<TABLE> <CAPTION> UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K <S> <C> XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from _____________ to _____________ Commission File Number 0-13888 CHEMUNG FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 16-123703-8 (State or other jursidiction of (I.R.S. Employer Identification incorporation or organization Number) One Chemung Canal Plaza, P.O. Box 1522 14902 Elmira, New York (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (607) 737-3711 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 a share (Title of class) </TABLE> 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 (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. <TABLE> <CAPTION> <S> <C> <C> <C> YES X NO </TABLE> The aggregate market value of Common Stock held by non-affiliates on February 29, 2000 was $45,773,116 As of February 29, 2000 there were 4,043,882 shares of Common Stock, $0.01 par value outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Report to Shareholders for the year ended December 31, 1999 are incorporated by reference into Parts I, II and IV. Portions of the Proxy Statement for the Annual Shareholders meeting to be held on May 11, 2000 are incorporated by reference into Parts III and IV. PART I ITEM 1. BUSINESS (a) General development of business Chemung Financial Corporation (Corporation) was incorporated on January 2, 1985, under the laws of the State of New York. The Corporation was organized for the purpose of acquiring a majority holding of Chemung Canal Trust Company (Bank). The Bank was established in 1833 under the name Chemung Canal Bank, and was subsequently granted a New York State bank charter in 1895. In 1902, the Bank was reorganized as a New York State trust company under the name Elmira Trust Company, which name was changed to Chemung Canal Trust Company in 1903. On June 1, 1985, after the approval by the New York State Superintendent of Banks and the Board of Governors of the Federal Reserve System of the Plan of Acquisition and holding company application, the Bank became a wholly owned subsidiary of the Corporation. There have been no material changes in the mode of conducting business of either the Corporation or the Bank since the acquisition of the Bank by the Corporation. The Corporation is subject to applicable federal laws relating to bank holding companies as well as federal securities laws, State Corporation Law and State Banking Law. (b) Financial information about industry segments The Corporation and the Bank are engaged only in banking and bank-related businesses. Exhibits I through V included in the Corporation's Annual Report to Shareholders for the year ended December 31, 1999, sets forth financial information with respect to bank-related industry segments. The MD&A including Exhibits I through V are incorporated herein by reference. (c) Narrative description of business Business The Bank is a New York State chartered, independent commercial bank, which engages in full-service commercial and consumer banking and trust business. The Bank's services include accepting time, demand and savings deposits including NOW accounts, Super NOW accounts, regular savings accounts, insured money market accounts, investment certificates, fixed-rate certificates of deposit and club accounts. Its services also include making secured and unsecured commercial and consumer loans, financing commercial transactions either directly or participating with regional industrial development and community lending corporations, making commercial, residential and home equity mortgage loans, revolving credit loans with overdraft checking protection, small business loans and student loans. Additional services include renting of safe deposit facilities, selling uninsured annuity and mutual fund investment products, and the use of networked automated teller facilities. Trust services provided by the Bank include services as executor, trustee under wills and agreements, guardian and custodian and trustee and agent for pension, profit-sharing and other employee benefit trusts as well as various investment, pension, estate planning and employee benefit administrative services. For additional information, which focuses on the results of operation of the Corporation and the Bank, see Management's Discussion and Analysis of Financial Condition and Results of Operations, incorporated herein by reference. There have been no material changes in the manner of doing business by the Corporation or the Bank during the fiscal year ended December 31, 1999. Competition Six (6) of the Bank's thirteen (13) full-service branches, in addition to the main office, are located in Chemung County. The other seven (7) full- service branches are located in the adjacent counties of Schuyler, Steuben, and Tioga. All facilities are located in New York State. Within these market areas, the Bank encounters intense competition in its banking business from several other financial institutions offering comparable products. These competitors include other commercial banks (both locally based independent banks and local offices of regional and major metropolitan-based banks), as well as stock savings banks and credit unions. In addition, the Bank experiences competition in marketing some of its services from local operations of insurance companies, brokerage firms and retail financial service businesses. Dependence Upon a Single Customer Neither the Corporation nor the Bank is dependent upon a single or limited number of customers. Research and Development Expenditures for research and development were immaterial for the years 1999, 1998, and 1997. Employees As of December 31, 1999, the Bank employed 303 persons on a full-time equivalent basis. (d) Financial information about foreign and domestic operations and export sales Neither the Corporation nor the Bank relies on foreign sources of funds or income. (e) Statistical disclosure by bank holding companies The following disclosures present summarized statistical data covering the Corporation and the Bank. <TABLE> <CAPTION> Distribution of Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential Year Ended December 31, 1999 1998 1997 Assets Average Yield/ Average Yield Average Yield/ Balance Interes Rate Balance Interes / Balance Intere Rate t t Rate st <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Interest earning assets: Loans $346,550 29,446 8.50% 311,679 27,865 8.94% 291,259 26,680 9.16% Taxable securities 204,635 12,718 6.21 173,306 11,188 6.46 157,615 10,629 6.74 Tax-exempt securities 28,094 1,275 4.54 31,118 1,434 4.61 31,154 1,442 4.63 Federal funds sold 9,870 484 4.90 10,882 590 5.42 5,481 300 5.48 Interest-bearing deposits 2,412 254 10.52 4,186 328 7.83 5,380 321 5.97 Total interest earning assets 591,561 44,177 7.47% 531,171 41,405 7.80% 490,889 39,372 8.02% Non-interest earning assets: Cash and due from banks 24,868 25,184 24,396 Premises and equipment, net 10,689 10,154 9,751 Other assets 9,237 7,188 5,065 Less allowance for loan (4,620) (4,323) (4,077) losses Intangibles and AFS valuation Allowance 10,507 14,625 13,211 Total $642,242 $583,999 $539,235 Liabilities and Shareholders' Equity Interest bearing liabilities: Demand deposits $ 41,596 525 1.26% $43,456 611 1.41% $44,991 675 1.50% Savings deposits 151,262 4,342 2.87 143,065 4,284 3.00 135,146 3,894 2.88 Time deposits 202,239 10,230 5.06 190,684 10,351 5.43 185,686 10,187 5.49 Federal Home Loan Bank advances and securities sold 73,946 3,631 4.91 45,258 2,420 5.35 24,233 1,342 5.54 under agreements to repurchase Total interest earning 469,043 18,728 3.99% 422,463 17,666 4.18% 390,056 16,098 4.13% liabilities Non-interest bearing liabilities: Demand deposits 99,035 89,957 84,332 Other liabilities 7,865 7,601 6,094 575,943 520,021 480,482 Shareholders' equity 66,299 63,978 58,753 Total $642,242 $583,999 $539,235 Net interest earnings $25,449 $23,739 $23,274 Net yield on interest earning 4.30% 4.47% 4.74% assets </TABLE> For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding. Daily balances were used for average balance computations. Investment securities are stated at amortized cost. No tax equivalent adjustments have been made in calculating yields on obligations of states and political subdivisions. The following table sets forth for the periods indicated, a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates (in thousands of dollars): <TABLE> <CAPTION> 1999 Compared to 1998 1998 Compared to 1997 Increase (Decrease) Increase (Decrease) Due to (1) Due to (1) Volume Rate Net Volume Rate Net Interest earned on: <S> <C> <C> <C> <C> <C> <C> Loans $3,004 (1,422) 1,582 1,836 (651) 1,185 Taxable securities 1,974 (444) 1,530 1,017 (458) 559 Tax-exempt securities (138) (21) (159) (2) (6) (8) Federal funds sold (52) (54) (106) 293 (3) 290 Interest-bearing (165) 91 (74) (80) 87 7 deposits Total interest earning $4,623 (1,850) 2,773 3,064 (1,031) 2,033 assets Interest paid on: Demand deposits (25) (61) (86) (23) (41) (64) Savings deposits 236 (178) 58 229 161 390 Time deposits 607 (728) (121) 272 (108) 164 Federal Home Loan Bank advances and securities sold under agreements 1,424 (213) 1,211 1,126 (48) 1,078 to repurchase Total interest bearing $2,242 (1,180) 1,062 1,604 (36) 1,568 liabilities Net interest income $2,381 (670) 1,711 1,460 (995) 465 <FN> <FN1> (1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. </FN> </TABLE> Investment Portfolio The following table sets forth the carrying amount of investment securities at the dates indicated (in thousands of dollars): <TABLE> <CAPTION> December 31, 1999 1998 1997 <S> <C> <C> <C> U.S. Treasury and other U.S. Government $108,038 101,528 93,971 agencies Mortgage backed securities 73,747 89,593 55,603 State and political subdivisions 29,290 28,036 34,955 Corporate bonds and notes 10,180 9,762 149 Corporate stocks 14,735 13,036 9,849 Total $235,990 241,955 194,527 </TABLE> Included in the above table are $227,384, $235,294 and $185,303 (in thousands of dollars) of securities available for sale at December 31, 1999, 1998 and 1997, respectively. The following tables set forth the maturities of debt securities at December 31, 1999 and the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security). Federal tax equivalent adjustments have been made in calculating yields on municipal obligations (in thousands of dollars): <TABLE> <CAPTION> Maturing After One, But Within Within One Five Years Year Amount Yield Amount Yield <S> <C> <C> <C> <C> U.S. Treasury and other U.S. Government $ 1,502 5.94% $64,143 5.84% agencies Mortgage backed securities - - 1,198 6.69 State and political subdivisions 8,464 4.11 6,958 4.30 Corporate bonds and notes - - 2,411 6.25 Total $ 9,966 4.38% $74,710 5.72% Maturing After Five, After But Within Ten Years Ten Years Amount Yield Amount Yield U.S. Treasury and other U.S. Government 42,393 7.13% - - agencies Mortgage backed securities 6,152 6.02 66,397 6.69 State and political subdivisions 10,374 4.71 3,494 5.22 Corporate bonds and notes 2,495 6.34 5,274 7.35 Total $61,414 6.58% $75,165 6.67% </TABLE> Loan Portfolio The following table shows the Corporation's loan distribution at the end of each of the last five years (in thousands of dollars): <TABLE> <CAPTION> December 31, 1999 1998 1997 1996 1995 <S> <C> <C> <C> <C> <C> Commercial, financial and 131,043 $ 113,865 102,816 92,557 89,785 agricultural Real estate mortgages 94,580 89,544 79,753 78,400 71,870 Consumer loans 134,616 126,097 114,593 113,004 101,687 Total $360,239 329,506 297,162 283,961 263,342 </TABLE> The following table shows the maturity of loans (excluding real estate mortgages and consumer loans) outstanding as of December 31, 1999. Also provided are the amounts due after one year classified according to the sensitivity to changes in interest rates (in thousands of dollars): <TABLE> <CAPTION> After One Within But After One Year Within Five Total Five Years Years <S> <C> <C> <C> <C> Commercial, financial and $ 35,953 $ 28,116 $ 66,974 $131,043 agricultural Loans maturing after one year with: Fixed interest rates 21,032 21,522 Variable interest rates 7,084 45,452 Total $ 28,116 66,974 </TABLE> Non-accrual and Past Due Loans The following table summarizes the Corporation's non-accrual and past due loans (in thousands of dollars): <TABLE> <CAPTION> December 31, 1999 1998 1997 1996 1995 <S> <C> <C> <C> <C> <C> Non-accrual loans(1) $640 4,458 930 1,494 1,119 Accruing loans past due 90 days or more $281 395 688 226 681 </TABLE> Information with respect to non-accrual loans at December 31, 1999, 1998 and 1997 is as follows (in thousands of dollars): <TABLE> <CAPTION> December 31, 1999 1998 1997 <S> <C> <C> <C> Non-accrual loans $640 4,458 930 Interest income that would have been recorded under original terms 318 545 286 Interest income recorded during the period 153 271 48 <FN> <FN1> (1) It is the Corporation's policy that when a past due loan is referred to legal counsel, or in the case of a commercial loan which becomes 90 days delinquent, or in the case of consumer, mortgage or home equity loans not guaranteed by a government agency which becomes 120 days delinquent, the loan is placed in non-accrual and previously accrued interest is reversed unless, because of collateral or other circumstances, it is deemed to be collectible. Loans may also be placed in non-accrual if management believes such classification is warranted for other reasons. </FN> </TABLE> Potential Problem Loans At December 31, 1999, the Corporation has no commercial loans for which payments are presently current but the borrowers are currently experiencing severe financial difficulties. Those loans are subject to constant management attention and their classification is reviewed by the Board of Directors at least quarterly. Loan Concentrations At December 31, 1999, the Corporation has no loan concentrations to borrowers engaged in the same or similar industries that exceed 10% of total loans. Other Interest-Bearing Assets At December 31, 1999, the Corporation has no interest-bearing assets other than loans that meet the non-accrual, past due, restructured or potential problem loan criteria. Summary of Loan Loss Experience This table summarizes the Corporation's loan loss experience for each year in the five-year period ended December 31, 1999 (in thousands of dollars): <TABLE> <CAPTION> Years Ended December 31, 1999 1998 1997 1996 1995 <S> <C> <C> <C> <C> <C> Allowance for loans losses at beginning $4,509 4,145 3,975 3,900 3,600 of year Charge-offs: Commercial, financial and 38 13 77 195 82 agricultural Real estate mortgages 12 16 53 1 5 Consumer loans 624 552 640 538 286 Home equity 16 13 - 20 - Total 690 594 770 754 373 Recoveries: Commercial, financial and 43 35 14 16 16 agricultural Consumer loans 130 123 76 71 93 Total 173 158 90 87 109 Net charge-offs 517 436 680 667 264 Additions charged to operations (1) 673 800 850 742 564 Allowance for loan losses at end of $4,665 4,509 4,145 3,975 3,900 year Ratio of net charge-offs during period to average loans outstanding .15% . 14% .23% .24% .11% <FN> <FN1> (1) The amount charged to operations and the related balance in the allowance for loan losses is based upon periodic evaluations of the loan portfolio by management. These evaluations consider several factors including, but not limited to, general economic conditions, loan portfolio composition, prior loan loss experience, growth in the loan portfolio and management's estimation of future potential losses. The risk elements in the various portfolio categories are not considered to be any greater in 1999 than in prior years. The net charge-offs to total loans have averaged 0.17% over the last five years and the highest percentage in any of those years was 0.24%. <FN2> (2) Daily balances were used to compute average outstanding loan balances. </FN> </TABLE> The allocated portions of the allowance reflect management's estimates of specific known risk elements in the respective portfolios. Among the factors considered in allocating portions of the allowance by loan type are the current levels of past due, non-accrual and impaired loans. The unallocated portion of the allowance represents risk elements in the loan portfolio that have not been specifically identified. Factors considered in determining the appropriate level of unallocated allowance include historical loan loss history, current economic conditions, and expectations for loan growth. The following table summarizes the Corporation's allocation of the loan loss allowance for each year in the five-year period ended December 31, 1999: <TABLE> <CAPTION> Amount of loan loss allowance (in thousands) and Percent of Loans by Category to Total Loans Balance at end of period applicable to: 1999 % 1998 % 1997 % 1996 % 1995 % <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Commercial, financial and agricultural $1,227 25.4 2,081 24.0 1,402 22.5 1,472 20.8 1,042 20.9 Commercial mortgages 334 12.2 21 12.0 132 14.0 249 14.8 305 16.3 Residential mortgages 185 25.0 88 25.7 31 24.8 21 24.4 16 23.5 Consumer loans 1,416 37.4 1,007 38.3 823 38.7 503 40.0 153 39.3 Domestic: 3,162 100.0 3,197 100.0 2,388 100.0 2,245 100.0 1,516 100.0 Unallocated: 1,503 N/A 1,312 N/A 1,757 N/A 1,730 N/A 2,384 N/A Total $4,665 100.0 4,509 100.0 4,145 100.0 3,975 100.0 3,900 100.0 </TABLE> Deposits The average daily amounts of deposits and rates paid on such deposits is summarized for the periods indicated in the following table (in thousands of dollars): <TABLE> <CAPTION> Year Ended December 31, 1999 1998 1997 Amount Rate Amount Rate Amount Rate <S> <C> <C> <C> <C> <C> <C> Noninterest-bearing demand $99,035 - % 89,957 - % 84,332 - % deposits Interest-bearing demand 41,596 1.26 43,456 1.41 44,991 1.50 deposits Savings deposits 151,262 2.87 143,065 3.00 135,146 2.88 Time deposits 202,239 5.06 190,684 5.43 185,686 5.49 $494,132 467,162 450,155 </TABLE> Scheduled maturities of certificates of deposit at December 31, 1999 are summarized as follows (in thousands of dollars): <TABLE> <CAPTION> Time Certificates of Deposits <S> <C> 2000 $159,085 2001 26,480 2002 10,514 2003 2,487 2004 4,366 2005 and thereafter 365 $203,297 </TABLE> Maturities of certificates of deposit in denominations of $100,000 or more outstanding at December 31, 1999 are summarized as follows (in thousands of dollars): <TABLE> <CAPTION> Time Certificates of Deposits <S> <C> 3 months or less $41,135 Over 3 through 12 months 13,589 Over 12 months 2,340 </TABLE> There were no other time deposits of $100,000 or more. Return on Equity and Assets The following table shows consolidated operating and capital ratios of the Corporation for each of the last three years: <TABLE> <CAPTION> Year Ended December 31, 1999 1998 1997 <S> <C> <C> <C> Return on average assets 1.31% 1.25% 1.27% Return on average equity 12.66 11.41 11.67 Return on beginning equity 12.70 11.84 12.22 Dividend payout ratio 36.90 37.56 36.55 Average equity to average assets ratio 10.32 10.96 10.90 Year-end equity to year-end assets ratio 10.00 10.66 11.23 </TABLE> Short-Term Borrowings For each of the three years in the period ended December 31, 1999, the average outstanding balance of short-term borrowings did not exceed 30% of shareholders' equity. ITEM 2. PROPERTIES The Corporation and the Bank currently conduct all their business activities from the Bank's main office, thirteen (13) branch locations situated in a four-county area, owned office space adjacent to the Bank's main office, and six (6) off-site automated teller facilities (ATMs), three (3) of which are located on leased property. The main office is a six-story structure located at One Chemung Canal Plaza, Elmira, New York, in the downtown business district. The main office consists of approximately 62,000 square feet of space entirely occupied by the Bank. The combined square footage of the thirteen (13) branch banking facilities totals approximately 46,350 square feet. The office building adjacent to the main office was acquired during 1995 and consists of approximately 18,213 square feet of which 13,711 square feet are occupied by operating departments of the Bank and 4,502 square feet are leased. The leased automated teller facility spaces total approximately 150 square feet. The Bank holds two (2) of its branch facilities (Arnot Mall Office and Bath Office) and three (3) automated teller facilities (Elmira/Corning Regional Airport, Elmira College and WalMart Store) under lease arrangements; and owns the rest of its offices including the main office and the adjacent office building. The Corporation holds no real estate in its own name. ITEM 3. LEGAL PROCEEDINGS Neither the Corporation nor its subsidiary are a party to any material pending legal proceeding required to be disclosed under this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS There were no matters submitted to a vote of shareholders during the fourth quarter of the fiscal year covered by this report. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS The Corporation's stock is traded in the over-the-counter market. Incorporated herein by reference to portions of the Corporation's Annual Report to Shareholders for the year ended December 31, 1999, are the quarterly market price ranges for the Corporation's stock for the past three (3) years, based upon actual transactions as reported by securities brokerage firms which maintain a market or conduct trades in the Corporation's stock and other transactions known by the Corporation's management. Also incorporated herein by reference to a part of the Corporation's 1999 Annual Report are the dividends paid by the Corporation for each quarter of the last three (3) years. The number of shareholders of record on February 29, 2000 was 730. ITEM 6. SELECTED FINANCIAL DATA The Selected Financial Data Exhibit included in Management's Discussion and Analysis of Financial Condition and Results of Operations and presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1999 is incorporated herein by reference to Exhibit C of Exhibit Listing 13. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1999 is incorporated herein by reference to Exhibit C of Exhibit Listing 13. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by item 305 of Regulation S-K is included in the Management's Discussion and Analysis of Financial Condition and Results of Operation presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1999 is incorporated herein by reference to Exhibit C of Exhibit Listing 13. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Independent Auditors' Report and consolidated financial statements as presented in the Corporation's Annual Report to Shareholders for the year ended December 31, 1999 are incorporated herein by reference to Exhibit D of Exhibit Listing 13. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANT The information set forth under the captions "Nominees For Election of Directors" and "Executive Officers" and the Section 16(a) disclosure set forth under the caption "Security Ownership of Management", as presented in the registrant's Proxy Statement, dated April 7, 2000, relating to the Annual Meeting of Shareholders to be held on May 11, 2000, is incorporated herein by reference to Exhibit F of Exhibit Listing 22. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the captions "Directors Compensation"; "Directors' Personnel Committee Report on Executive Compensation"; "Comparative Return Performance Graph"; "Executive Compensation"; "Pension Plan"; "Profit-Sharing, Savings and Investment Plan"; "Employment Contracts"; and "Other Compensation Agreements", presented in the registrant's Proxy Statement, dated April 7, 2000, relating to the Annual Meeting of Shareholders to be held on May 11, 2000, is incorporated herein by reference to Exhibit F of Exhibit Listing 22. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information set forth under the captions "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management", presented in the registrant's Proxy Statement, dated April 7, 2000, relating to the Annual Meeting of Shareholders to be held on May 10, 2000, is incorporated herein by reference to Exhibit F of Exhibit Listing 22. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth under the caption "Certain Transactions", presented in the registrant's Proxy Statement, dated April 7, 2000, relating to the Annual Meeting of Shareholders to be held on May 11, 2000, is incorporated herein by reference to Exhibit F of Exhibit Listing 22. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) List of Financial Statements and Independent Auditors' Report The following consolidated financial statements and Independent Auditors' Report of Chemung Financial Corporation and subsidiary, included in the Annual Report of the registrant to its shareholders as of December 31, 1999 and 1998, and for each of the years in the three-year period ended December 31, 1999 are incorporated by reference in Item 8: <TABLE> <CAPTION> <S> <C> - Independent Auditors' Report - Consolidated Balance Sheets - December 31, 1999 and 1998 - Consolidated Statements of Income - Years ended December 31, 1999, 1998 and 1997 - Consolidated Statements of Shareholders' Equity and Comprehensive Income - Years ended December 31, 1999, 1998 and 1997 - Consolidated Statements of Cash Flows-Years ended December 31, 1999, 1998 and 1997 - Notes to Consolidated Financial Statements - December 31, 1999 and 1998 </TABLE> (2) List of Financial Statement Schedules Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable, and therefore have been omitted. <TABLE> <CAPTION> (3) Listing of Exhibits <S> <C> <C> Exhibit (3.1) Certificate of Incorporation is filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-14, Registration No. 2- 95743, and is incorporated herein by reference. Certificate of Amendment to the Certificate of Incorporation, filed with the Secretary of State of New York on April 1, 1988, incorporated herein by reference to Exhibit A of the Registrant's Form 10-K for the year ended December 31, 1988, File No. 0-13888. (3.2) Bylaws of the Registrant, as amended October EXHIBIT E 13, 1999. Exhibit (13) Annual Report to Shareholders for the year ended December 31, 1999. Table of Quarterly Market Price Ranges. EXHIBIT A Table of Dividends Paid. EXHIBIT B Management's Discussion and Analysis of EXHIBIT C Financial Condition and Results of Operations including the Selected Financial Data Exhibit. Quantitative and Qualitative disclosures about Market Risk Consolidated Financial Statements and EXHIBIT D Independent Auditors' Report. Exhibit (21) Subsidiaries of the registrant. EXHIBIT F Exhibit (22) Registrant's Notice of Annual Meeting, Proxy EXHIBIT G Statement dated April 7,2000, and Proxy Form Exhibit (27) Financial Disclosure Schedule (EDGAR version only) </TABLE> (b) Reports on Form 8-K There were no reports filed on Form 8-K during the three months ended December 31, 1999. (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules None ANNUAL REPORT ON FORM 10-K ITEM 14(c) CERTAIN EXHIBITS YEAR ENDED DECEMBER 31, 1999 CHEMUNG FINANCIAL CORPORATION ELMIRA, NEW YORK ____________________________________ <TABLE> <CAPTION> EXHIBIT EXHIBIT LISTING <S> <C> <C> EXHIBIT 13 Annual Report To Shareholders For The Year Ended December 31, 1999 A Table of Quarterly Market Price Ranges B Table of Dividends Paid C Management's Discussion and Analysis of Financial Condition and Results of Operations including the Selected Financial Data Exhibit, and the Quantitative and Qualitative Disclosures about Market Risk D Consolidated Financial Statements and Independent Auditors' Report E Bylaws of the Registrant, as amended to October 13, 1999 EXHIBIT 21 F Subsidiaries of the Registrant EXHIBIT 22 G Notice of Annual Meeting, Proxy Statement dated April 7, 2000, and Proxy Form </TABLE> Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. <TABLE> <CAPTION> <S> <C> CHEMUNG FINANCIAL CORPORATION DATED: MARCH 8, 2000 By /s/ Jan P. Updegraff Jan P. Updegraff President and Chief Executive Officer </TABLE> Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> Signature Title Date <S> <C> <C> Robert E. Agan Director Donald L. Brooks, Jr. Director /s/ David J. Dalrymple David J. Dalrymple Director March 8, 2000 /s/ Robert H. Dalrymple Robert H. Dalrymple Director March 8, 2000 /s/ Frederick Q. Falck Frederick Q. Falck Director March 8, 2000 /s/ Stephen M. Lounsberry Stephen M. Lounsberry Director March 8, 2000 /s/ Thomas K. Meier Thomas K. Meier Director March 8, 2000 /s/ Ralph H. Meyer Ralph H. Meyer Director March 8, 2000 /s/ John F. Potter John F. Potter Director March 8, 2000 /s/ Charles M. Streeter Charles M. Streeter Director March 8, 2000 /s/ Richard W. Swan Richard W. Swan Director March 8, 2000 /s/ William A. Tryon William A. Tryon Director March 8, 2000 /s/ William C. Ughetta William C. Ughetta Director March 8, 2000 Signature Title Date /s/ Nelson Moores van den Blink Nelson Mooers van den Blink Director March 8, 2000 /s/ Jan P. Updegraff Jan P. Updegraff Director, President & March 8, 2000 Chief Executive Officer Attest /s/ Donna C. Denton Donna C. Denton Secretary March 8, 2000 </TABLE>