	%		3.48	%		3.53	%		3.44	%
Return on average assets		0.92	%		0.80	%		1.01	%		0.95	%		0.90	%
Return on average equity		9.88	%		8.19	%		10.69	%		10.45	%		10.27	%
Return on average tangible common equity		13.91	%		11.34	%		14.91	%		14.80	%		14.80	%
Non-interest income to total income		30.10	%		33.58	%		29.47	%		28.17	%		29.46	%
Efficiency ratio		70.35	%		70.58	%		71.45	%		68.76	%		70.52	%

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

2012 Highlights and Overview

Our results of operations are dependent primarily on net interest income, which is the difference between the income earned on our loans and leases and securities and our cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by the provision for credit losses, securities and loan sale activities, loan servicing activities, service charges and fees collected on our deposit accounts, income collected from trust and investment advisory services and the income earned on our investment in bank-owned life insurance. Our expenses primarily consist of salaries and employee benefits, occupancy and equipment expense, marketing expense, professional services, technology expense, amortization of intangible assets, other expense and income tax expense. Results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, inflation, government policies and the actions of regulatory authorities.

The following is a summary of key financial results for the year ended December 31, 2012:

•

Total assets were $1.4 billion and total deposits were $1.1 billion at December 31, 2012 and December 31, 2011.

•

Net income was $9.2 million in 2012, compared with $13.3 million in 2011. After-tax merger related expenses were $2.0 million in 2012.

•

Net income per diluted common share was $1.92 in 2012 compared with $2.80 in 2011. After-tax merger related expenses were $0.43 per diluted common share in 2012.

•

Net interest income was $39.4 million in 2012, compared with $43.3 million in 2011.

•

The tax-equivalent net interest margin was 3.21% in 2012 compared with 3.43% in 2011.

•

A negative provision for credit losses of $300,000 was recorded in 2012, compared with provision expense of $1.9 million in 2011.

•

Total non-performing assets were $5.5 million or 0.39% of total assets at December 31, 2012 compared with $11.8 million, or 0.84% at December 31, 2011.

•

Non-interest income, excluding securities gains, was 32.3% of total revenue in 2012 compared with 30.1% in 2011.

•

Our efficiency ratio was 79.7% in 2012 compared with 70.4% in 2011. Excluding merger related expenses, our efficiency ratio was 73.9% in 2012.

On October 8, 2012, we reported that we entered into a definitive Merger Agreement with NBT. Under the terms of the Merger Agreement, NBT will acquire us for approximately $233.4 million based on the 5-day average closing price of NBT’s common stock for the period ended October 5, 2012, and we will merge with and into NBT, with NBT being the surviving corporation (the “Merger”). Immediately following the Merger, the Bank will be merged with and into NBT’s subsidiary bank, NBT Bank and NBT Bank will continue as the surviving bank. Merger related expenses in non-interest expense totaled $3.4 million in 2012 and included $2.7 million for professional fees and $676,000 for personnel related accrual for estimated retention awards. The NBT stockholders voted to approve the Merger Agreement on March 5, 2013, and our shareholders voted to approve the Merger Agreement on March 7, 2013. The Merger is scheduled to be completed on March 8, 2013.

The following discussion is intended to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes included elsewhere in this report.

Average Balance Sheet

The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the yields and rates thereon. Interest income and yield information is adjusted for items exempt from federal income taxes and assumes a 34% tax rate. Non-accrual loans have been included in the average balances. Securities are shown at average amortized cost.


	Years ended December 31,
	2012								2011								2010
	Avg. Balance			Amt. of Interest		Avg. Yield/ Rate			Avg. Balance			Amt. of Interest		Avg. Yield/ Rate			Avg. Balance			Amt. of Interest		Avg. Yield/ Rate
	(Dollars in thousands)
Assets:
Interest-earning assets:
Federal funds sold	$	53,325		$	136		0.25	%	$	15,890		$	22		0.14	%	$	8,823		$	8		0.10	%
Taxable investment securities		266,353			6,307		2.37	%		342,781			10,470		3.04	%		314,271			10,795		3.43	%
Nontaxable investment securities		72,286			3,991		5.52	%		79,785			4,480		5.62	%		74,456			4,352		5.84	%
FHLB and FRB stock		8,067			402		4.99	%		8,842			433		4.90	%		9,005			499		5.54	%
Residential real estate loans		322,438			15,751		4.88	%		329,773			17,108		5.19	%		351,922			18,731		5.32	%
Commercial loans		133,946			5,667		4.23	%		124,464			5,414		4.35	%		105,424			4,933		4.68	%
Commercial real estate loans		128,274			6,639		5.18	%		119,407			6,454		5.41	%		104,150			6,151		5.91	%
Non-taxable commercial loans		12,161			688		5.66	%		9,197			492		5.35	%		8,639			478		5.53	%
Taxable leases (net of unearned income)		6,503			400		4.15	%		21,455			1,272		5.93	%		39,978			2,384		5.96	%
Nontaxable leases (net of unearned income)		8,884			574		6.46	%		11,685			752		6.44	%		13,908			900		6.47	%
Indirect auto loans		184,511			6,163		3.34	%		165,880			7,214		4.35	%		182,085			9,194		5.05	%
Consumer loans		88,490			3,319		3.75	%		90,621			3,594		3.97	%		91,389			3,865		4.23	%

Total interest-earning assets		1,285,238			50,037		3.89	%		1,319,780			57,705		4.37	%		1,304,050			62,290		4.78	%
Non-interest-earning assets:
Other assets		135,342								132,816								137,803
Allowance for credit losses		(9,357	)							(10,933	)							(10,370	)
Net unrealized gains on available-for-sale securities		11,732								10,532								9,610

Total	$	1,422,955							$	1,452,195							$	1,441,093


Liabilities & Shareholders’ Equity:
Demand deposits	$	153,960		$	127		0.08	%	$	147,236		$	225		0.15	%	$	141,124		$	490		0.35	%
Savings deposits		113,961			123		0.11	%		106,279			210		0.20	%		99,799			377		0.38	%
MMDA deposits		366,292			1,038		0.28	%		364,800			1,609		0.44	%		357,572			2,675		0.75	%
Time deposits		269,363			3,564		1.32	%		333,138			5,673		1.70	%		359,532			7,216		2.01	%

Total interest-bearing deposits		903,576			4,852		0.54	%		951,453			7,717		0.81	%		958,027			10,758		1.13	%
Borrowings		127,941			3,275		2.56	%		143,439			4,104		2.86	%		146,296			4,650		3.18	%
Junior subordinated obligations issued to unconsolidated subsidiary trusts		25,774			678		2.63	%		25,774			638		2.47	%		25,774			645		2.50	%

Total interest-bearing liabilities		1,057,291			8,805		0.83	%		1,120,666			12,459		1.11	%		1,130,097			16,053		1.42	%
Non-interest-bearing liabilities:
Demand deposits		205,532								181,039								167,912
Other liabilities		16,517								15,917								16,383
Shareholders’ equity		143,615								134,573								126,701

Total	$	1,422,955							$	1,452,195							$	1,441,093

Net interest income (tax equivalent)				$	41,232							$	45,246							$	46,237

Net interest rate spread							3.06	%							3.26	%							3.36	%
Net interest margin (tax equivalent)							3.21	%							3.43	%							3.55	%
Federal tax exemption on nontaxable investment securities, loans and leases included in interest income					1,786								1,946								1,948

Net interest income				$	39,446							$	43,300							$	44,289

Rate/Volume Analysis

The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of interest-earning assets and interest-bearing liabilities, and from changes in rates. Volume changes are computed by multiplying the volume difference by the prior year’s rate. Rate changes are computed by multiplying the rate difference by the prior year’s volume. The change in interest due to both rate and volume has been allocated proportionally between the volume and rate variances.


	2012 Compared to 2011									2011 Compared to 2010
	Increase (decrease) due to									Increase (decrease) due to
	Volume			Rate			Net Change			Volume			Rate			Net Change
	(In thousands)
Federal funds sold	$	85		$	29		$	114		$	8		$	6		$	14
Taxable investment securities		(2,094	)		(2,069	)		(4,163	)		944			(1,269	)		(325	)
Non-taxable investment securities		(411	)		(78	)		(489	)		298			(170	)		128
FHLB and FRB stock		(39	)		8			(31	)		(9	)		(57	)		(66	)
Residential real estate loans		(368	)		(989	)		(1,357	)		(1,169	)		(454	)		(1,623	)
Commercial loans		405			(152	)		253			846			(365	)		481
Commercial real estate loans		467			(282	)		185			852			(549	)		303
Non-taxable commercial loans		166			30			196			30			(16	)		14
Taxable leases (net of unearned income)		(918	)		46			(872	)		(1,100	)		(12	)		(1,112	)
Non-taxable leases (net of unearned income)		(180	)		2			(178	)		(144	)		(4	)		(148	)
Indirect loans		750			(1,801	)		(1,051	)		(774	)		(1,206	)		(1,980	)
Consumer loans		(82	)		(193	)		(275	)		(33	)		(238	)		(271	)

Total interest-earning assets		(2,219	)		(5,449	)		(7,668	)		(251	)		(4,334	)		(4,585	)

Interest-bearing demand deposits		10			(108	)		(98	)		21			(286	)		(265	)
Savings deposits		14			(101	)		(87	)		23			(190	)		(167	)
MMDA deposits		7			(578	)		(571	)		54			(1,120	)		(1,066	)
Time deposits		(973	)		(1,136	)		(2,109	)		(498	)		(1,045	)		(1,543	)
Borrowings		(420	)		(409	)		(829	)		(89	)		(457	)		(546	)
Junior subordinated obligations issued to unconsolidated subsidiary trusts		—			40			40			—			(7	)		(7	)

Total interest-bearing liabilities		(1,362	)		(2,292	)		(3,654	)		(489	)		(3,105	)		(3,594	)

Net interest income (tax equivalent)	$	(857	)	$	(3,157	)	$	(4,014	)	$	238		$	(1,229	)	$	(991	)

Comparison of Operating Results for the Years Ended December 31, 2012 and 2011

General

Net income was $9.2 million or $1.92 per diluted common share for the year ended December 31, 2012, compared with $13.3 million or $2.80 per diluted common share in 2011. Expenses related to our pending merger with NBT totaled $2.0 million after tax or $0.43 per share in 2012. The return on average assets and return on average shareholders’ equity were 0.65% and 6.40%, respectively, in 2012, compared with 0.92% and 9.88%, respectively, in 2011.

Net interest income decreased $3.9 million in 2012 compared with 2011 due to the continuing pressure on our net interest margin caused by the exceptionally low interest rate environment.

Net Interest Income

Net interest income totaled $39.4 million in 2012, which was a decrease of $3.9 million or 8.9% compared with $43.3 million in 2011. The decrease in net-interest income resulted from a decline in the net interest margin and a slight decrease in average interest-earning assets in 2012.

Average interest-earning assets were $1.3 billion in 2012, which was a decrease of $34.5 million compared with 2011. An $85.8 million decrease in securities was partially offset by a $12.7 million increase in loans and leases.

The tax-equivalent net interest margin was 3.21% in 2012, compared with 3.43% in 2011. The tax-equivalent yield on interest-earning assets decreased 48 basis points in 2012 compared with 2011, which was partially offset by a 28 basis point decrease in our cost of interest-bearing liabilities over the same period. The tax-equivalent yield on our interest-earning assets was 3.89% in 2012, compared with 4.37% in 2011. Our cost of interest-bearing liabilities was 0.83% in 2012, compared with 1.11% in 2011.

Since December 2008, the Federal Reserve has maintained its target fed funds rate between zero and 0.25%, and has carried out a number of policy actions designed to lower long-term interest rates. These monetary policy actions, along with volatility in equity markets, weak economic conditions and federal government economic stimulus efforts, among other factors, have caused yields on U.S. Treasury securities to drop to exceptionally low levels throughout much of the past four years. This persistently low interest rate environment has caused an ongoing decline over the past four years in the returns on our interest-earning assets, consistent with much of the financial industry. As a result the tax-equivalent yield on our securities portfolio decreased 50 basis points in 2012 compared to 2011. The yield on our commercial loans, residential loans and consumer (including indirect) loans decreased 15 basis points, 31 basis points and 74 basis points, respectively, in 2012 compared to 2011.

The cost of our interest-bearing liabilities decreased in 2012 compared to 2011 due to a combination of the low interest rate environment, our deposit pricing strategies and a deposit mix that remains heavily weighted in low-cost interest-bearing transaction accounts (demand, savings and money market) whose rates can be immediately changed at our discretion. However, we have not been able to reduce our cost of our interest-bearing liabilities sufficient to offset our declining asset yields in recent quarters due to the absolute low levels of our deposit rates. The average cost of money market and time deposits dropped 16 basis points and 38 basis points, respectively in 2012 compared to 2011. Average interest-bearing transaction accounts comprised 70.2% of total average interest-bearing deposits in 2012, compared to 65.0% in 2011. We also reduced our cost of borrowings by 30 basis points in 2012 compared to 2011 primarily through a restructuring of FHLB advances totaling $50.0 million in June 2012. The restructurings resulted in prepayment penalties of $2.1 million, which are being amortized as an adjustment to interest expense over the remaining term of the restructured debt in accordance with U.S. generally accepted accounting principles. The restructuring had the effect of extending the maturities of the restructured borrowings by 3.3 years and lowering the annual average effective cost by 148 basis points.

Our liability mix remained favorably weighted towards transaction accounts (including non-interest bearing demand deposits) in 2012 as retail and municipal depositors continue to refrain from investing funds in time accounts at very low, yet competitive rates, and also because of the buildup of cash on corporate customers’ balance sheets. The aggregate average balance of transaction accounts was $839.7 million or 75.7% of total deposits in 2012, compared with $799.4 million or 70.6% in 2011. Average time account balances in 2012 were $269.4 million or 24.3% of total average deposits, compared with $333.1 million or 29.4% in 2011. Our ability to gather and retain transaction deposits in recent years has been greatly enhanced by our strong financial position and earnings performance, enhanced product offerings including upgraded treasury management and internet banking platforms, and a high positive awareness of our brand. Environmental factors such as equity market volatility and risk aversion among retail investors have also played a role in the growth in our transaction accounts.

Our tax-equivalent net interest margin declined in recent quarters as decreases in the cost of our interest-bearing liabilities did not keep pace with declines in the yield on our interest-earning assets. The declining trend in our net interest margin that we have experienced in recent quarters is likely to continue in coming quarters as the persistently low interest rate environment continues to negatively affect the return on our loan and investment portfolios, while our ability to further reduce our funding costs is limited. The pressure on our net interest margin along with weak economic conditions, uneven loan demand and competition may result in further declines in net interest income in coming quarters.

Non-Interest Income

Our non-interest income is comprised of service charges on deposits, fees from investment management and brokerage services, mortgage banking operations that include gains from sales and income from servicing, and other recurring operating income fees from normal banking operations, along with non-core components that primarily consist of net gains or losses from sales of investment securities.

The following table sets forth certain information on non-interest income for the years indicated:


	Years ended December 31,
	2012		2011		Change
	(In thousands)
Investment management income	$	7,603	$	7,746	$	(143	)	(1.8	)%
Service charges on deposit accounts		4,277		4,463		(186	)	(4.2	)%
Card-related fees		2,772		2,701		71		2.6	%
Income from bank-owned life insurance		1,258		1,018		240		23.6	%
Gain on sale of loans		1,809		1,283		526		41.0	%
Gains on sale of securities available-for-sale		—		1,325		(1,325	)	(100.0	)%
Other non-interest income		1,132		1,466		(334	)	(22.8	)%

Total non-interest income	$	18,851	$	20,002	$	(1,151	)	(5.8	)%

Non-interest income was $18.9 million in 2012, compared with $20.0 million in 2011. We did not sell securities in 2012 and therefore gains on sales of investment securities decreased $1.3 million compared with 2011. The increase in income from bank-owned life insurance resulted from the settlement of a policy on a former employee in 2012. Gains on the sale of loans increased $526,000 compared with 2011 due to a combination of higher volumes of mortgages originated and sold in 2012 along with higher premiums on mortgages sold.

Non-interest income (excluding gains on securities sales) accounted for 32.3% of total revenue in 2012, compared with 30.1% in 2011.

Non-Interest Expenses

The following table sets forth certain information on non-interest expenses for the years indicated:


	Years ended December 31
	2012		2011		Change
	(In thousands)
Salaries and employee benefits	$	23,631	$	21,902	$	1,729		7.9	%
Occupancy and equipment expenses		7,066		7,283		(217	)	(3.0	)%
Communication expense		623		599		24		4.0	%
Office supplies and postage expense		1,182		1,142		40		3.5	%
Marketing expense		772		898		(126	)	(14.0	)%
Amortization of intangible assets		867		944		(77	)	(8.2	)%
Professional fees		5,372		3,087		2,285		74.0	%
FDIC insurance premium		866		1,061		(195	)	(18.4	)%
Other non-interest expense		6,063		6,665		(602	)	(9.0	)%

Total non-interest expenses	$	46,442	$	43,581	$	2,861		6.6	%

Non-interest expenses were $46.4 million in 2012, compared with $43.6 million in 2011. Merger related expenses totaled $3.4 million in 2012 and included $2.7 million for professional fees and $676,000 for employee related accruals for estimated retention awards.

Our efficiency ratio was 79.7% in 2012, compared with 70.4% in 2011. Excluding merger related expenses and other non-recurring items, the efficiency ratio was 73.9% in 2012.

Income Tax Expense

Our effective tax rate was 24.4% in 2012, compared with 25.3% in 2011. The decrease in our effective tax rate from 2011 was due to a higher level of tax-exempt income as a percentage to total taxable income.

Comparison of Operating Results for the Years Ended December 31, 2011 and 2010

General

Net income was $13.3 million for the year ended December 31, 2011, compared with $11.6 million in 2010. Net income available to common shareholders was $13.3 million or $2.80 per diluted share in 2011, compared with $11.6 million or $2.48 per diluted share in 2010.

Net Interest Income

Net interest income totaled $43.3 million in 2011, a decrease of $989,000 or 2.2% compared with $44.3 million in 2010. The decrease in net interest income resulted from a decline in the net interest margin partially offset by an increase in average interest-earning assets.

Average interest-earning assets increased $14.4 million in 2011 compared with 2010, with a $33.8 million increase in securities offsetting a $25.0 million decrease in loans and leases. The tax equivalent net interest margin was 3.43% in 2011 compared with 3.55% in 2010. The tax-equivalent yield on interest-earning assets decreased 40 basis points in 2011 compared with 2010, which was partially offset by a 31 basis point decrease in our cost of interest-bearing liabilities over the same period. The tax-equivalent yield on our interest-earning assets was 4.37% in 2011, compared to 4.78% in 2010. Our cost of interest-bearing liabilities was 1.11% in 2011, compared with 1.42% in 2010.

The low interest rate environment of the last few years has resulted in declining yields for all of our interest- earning asset, consistent with much of the financial industry. Yields on our securities portfolio and on our commercial loans and consumer loans were most affected in 2011 by the low interest rate environment. The tax-equivalent yield on our securities portfolio decreased 38 basis points in 2011 compared with 2010. The yield on our commercial loans and consumer (including indirect) loans decreased 42 basis points and 56 basis points, respectively, in 2011.

Changes in our asset mix also contributed to the decline in the interest-earning assets yield in 2011, as securities comprised a larger portion of our earning assets in 2011 as compared to 2010 due to difficulty in growing our loan portfolio as the result of weak economic and credit market conditions and the decision to sell many of our fixed rate residential mortgage originations for interest rate risk management purposes. The yields on the securities we hold are typically lower than the yields on our loans and leases. Securities comprised 32.0% of average interest-earning assets in 2011, compared with 29.8% in 2010.

The cost of our interest-bearing liabilities decreased 31 basis points in 2011 due to a combination of the low interest rate environment, our deposit pricing strategies and a favorable change in the mix of our interest-bearing liabilities, with lower-cost interest-bearing transaction accounts (savings, demand and money market) comprising a larger portion of our interest-bearing liabilities in 2011 compared to 2010. The average balance of interest-bearing transaction accounts increased $19.8 million or 3.3% in 2011 and totaled $618.3 million or 65.0% of total interest-bearing deposits in 2011, compared with $598.5 million or 62.5% of average interest-bearing deposits in 2011.

Our liability mix remained favorably weighted toward transaction accounts in 2011 as we continued to focus on increasing our transaction account balances and as we refrained from offering premium rates on time accounts. The aggregate average balance of transaction accounts (including non-interest bearing demand deposits) was $799.4 million in 2011, which was an increase of $32.9 million or 4.3% from the aggregate average balances of $766.4 million in 2010. Average transaction account balances comprised 70.6% of total average deposits in 2011, compared with 68.1% in 2010. Average time account balances in 2011 were $333.1 million or 29.4% of total average deposits, compared with $359.5 million or 31.9% in 2010.

Non-Interest Income

The following table sets forth certain information on non-interest income for the years indicated:


	Years ended December 31,
	2011		2010		Change
			(In thousands)
Investment management income	$	7,746	$	7,316	$	430		5.9	%
Service charges on deposit accounts		4,463		4,509		(46	)	(1.0	)%
Card-related fees		2,701		2,563		138		5.4	%
Insurance agency income		—		1,283		(1,283	)	(100.0	)
Income from bank-owned life insurance		1,018		1,058		(40	)	(3.8	)%
Gain on sale of loans		1,283		1,394		(111	)	(8.0	)%
Gains on sale of securities available-for-sale		1,325		308		1,017		330.2	%
Other non-interest income		1,466		2,074		(608	)	(29.3	)%

Total non-interest income	$	20,002	$	20,505	$	(503	)	(2.5	)%

Non-interest income decreased $503,000 or 2.5% to $20.0 million in 2011. Investment management income increased $430,000 or 5.9% in 2011 primarily as a result of the impact of changes in equity and debt markets on the value of assets under management. Insurance agency income decreased $1.3 million due to the sale of our insurance agency operations in December 2010. The elimination of the operating expenses associated with our insurance

agency substantially offset the revenue decline in 2011. Gains on the sale of securities available-for-sale increased to $1.3 million in 2011 compared with $308,000 in 2010 due to increased sales activity in 2011. Other non-interest income decreased $608,000 in 2011 compared with 2010 due primarily to the gain of $815,000 recognized on the sale of the insurance agency in 2010.

Non-interest income (excluding securities gains and the gain on the sale of the insurance agency) comprised 30.1% of total revenue in 2011 compared with 30.41% in 2010.

Non-Interest Expenses

The following table sets forth certain information on operating expenses for the years indicated:


	Years ended December 31
	2011		2010		Change
			(In thousands)
Salaries and employee benefits	$	21,902	$	22,319	$	(417	)	(1.9	)%
Occupancy and equipment expenses		7,283		7,375		(92	)	(1.2	)%
Communication expense		599		664		(65	)	(9.8	)%
Office supplies and postage expense		1,142		1,158		(16	)	(1.4	)%
Marketing expense		898		1,068		(170	)	(15.9	)%
Amortization of intangible assets		944		1,127		(183	)	(16.2	)%
Professional fees		3,087		3,250		(163	)	(5.0	)%
FDIC insurance premium		1,061		1,601		(540	)	(33.7	)%
Other non-interest expense		6,665		5,918		747		12.6	%

Total non-interest expenses	$	43,581	$	44,480	$	(899	)	(2.0	)%

Non-interest expenses decreased $899,000 or 2.0% to $43.6 million in 2011. Salaries and benefits expense decreased $417,000 or 1.9% due to discontinuation of salaries and benefits for the insurance agency’s employees in 2011. FDIC insurance expense decreased $540,000 or 33.7% in 2011 compared with 2010 primarily due to the change implemented by the FDIC in the basis for calculating insurance premiums Other non-interest expense increased $747,000 or 12.6% in 2011 compared with 2010 due primarily to the $555,000 write-down of vacant bank-owned property recorded in the third quarter of 2011.

Our efficiency ratio was 70.3% in 2011 compared with 69.9% in 2010.

Income Tax Expense

Our effective tax rate (excluding the gain and related tax on the sale of the insurance agency) was 25.3% in 2011 and 24.6% in 2010.

Comparison of Financial Condition at December 31, 2012 and December 31, 2011

General

Total assets were $1.4 billion at December 31, 2012, which was nearly unchanged from the end of 2011. Loans and leases (net of unearned income) were $928.1 million at the end of 2012, representing growth of $55.4 million from the end of 2011. The growth in our loan portfolio was funded primarily through cash generated from amortization and maturities of investment securities, which decreased $37.8 million in 2012.

Securities

The securities portfolio is designed to provide a favorable total return utilizing low-risk, high-quality securities while at the same time assisting in meeting the liquidity needs of our loan and deposit operations, and supporting our interest rate risk objectives. Our securities portfolio is predominately comprised of investment grade mortgage-backed securities, securities issued by U.S. government sponsored corporations and municipal securities. We classify the majority of our securities as available-for-sale. We do not engage in securities trading or derivatives activities in carrying out our investment strategies.

The following table sets forth the amortized cost and market value for our available-for-sale securities portfolio:


	At December 31,
	2012				2011				2010
	Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value
	(In thousands)
Securities available for sale:
Debt securities:
U.S. Treasury obligations	$	15,147	$	15,148	$	—	$	—	$	—	$	—
Obligations of U.S. government-sponsored corporations		—		—		3,134		3,190		4,020		4,186
Obligations of states and political subdivisions		66,479		71,230		77,541		82,299		77,246		78,212
Mortgage-backed securities - residential		241,482		246,982		279,393		285,706		324,294		329,010

Total debt securities		323,108		333,360		360,068		371,195		405,560		411,408

Stock investments:
Equity securities		—		—		—		—		1,852		1,995
Mutual funds		3,000		3,133		3,000		3,111		1,000		1,007

Total stock investments		3,000		3,133		3,000		3,111		2,852		3,002

Total available for sale		326,108		336,493		363,068		374,306		408,412		414,410
Net unrealized gains on available-for-sale securities		10,385				11,238				5,998

Total carrying value	$	336,493			$	374,306			$	414,410

Investment securities totaled $336.5 million at December 31, 2012, compared with $374.3 million at December 31, 2011. Our portfolio is comprised entirely of investment grade securities, the majority of which are rated “AAA” by one or more of the nationally recognized rating agencies. The breakdown of the securities portfolio at December 31, 2012 was 73.4% government-sponsored entity guaranteed mortgage-backed securities, 21.2% municipal securities and 4.5% obligations of U.S. government-sponsored corporations. Mortgage-backed securities, which totaled $247.0 million at December 31, 2012, are comprised primarily of pass-through securities backed by conventional residential mortgages and guaranteed by Fannie-Mae, Freddie-Mac or Ginnie Mae, which in turn are backed by the U.S. government. Our municipal securities portfolio, which totaled $71.2 million at the end of 2012, is primarily comprised of highly rated general obligation bonds issued by local municipalities in New York State.

We had net unrealized gains of approximately $10.4 million in our securities portfolio at December 31, 2012, compared with net unrealized gains of $11.2 million at December 31, 2011.

In the first quarter of 2013, we sold mortgage-backed securities with an aggregate carrying value of $70.4 million, and recognized $1.6 million of gains before taxes. The securities sold had an aggregate par value of $66.8 million, a weighted average maturity of 2.7 years, a weighted average coupon of 3.94%, and a weighted average yield of 1.75%. The proceeds were reinvested in similar government-guaranteed mortgage-backed securities with a weighted average maturity of 4.7 years, a weighted average coupon of 1.48% and a weighted average yield of 1.51%. The purpose of the sale and reinvestment transactions was to reduce our exposure to higher coupon securities and the associated risk that an increase in prepayments on the underlying mortgage loans could negatively impact the value of these securities.

The following table sets forth as of December 31, 2012, the maturities and the weighted-average yields of our debt securities, which have been calculated on the basis of the amortized cost, weighted for scheduled maturity of each security, and adjusted to a fully tax-equivalent basis (in thousands):


	At December 31, 2012
	Amount Maturing Within One Year or Less			Amount Maturing After One Year but Within Five Years			Amount Maturing After Five Years but Within Ten Years			Amount Maturing After Ten Years			Total Amortized Cost

U.S. Treasury obligations	$	15,147			—			—			—		$	15,147
Obligations of states and political subdivisions		5,808			24,783			29,392			6,496			66,479
Mortgage-backed securities		77,811			126,687			26,970			10,014			241,482

Total debt securities available-for-sale	$	98,766		$	151,470		$	56,362		$	16,510		$	323,108

Weighted average yield at year end ⁽¹⁾		2.10	%		2.72	%		3.54	%		3.63	%		2.72	%

(1)

Weighted average yields on the tax-exempt obligations have been computed on a fully tax-equivalent basis assuming a marginal federal tax rate of 34%. These yields are an arithmetic computation of interest income divided by average balance and may differ from the yield to maturity, which considers the time value of money.

Loans and Leases

The loan and lease portfolio is the largest component of our interest-earning assets and it generates the largest portion of our interest income. We provide a full range of credit products through our branch network and through our commercial lending line of business. Consistent with our focus on providing community banking services, we generally do not attempt to diversify geographically by making a significant amount of loans to borrowers outside of our primary service area. Loans are primarily generated internally and the majority of our lending activity takes place in the New York State counties of Cortland, Madison, Onondaga, Oneida, Oswego and nearby counties. In addition, we originate indirect auto loans in the western counties of New York State. In connection with our ongoing strategic planning and balance sheet management processes, Alliance Leasing, Inc. ceased origination of new transactions in the third quarter of 2008. The operations of Alliance Leasing are currently limited to servicing the existing lease portfolio.

Total loans and leases, net of unearned income and deferred costs, were $928.1 million at December 31, 2012, compared with $872.7 million at December 31, 2011. Loan origination volumes in 2012 increased $106.6 million, or 42%, to $361.9 million, compared with $255.3 million in 2011 on increased demand in each of our commercial, residential mortgage and indirect lending businesses.

Residential mortgages outstanding increased $12.2 million to $329.0 million at the end of 2012. Originations of residential mortgages totaled $151.2 million in 2012, compared with $107.5 million in 2011. We retained in portfolio approximately $68.5 million of the 2012 originations that were bi-weekly payment mortgages or monthly payment mortgages with maturities of 15 years or less.

Commercial loans and mortgages increased $19.0 million in 2012 and totaled $297.3 million at December 31, 2012. Originations of commercial loans and mortgages in 2012 (excluding lines of credit) totaled $76.5 million, compared with $75.9 million in 2011.

Leases (net of unearned income) decreased $15.4 million in 2012 as a result of our previously announced decision to cease new lease originations.

Indirect auto loan balances were $199.3 million at the end of 2012, which was an increase of $40.5 million from the end of 2011. We originated $129.6 million of indirect auto loans in 2012, compared with $68.8 million in 2011. The increase in originations in 2012 is attributable to a change in the rate structure designed to increase our market share without lowering our underwriting standards, along with the implementation of an electronic application system. We originate auto loans through a network of reputable, well-established automobile dealers located in central and western New York. Applications received through our indirect lending program are subject to the same comprehensive underwriting criteria and procedures as employed in its direct lending programs.

The following table sets forth the composition of our loan and lease portfolio at the dates indicated:


	At December 31,
	2012						2011						2010						2009						2008
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
Residential real estate	$	329,009			35.6	%	$	316,823			36.4	%	$	334,967			37.4	%	$	356,906			39.2	%	$	314,039			34.6	%
Commercial loans		155,512			16.8	%		151,420			17.4	%		133,787			14.9	%		111,243			12.2	%		118,756			13.1	%
Commercial real estate		141,760			15.4	%		126,863			14.6	%		116,066			13.0	%		96,753			10.7	%		95,559			10.5	%
Leases, net of unearned income		10,247			1.1	%		25,636			3.0	%		42,466			4.8	%		68,224			7.5	%		104,655			11.6	%
Indirect auto loans		199,284			21.6	%		158,813			18.3	%		176,125			19.7	%		184,947			20.3	%		182,807			20.2	%
Other consumer loans		87,572			9.5	%		89,776			10.3	%		91,619			10.2	%		92,022			10.1	%		90,906			10.0	%

		923,384			100.0	%		869,331			100.0	%		895,030			100.0	%		910,095			100.0	%		906,722			100.0	%

Net deferred loan costs		4,710						3,390						3,507						4,067						4,033

Total loans and leases		928,094						872,721						898,537						914,162						910,755
Allowance for credit losses and lease losses		(8,571	)					(10,769	)					(10,683	)					(9,414	)					(9,161	)

Net loans and leases	$	919,523					$	861,952					$	887,854					$	904,748					$	901,594

The following table shows the amount of loans and leases outstanding as of December 31, 2012, which, based on remaining scheduled payments of principal, are due in the periods indicated:


	Maturing within one year or less		Maturing after one but within five years		Maturing after five but within ten years		Maturing after ten years		Total
	(In thousands)
Residential real estate	$	13,866	$	60,225	$	73,387	$	181,531	$	329,009
Commercial loans and commercial real estate		75,473		128,017		60,537		33,245		297,272
Leases, net of unearned income		2,456		5,090		2,701		—		10,247
Indirect auto loans		58,421		138,081		2,572		210		199,284
Other consumer loans		18,653		41,657		24,107		3,155		87,572

Total loans and leases, net of unearned income	$	168,869	$	373,070	$	163,304	$	218,141	$	923,384

The following table sets forth the sensitivity to changes in interest rates as of December 31, 2012:


	Fixed Rate		Variable Rate		Total
	(In thousands)
Due after one year, but within five years	$	287,290	$	85,780	$	373,070
Due after five years		307,555		73,890		381,445

Asset Quality and the Allowance for Credit Losses

The following table summarizes delinquent loans and leases grouped by the number of days delinquent at the dates indicated:


Delinquent loans and leases	December 31, 2012					December 31, 2011
	$		%⁽¹⁾			$		%⁽¹⁾
	(Dollars in thousands)
30 days past due	$	6,280		0.68	%	$	5,202		0.60	%
60 days past due		1,116		0.12	%		584		0.06	%
90 days past due and still accruing		35		—			—		—
Non-accrual		4,769		0.52	%		11,287		1.30	%

Total	$	12,200		1.32	%	$	17,073		1.96	%

(1)	As a percentage of total loans and leases, excluding deferred costs

The following table represents information concerning the aggregate amount of nonperforming assets:


	December 31,
	2012			2011			2010			2009			2008
	(In thousands)
Non-accrual loans and leases:
Residential real estate	$	2,533		$	3,062		$	3,543		$	2,843		$	1,506
Commercial loans and commercial real estate		939			7,452			3,296			4,013			1,997
Leases		676			107			697			1,418			595
Indirect auto		226			293			212			109			101
Consumer		395			373			726			199			153

Total non-accrual loans and leases		4,769			11,287			8,474			8,582			4,352

Accruing loans and leases past due 90 days or more		35			—			19			—			126

Total nonperforming loans		4,804			11,287			8,493			8,582			4,478
Other real estate owned and other repossessed assets		725			485			652			445			657

Total nonperforming assets	$	5,529		$	11,772		$	9,145		$	9,027		$	5,135

Restructured loans not included in above	$	3,029		$	1,653		$	1,131		$	110		$	—
Total nonperforming loans and leases to total loans and leases		0.52	%		1.30	%		0.95	%		0.94	%		0.49	%
Total nonperforming assets to total assets		0.39	%		0.84	%		0.63	%		0.64	%		0.38	%
Allowance for credit losses to nonperforming loans and leases		178.4	%		95.4	%		125.8	%		109.7	%		204.6	%
Allowance for credit losses to total loans and leases		0.93	%		1.24	%		1.19	%		1.03	%		1.01	%

Delinquent loans and leases (including non-performing) totaled $12.2 million at December 31, 2012, compared with $17.1 million at December 31, 2011. Non-performing assets, defined as non-accruing loans and leases plus loans and leases 90 days or more past due, along with other real estate owned and repossessed assets, were $5.5 million or 0.39% of total assets at December 31, 2012, compared with $11.8 million or 0.84% of total assets at December 31, 2011. The decline in non-performing assets in 2012 resulted primarily from non-accrual loans returning to accrual status as a result of satisfactory payment performance, charge-offs and pay-offs of non-performing loans.

Included in nonperforming assets at the end of 2012 are non-performing loans and leases totaling $4.8 million, compared with $11.3 million at December 31, 2011. Conventional residential mortgages comprised $2.5 million (43 loans) or 52.7% of non-performing loans and leases, and commercial loans and mortgages totaled $938,000 (16 loans) or 19.5% of non-performing loans and leases at the end of 2012.

The economy in our market area is a relatively stable, slow growth economy, with few conditions that give rise to boom and bust cycles. The housing market generally does not exhibit significant volatility and is not significantly impacted by speculative influences. These external factors, combined with our disciplined credit culture and consistently sound underwriting guidelines, are the primary reasons that our levels of delinquent loans and nonperforming assets have remained relatively low in recent years despite significant industry-wide asset quality issues.

As a recurring part of our portfolio management program, we have identified approximately $9.3 million in potential problem loans at December 31, 2012, as compared with $10.2 million at December 31, 2011. The average balance of identified potential problem loans was $301,000 and $237,000 at December 31, 2012 and December 31, 2011, respectively. Potential problem loans are loans that are currently performing, but where the borrower’s operating performance or other relevant factors could result in potential credit problems, and are classified by our loan rating system as “substandard.” At December 31, 2012, potential problem loans primarily consisted of commercial loans and leases and commercial real estate. There can be no assurance that additional loans will not become nonperforming, require restructuring, or require increased provision for loan losses.

We have a loan and lease monitoring program that evaluates nonperforming loans and leases and the loan and lease portfolio in general. The loan and lease review program continually audits the loan and lease portfolio to confirm management’s loan and lease risk rating system, and systematically tracks such problem loans and leases to ensure compliance with loan and lease policy underwriting guidelines, and to evaluate the adequacy of the allowance for credit losses.

Our policy is to place a loan or lease on non-accrual status and recognize income on a cash basis when a loan or lease is more than 90 days past due, unless in the opinion of management, the loan or lease is well secured and in the process of collection. The impact of interest not recognized on non-accrual loans and leases was $85,000 in 2012,

$301,000 in 2011, and $277,000 in 2010. We consider a loan or lease impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan or lease agreement.

The allowance for credit losses represents management’s best estimate of probable incurred losses in our loan and lease portfolio. Management’s quarterly evaluation of the allowance for credit losses is a comprehensive analysis that builds a total allowance by evaluating the probable incurred losses within each loan and lease portfolio segment. Our portfolio segments are as follows: commercial loan and commercial real estate loans, commercial leases, residential real estate, indirect consumer loans and other consumer loans. Our allowance for credit losses consists of specific valuation allowances based on probable credit losses on specific loans, historical valuation allowances based on loan loss experience for similar loans with similar characteristics and trends and general valuation allowances based on general economic conditions and other qualitative risk factors both internal and external to the organization.

Historical valuation allowances are calculated for commercial loans and leases based on the historical loss experience of specific types of loans and leases and the internal risk grade 24 months prior to the time they were charged off. The internal credit risk grading process evaluates, among other things, the borrower’s ability to repay, the underlying collateral, if any, and the economic environment and industry in which the borrower operates. Historical valuation allowances for residential real estate and consumer loan segments are based on the average loss rates for each class of loans for the time period that includes the current year and two full prior years. We calculate historical loss ratios for pools of similar consumer loans based upon the product of the historical loss ratio and the principal balance of the loans in the pool. Historical loss ratios are updated quarterly based on actual loss experience. Our general valuation allowances are based on general economic conditions and other qualitative risk factors which affect our company. Factors considered include trends in our delinquency rates, macro-economic and credit market conditions, changes in asset quality, changes in loan and lease portfolio volumes, concentrations of credit risk, the changes in internal loan policies, procedures and internal controls, experience and effectiveness of lending personnel. Management evaluates the degree of risk that each one of these components has on the quality of the loan and lease portfolio on a quarterly basis.

During the third quarter of 2012, we added a qualitative factor to address the potential risk of credit losses that could result from conversion related distractions and potential turnover that may occur in connection with the proposed merger with NBT, and the potential effects on the underwriting process and relationship management. Management believes the development of a qualitative factor for this risk is appropriate since the risk of such negative events occurring cannot be eliminated. Management is committed to the continuation of loan portfolio monitoring and underwriting standards that was in place prior to the merger announcement. The merger related qualitative factor increased our qualitative allocation by $305,000 as of December 31, 2012.

For commercial loan and lease segments, we maintain a specific allocation methodology for those classified in our internal risk grading system as substandard, doubtful or loss with a principal balance in excess of $200,000. A loan or lease is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan or lease agreement. The measurement of impaired loans and leases is generally discounted at the historical effective interest rate, except that all collateral-dependent loans and leases are measured for impairment based on the estimated fair value of the collateral. Loans with modified terms in which a concession to the borrower has been made that it would not otherwise consider unless the borrower was experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. As of December 31, 2012, there was $4.3 million in impaired loans for which $265,000 in related allowance for credit losses was allocated. There was $9.1 million in impaired loans for which $2.1 million in related allowance for credit losses was allocated as of December 31, 2011.

Loans and leases are charged against the allowance for credit losses, in accordance with our loan and lease policy, when they are determined by management to be uncollectible. Recoveries on loans and leases previously charged off are credited to the allowance for credit losses when they are received. When management determines that the allowance for credit losses is less than adequate to provide for probable incurred losses, a direct charge to operating income is recorded.

The following table summarizes changes in the allowance for credit losses arising from loans and leases charged off, recoveries on loans and leases previously charged off and additions to the allowance, which have been charged to expense.


	Years ended December 31,
	2012			2011		2010		2009		2008
	(In thousands)
Balance at beginning of year	$	10,769		$	10,683	$	9,414	$	9,161	$	8,426
Loans and leases charged-off:
Residential real estate		102			224		322		76		276
Commercial loans and commercial real estate		2,148			1,268		634		1,622		1,940
Leases		14			343		1,345		4,122		1,844
Indirect auto		138			326		251		317		295
Consumer		862			1,010		1,055		1,135		1,284

Total loans and leases charged off		3,264			3,171		3,607		7,272		5,639
Recoveries of loans and leases previously charged off:
Residential real estate		16			45		54		59		32
Commercial loans and commercial real estate		456			137		34		514		113
Leases		318			455		81		165		40
Indirect auto		114			192		133		133		91
Consumer		462			518		489		554		596

Total recoveries		1,366			1,347		791		1,425		872

Net loans and leases charged off		1,898			1,824		2,816		5,847		4,767
Provision for credit losses		(300	)		1,910		4,085		6,100		5,502

Balance at end of year	$	8,571		$	10,769	$	10,683	$	9,414	$	9,161

Net charge-offs were $1.9 million in 2012, compared with $1.8 million in 2011. As was previously disclosed in our 2012 quarterly reports on Form 10-Q, we recorded write-downs totaling $2.7 million on one $3.6 million impaired commercial relationship between the fourth quarter of 2011 and the third quarter of 2012. Approximately $1.7 million or 52% of the gross charge-offs recognized in 2012 were on this one relationship, which was transferred to real estate owned at a net amount of $898,000 in the third quarter of 2012. Net charge-offs annualized equaled 0.21% of average loans and leases in 2012, compared with 0.21% in 2011. Our annualized net charge-off rate has averaged 0.26% over the past six quarters, of which all but 5 basis points is attributable to the losses recognized on the one $3.6 million commercial relationship.

Approximately $1.9 million or 58% of the gross charge-offs recognized in 2012 were on loans that were considered impaired at the end of 2011 and for which impairment reserves were largely established due to the identification of probable “loss events” in the fourth quarter of 2011. Charge-offs on these impaired credits were recognized in 2012 upon the occurrence of events confirming the existence of the losses, including further deterioration in the respective borrower’s financial condition and negotiated settlements. A substantial portion of the allowance allocated to these impaired credits in 2011 came from the release of a portion of the general allowance for our lease portfolio. During 2011, approximately $1.2 million of the allowance that had been allocated from our lease portfolio prior to 2011 was released due to a substantial decline in charge-offs in our lease portfolio in 2011 compared with 2010 and 2009 (the years in which provisions for possible lease losses were charged to earnings) and to a $16.8 million decrease in the balance of that portfolio during 2011.

A negative provision expense of $300,000 was recorded in 2012, compared to provision expense of $1.9 million in 2011. Alliance assesses a number of quantitative and qualitative factors at the individual portfolio level in determining the adequacy of the allowance for credit losses and the required provision expense each quarter. In addition, Alliance analyzes certain broader, non-portfolio specific factors in assessing the adequacy of the allowance for credit losses, such as the allowance as a percentage of total loans and leases, the allowance as a percentage of non-performing loans and leases and the provision expense as a percentage of net charge-offs. In doing so, a portion of the allowance has been considered “unallocated”, which means it is not based on either quantitative or qualitative factors, but on the broader, non-portfolio specific factors mentioned above. At December 31, 2012, $279,000 or 3% of the allowance for credit losses was considered to be “unallocated,” compared to $991,000 or 9% at December 31, 2011. Consistent with the improvement in our asset quality metrics and net charge-off levels in recent quarters (excluding the charge-offs related to the one commercial relationship discussed above), the relative level of unallocated allowance to the total allowance has trended downward in 2012. Absent any material deterioration in credit quality or material growth in the loan and lease portfolio, some portion of this “unallocated” allowance may be reduced by future probable credit losses, which would have the effect of lowering the amount of provision expense relative to net charge-offs compared with past quarters, which was the case in the fourth quarter of 2012.

The allowance for credit losses was $8.6 million at December 31, 2012, compared with $10.8 million at December 31, 2011. The ratio of the allowance for credit losses to total loans and leases was 0.93% at December 31, 2012, compared with 1.24% at December 31, 2011. The ratio of the allowance for credit losses to non-performing loans and leases was 178% at December 31, 2012, compared with 96% at December 31, 2011.

The allowance for credit losses has been allocated within the following categories of loans and leases at the dates indicated with the corresponding percent of loans to total loans for each category (dollars in thousands):


	At December 31,
	2012					2011					2010					2009					2008
	Amount of Allowance		Percent of Loans to Total Loans			Amount of Allowance		Percent of Loans to Total Loans			Amount of Allowance		Percent of Loans to Total Loans			Amount of Allowance		Percent of Loans to Total Loans			Amount of Allowance		Percent of Loans to Total Loans

Residential real estate	$	977		35.6	%	$	750		36.4	%	$	946		37.4	%	$	891		39.2	%	$	850		34.6	%
Commercial⁽¹⁾		5,282		32.2	%		6,994		32.0	%		5,568		27.9	%		3,771		22.9	%		3,988		23.6	%
Leases		278		1.1	%		503		3.0	%		1,583		4.8	%		2,212		7.5	%		2,673		11.6	%
Indirect auto		1,053		21.6	%		784		18.3	%		933		19.7	%		973		20.3	%		879		20.2	%
Consumer		701		9.5	%		747		10.3	%		779		10.2	%		818		10.1	%		771		10.0	%
Unallocated		280		—	%		991		—	%		874		—	%		749		—	%		—		—

Total	$	8,571		100.0	%	$	10,769		100.0	%	$	10,683		100.0	%	$	9,414		100.0	%	$	9,161		100.0	%

(1)	Includes commercial real estate loans

The allowance for credit losses is allocated according to the amount deemed to be reasonably necessary to provide for the probable incurred losses within each category of loans and leases. Increases in the amount allocated to the commercial and lease portfolios reflect the higher outstanding balances of these portfolios coupled with the higher inherent risk of these portfolios compared with residential and consumer lending.

Deposits

Our primary source of funds is deposits, consisting of demand, savings, money market and time accounts, of retail, commercial and municipal customers gathered through our branch network. We continuously monitor market pricing, competitors’ rates, and internal interest rate spreads to maintain and promote growth and profitability.

The following table sets forth the composition of our deposits by business line at year-end (dollars in thousands):


	December 31, 2012
	Retail		Commercial		Municipal		Total		Percent
Non-interest checking	$	52,440	$	171,962	$	6,153	$	230,555		21.1	%
Interest checking		118,069		18,400		21,434		157,903		14.4	%

Total checking		170,509		190,362		27,587		388,458		35.5	%

Savings		101,210		13,103		3,428		117,741		10.8	%
Money market		99,218		125,554		127,548		352,320		32.1	%
Time deposits		168,800		19,872		47,802		236,474		21.6	%


Total deposits	$	539,737	$	348,891	$	206,365	$	1,094,993		100.0	%


	December 31, 2011
	Retail		Commercial		Municipal		Total		Percent
Non-interest checking	$	46,580	$	135,252	$	3,904	$	185,736		17.1	%
Interest checking		110,886		16,831		18,168		145,885		13.5	%

Total checking		157,466		152,083		22,072		331,621		30.6	%

Savings		92,240		11,367		3,704		107,311		9.9	%
Money market		88,056		122,195		119,749		330,000		30.5	%
Time deposits		237,929		26,907		49,297		314,133		29.0	%


Total deposits	$	575,691	$	312,552	$	194,822	$	1,083,065		100.0	%

Total deposits were $1.1 billion at December 31, 2012, which was nearly unchanged from December 31, 2011. Our deposit mix at the end of the year continued to be weighted heavily in lower cost demand, savings and money market accounts (transaction accounts). Transaction accounts totaled $858.5 million or 78.4% of total deposits at the end of 2012, compared to $769.9 million or 71.1% of total deposits at the end of 2011, as we continued to

experience a shift in customer deposits from maturing time accounts into transaction accounts as retail and municipal depositors continue to prefer transaction accounts over time accounts in the low interest rate environment.

Our ability to gather and retain transaction deposits over the past three years has been greatly enhanced by our strong financial position and earnings performance, enhanced product offerings including upgraded treasury management and internet banking platforms, and a high positive awareness of our brand. Environmental factors such as equity market volatility and risk aversion among retail investors, and the buildup of cash on corporate balance sheets have also played a role in the growth in our transaction accounts.

Time deposits in excess of $100,000, which tend to be more volatile and sensitive to interest rates, totaled $100.9 million at December 31, 2012, representing 43% of total time deposits and 9% of total deposits. These deposits totaled $123.4 million, representing 39% of total time deposits and 11% of total deposits at year-end 2011.

The following table schedules the amount of our time deposits of $100,000 or more by time remaining until maturity as of December 31, 2012 (in thousands):


Less than three months	$	21,568
Three months to six months		24,845
Six months to one year		18,906
Over one year		35,548

Total	$	100,867

Borrowings

We offer retail repurchase agreements primarily to our larger business customers. Under the terms of the agreements, we sell investment portfolio securities to the customer and agree to repurchase the securities on the next business day. We use this arrangement as a deposit alternative for our business customers. As of December 31, 2012, retail repurchase agreement balances amounted to $21.2 million compared with balances of $26.3 million at December 31, 2011.

During 2012, we utilized collateralized repurchase agreements with various brokers and advances from the Federal Home Loan Bank of New York (FHLB) as alternative sources of funding and as a liability management tool. At December 31, 2012, the combination of repurchase agreements and FHLB advances was $100.0 million, compared with $110.0 million at December 31, 2011. Detailed information regarding our borrowings is included in Note 7 in the consolidated financial statements included elsewhere in this report.

Total borrowings decreased $15.1 million or 11.1% in 2012 as we used our net cash inflows from securities and loan and lease amortization to pay down borrowings maturing during the year.

Capital

We use certain non-GAAP financial measures, such as the Tangible Common Equity to Tangible Assets ratio (TCE), to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector. We believe TCE is useful because it is a measure utilized by regulators, market analysts and investors in evaluating a company’s financial condition and capital strength. TCE, as defined by us, represents common equity less goodwill and intangible assets. A reconciliation from the our GAAP Total Equity to Total Assets ratio to the Non-GAAP Tangible Common Equity to Tangible Assets ratio is presented below:


(in thousands)	December 31, 2012

Total assets	$	1,406,357
Less: Goodwill and intangible assets, net		37,671

Tangible assets (non-GAAP)		1,368,686

Total Common Equity		146,945
Less: Goodwill and intangible assets, net		37,671

Tangible Common Equity (non-GAAP)		109,274

Total Equity/Total Assets		10.45	%
Tangible Common Equity/Tangible Assets (non-GAAP)		7.98	%

Shareholders’ equity was $146.9 million at December 31, 2012, compared with $144.0 million at December 31, 2011. Net income for 2012 increased shareholders’ equity by $9.2 million and was partially offset by common stock dividends declared of $6.0 million or $1.26 per common share.

Our consolidated Tier 1 leverage ratio was 9.37% and our consolidated total risk-based capital ratio was 15.27% at the end of 2012, both of which exceeded regulatory minimum thresholds for capital adequacy purposes. Our tangible common equity capital ratio was 7.98% at the end of 2012.

We are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require Alliance and the Bank to maintain minimum amounts and ratios, as defined in the regulations, of total and risk-based capital, Tier 1 capital to risk-weighted assets and of Tier 1 Capital to average assets.

As of December 31, 2012, the most recent notification from the OCC categorized the Bank as “well capitalized,” under the regulatory framework for prompt corrective action. Management believes that, as of December 31, 2012, Alliance and the Bank met all capital adequacy requirements to which they were subject. A more comprehensive analysis of regulatory capital requirements, including ratios for Alliance and the Bank, is included in Note 18 of the consolidated financial statements included elsewhere in this report.

Liquidity and Capital Resources

Our liquidity is primarily measured by our ability to provide funds to meet loan requests, to accommodate possible outflows of deposits, and to take advantage of market interest rate opportunities. Funding of loan commitments, providing for liability outflows, and management of interest rate fluctuations require continuous analysis in order to match the maturities of specific categories of short-term loans and investments with specific types of deposits and borrowings. Liquidity is normally considered in terms of the nature and mix of our sources and uses of funds. Our Asset Liability Management Committee (ALCO) is responsible for implementing the policies and guidelines for the maintenance of prudent levels of liquidity. Management believes, as of December 31, 2012, that our liquidity measurements are in compliance with our policy guidelines.

Our principal sources of funds for operations are cash flows generated from earnings, deposits, securities, loan and lease repayments, borrowings from the FHLB, and securities sold under repurchase agreements. During the year ended December 31, 2012, cash and cash equivalents decreased by $19.1 million, as net cash provided by operating activities of $17.1 million was offset by net cash used in investing financing activities of $36.2 million. Net cash used in investing activities primarily resulted from a net increase in loans and leases of $58.3 million, partly offset by net cash used in securities sales, maturities and principal repayments exceeding securities purchased by $33.0 million. Net cash used in financing activities primarily resulted from $15.1 million in net repayments on borrowings and $7.5 million in cash dividends paid to common shareholders, partly offset by a net increase in time deposits of $11.9 million.

As a member of the FHLB, the Bank is eligible to borrow up to an established credit limit against certain residential mortgage loans and investment securities that have been pledged as collateral. As of December 31, 2012, the Bank’s credit limit with the FHLB was $164.3 million with outstanding borrowings in the amount of $100.0 million.

The Bank had a $164.3 million line of credit at December 31, 2012 with the Federal Reserve Bank of New York through its Discount Window, and has pledged as collateral indirect auto loans and securities totaling $160.1 million and $4.2 million, respectively, at December 31, 2012. We did not draw any funds on this line of credit in 2012. At December 31, 2012 and 2011, the Bank also had available $62.5 million of federal funds lines of credit with other financial institutions, none of which was in use at December 31, 2012 and 2011, respectively.

In December 2003, we formed Alliance Financial Capital Trust I, a wholly owned subsidiary of Alliance. The trust was formed for the purpose of issuing $10.0 million of Company-obligated mandatorily redeemable capital securities (the capital securities) to third-party investors and investing the proceeds from the sale of such capital securities solely in our junior subordinated debt securities. The debentures held by the trust are the sole assets of that trust. Distributions on the capital securities issued by the trust are payable quarterly at a rate per annum equal to the interest rate being earned by the trust on the debentures held by the trust. The capital securities have a variable annual coupon rate that resets quarterly based upon three-month LIBOR plus 285 basis points (3.16% at December 31, 2012). The capital securities have a 30-year maturity and are redeemable at par beginning in January 2009.

In September 2006, we formed Alliance Financial Capital Trust II, a wholly owned subsidiary of the Company. The trust was formed for the purpose of issuing $15.0 million of Company-obligated mandatorily redeemable capital securities (the capital securities) to third-party investors and investing the proceeds from the sale of such capital securities solely in our junior subordinated debt securities. The debentures held by the trust are the sole assets of that trust. Distributions on the capital securities issued by the trust are payable quarterly at a rate per annum equal to the interest rate being earned by the trust on the debentures held by the trust. The capital securities have a variable annual coupon rate that resets quarterly based upon three-month LIBOR plus 165 basis points (1.96% at December 31, 2012). The capital securities have a 30-year maturity and are redeemable at par in September 2011 and any time thereafter.

Contractual Obligations, Commitments, and Off-Balance Sheet Arrangements

Contractual Obligations

We have various financial obligations, including contractual obligations and commitments that may require future cash payments. The following table presents as of December 31, 2012, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements included elsewhere in this report.


		Payments Due In
	Note Reference	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
		(Dollars in thousands)
Time deposits*	6	$	168,529	$	57,560	$	10,385	$	—	$	236,474
Borrowings*	7		21,169		50,000		35,000		15,000		121,169
Junior subordinated obligations issued to unconsolidated subsidiaries*	8		—		—		—		25,774		25,774
Operating leases	15		1,086		1,717		1,629		2,872		7,304
Purchase obligations	15		152		304		303		1,062		1,821

Total		$	190,936	$	109,581	$	47,317	$	44,708	$	392,542

*	Excludes interest

We have obligations under our pension, post-retirement plan, directors’ retirement and supplemental executive retirement plans as described in Note 12 to the consolidated financial statements. The supplemental executive retirement, pension and postretirement benefit and directors’ retirement payments represent actuarially determined future benefit payments to eligible plan participants.

Commitments and Off-Balance Sheet Arrangements

In the normal course of business, to meet the financing needs of our customers and to reduce our exposure to fluctuations in interest rates, we are a party to financial instruments with off-balance sheet risk, held for purposes other than trading. The financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument, for loan commitments and standby letters of credit, is represented by the contractual amount of those instruments, assuming that the amounts are fully advanced and that collateral or other security is of no value. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet loans. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Commitments to originate loans, unused lines of credit, and un-advanced portions of construction loans are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Many of the commitments are expected to expire without being drawn upon. Therefore, the amounts presented below do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance by a customer to a third party. These guarantees are issued primarily to support public and private borrowing arrangements, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers.

The following table details the amounts and expected maturities of significant commitments and off-balance sheet arrangements as of December 31, 2012. Further discussion of these commitments and off-balance sheet arrangements is included in Note 15 to the consolidated financial statements included elsewhere in this report.

Commitments to extend credit:

One Year
or Less

One to
Three Years

Three to
Five Years

Large Accelerated Filer

Accelerated Filer

Non-accelerated filer

Smaller Reporting Company

ALLIANCE FINANCIAL CORP /NY/ 10-K