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EX-32 - EXHIBIT 32 - TRUSTCO BANK CORP N Yex32.htm
EX-31.IB - EXHIBIT 31(I)(B) - TRUSTCO BANK CORP N Yex31_ib.htm
EX-31.IA - EXHIBIT 31(I)(A) - TRUSTCO BANK CORP N Yex31_ia.htm
EX-24 - EXHIBIT 24 - TRUSTCO BANK CORP N Yex24.htm
EX-23 - EXHIBIT 23 - TRUSTCO BANK CORP N Yex23.htm
EX-21 - EXHIBIT 21 - TRUSTCO BANK CORP N Yex21.htm
10-K - TRUSTCO BANK CORP NY 10-K 12-31-2016 - TRUSTCO BANK CORP N Yform10k.htm

Exhibit 13
 

TrustCo Bank Corp NY (the “Company,” or “TrustCo”) is a savings and loan holding company headquartered in Glenville, New York. The Company is the largest financial services company headquartered in the Capital Region of New York State, and its principal subsidiary, Trustco Bank (the “Bank” or “Trustco”), operates 145 community banking offices and 157 Automatic Teller Machines throughout the Bank’s market areas. The Company serves 5 states and 31 counties with a broad range of community banking services.

Financial Highlights

(dollars in thousands, except per share data)
 
Years ended December 31,
 
   
2016
 
 
 
2015
 
 
 
Percent Change
 
Income:
                     
Net interest income
 
$
146,055
     
$
143,148
       
2.03
%
Net Income
   
42,601
       
42,238
       
0.86
 
Per Share:
                           
Basic earnings
   
0.446
       
0.444
       
0.45
 
Diluted earnings
   
0.445
       
0.444
       
0.23
 
Book value at period end
   
4.52
       
4.34
       
4.15
 
Average Balances:
                           
Assets
   
4,790,701
       
4,721,146
       
1.47
 
Loans, net
   
3,348,324
       
3,234,806
       
3.51
 
Deposits
   
4,149,201
       
4,103,505
       
1.11
 
Shareholders' equity
   
428,389
       
405,761
       
5.58
 
Financial Ratios:
                           
Return on average assets
   
0.89
 
%
   
0.89
 
%
   
0.00
 
Return on average equity
   
9.94
       
10.41
       
(4.51
)
Consolidated tier 1 capital to:
                           
Total assets (leverage)
   
9.11
       
8.85
       
2.94
 
Risk-adjusted assets
   
17.78
       
17.71
       
0.40
 
Common equity tier 1 capital ratio
   
17.78
       
17.71
       
0.40
 
Total capital to risk-adjusted assets
   
19.04
       
18.97
       
0.35
 
Net loans charged off to average loans
   
0.11
       
0.16
       
(28.66
)
Allowance for loan losses to nonperforming loans
   
1.75
 
x
   
1.58
 
x
   
10.76
 
Efficiency ratio*
   
55.67
 
%
   
55.08
 
%
   
(1.07
)
Dividend Payout ratio
   
58.88
 
 
   
59.13
 
 
   
(0.42
)

*
Non-GAAP figure; refer to Non-gaap financial measures reconciliation section for definition

Per Share information of common stock

        
Basic
Earnings
       
Diluted
Earnings
       
Cash
Dividend
       
Book
Value
      
Range of Stock
Price
  
High
   
Low
 
                                     
2016
                                   
First quarter
 
$
0.109
   
$
0.109
   
$
0.0656
   
$
4.44
   
$
6.63
   
$
5.60
 
Second quarter
   
0.110
     
0.109
     
0.0656
     
4.51
     
6.37
     
5.17
 
Third quarter
   
0.114
     
0.114
     
0.0656
     
4.56
     
7.25
     
6.13
 
Fourth quarter
   
0.113
     
0.113
     
0.0656
     
4.52
     
8.85
     
6.60
 
                                                 
2015
                                               
First quarter
   
0.113
     
0.113
     
0.0656
     
4.22
     
7.33
     
6.42
 
Second quarter
   
0.113
     
0.113
     
0.0656
     
4.23
     
7.19
     
6.60
 
Third quarter
   
0.112
     
0.111
     
0.0656
     
4.33
     
7.20
     
5.59
 
Fourth quarter
   
0.107
     
0.107
     
0.0656
     
4.34
     
6.63
     
5.60
 

Certain of the financial measures used in this report, such as Tax-Equivalent Net Interest Income and Tax-Equivalent Net Interest Margin and the Efficiency Ratio, are determined by methods other than in accordance with generally accepted accounting principles (“GAAP”). A reconciliation of these measures to the closest comparable GAAP financial measures is presented herein.
 
1

Financial Highlights
1
   
President’s Message
3-4
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5
   
Glossary of Terms
34-36
   
Management’s Report on Internal Control Over Financial Reporting
37
   
Report of Independent Registered Public Accounting Firm
38
   
Consolidated Financial Statements and Notes
39-89
   
Branch Locations
90-94
   
Officers and Board of Directors
95-96
   
General Information
97
   
Share Price Information
98

TrustCo Bank Corp NY Mission

The Mission of TrustCo Bank Corp NY is to provide an above-average return to our owners in a manner consistent with our commitment to all stakeholders of the Company and its primary subsidiary, Trustco Bank, including customers, employees, community, regulators and shareholders.
 
2


President’s Message

Dear fellow shareholder:

On behalf of our Board of Directors and employees, we are pleased to report TrustCo had a solid year in 2016. We stuck to our core banking principles to provide a solid return for our shareholders while facing many challenges in this increasingly regulated banking environment. Offering low cost products and services coupled with top-notch customer service has allowed us to continue our growth.

Residential mortgage loans remain our primary product. We are a portfolio lender, offering low-cost, first mortgage products which provide us with a competitive advantage relative to most other mortgage lenders in our markets. We offer the same low cost mortgages to everyone in the communities we serve, including those areas that may have been abandoned by our competitors. We take great pride in being able to help people in our community purchase a home. In 2016, we had another record year by posting $3.43 billion in outstanding loans.

Continuing to grow our current branches remains a priority. Over the course of our expansion, we added over 80 branches to our network in 5 states, bringing the total to 145. This positioned us to offer services in many new markets that now benefit from our unique products and personal service. Average deposits per branch grew $661 thousand in 2016 over 2015. Our core deposits rose $44 million over the same time period. By continuing to develop new customers, and by deepening our relationships with current customers, we expect to be able to continue this growth trend and may still open new branches to fill in our existing footprint.

Our performance ratios continue to show solid results, with a return on average equity of 9.94% and efficiency ratio of 55.67% for 2016, while our non-performing assets fell $5.4 million for the year.

Offering a wide range of investment products with retirement and estate planning, our Financial Services Department continues to be a trusted resource for many customers. Our approachable staff is available to assist you with any of your more complex financial needs ranging from wealth management, insurance and annuities to financial planning, living trusts and estate settlement. Please reach out to them if you need assistance. Assets under management at year-end 2016 were $846 million.
 
3

President’s Message (continued)
 
We mourn the passing of Cheri Parvis, a long-term employee. During her 28 year career at Trustco Bank, Cheri headed multiple departments and acted as a mentor for so many. I assure you she will be missed by her many friends and co-workers.

In addition to our banking products and services, we support our community in many other ways. We have donated to nearly 300 organizations throughout our service area. Our employees have volunteered thousands of hours to many worthy organizations. We all work hard every day to live up to our moto, Your Home Town Bank.

We are proud of our team and all the hard work they put in each day to continue to offer excellent service and generate a solid return for our investors. We continue to grow both in branch size and also in talent. Our company is positioned for solid profits and growth for many years to come.

Thank you for your continued support.
 
Sincerely,


Robert J. McCormick
President and Chief Executive Officer
TrustCo Bank Corp NY
 
4

 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial review which follows will focus on the factors affecting the financial condition and results of operations of TrustCo during 2016 and, in summary form, the two preceding years. Unless otherwise indicated, net interest income and net interest margin are presented in this discussion on a taxable equivalent basis. Balances discussed are daily averages unless otherwise described. The consolidated financial statements and related notes and the quarterly reports to shareholders for 2016 should be read in conjunction with this review. Reclassifications of prior year data are made where necessary to conform to the current year’s presentation.

TrustCo continued to make progress in 2016 despite a challenging operating environment and mixed economic conditions. Among the key results for 2016, in management’s view:

·
Net income increased 0.9% to $42.6 million in 2016 versus 2015;

·
Period-end loans and deposits were up $137 million and $96 million, respectively, for 2016 compared to the prior year;

·
Nonperforming assets declined $5.4 million or 15.5% to $29.3 million from year-end 2015 to year-end 2016;

·
At 55.7%, the efficiency ratio remained substantially better than peer-group levels (see Non-GAAP Financial Measures Reconciliation); and

·
The regulatory capital levels of both the Company and the Bank improved at December 31, 2016 relative to the prior year, and the Bank continues to meet the definition of “well capitalized” for regulatory purposes.

Management believes that the Company was able to achieve these accomplishments, despite a continued mixed economy and increased regulatory expectations, by executing its long term plan focused on traditional lending criteria and balance sheet management. Achievement of specific business goals such as the continued expansion of loans and deposits, along with tight control of operating expenses and manageable levels of nonperforming assets, is fundamental to the long term success of the Company as a whole.

Return on average equity was 9.94% in 2016 compared to 10.41% in 2015, while return on average assets was 0.89% in both 2016 and 2015.

The economic and business environment improved during 2016 but remains mixed. Real gross domestic product (“GDP”) increased 1.6% in 2016 and 2.6% in 2015, based on the advance estimate published on January 27, 2017, with growth rates declining in late 2016. This annual rate of growth remains well below the range exhibited during more robust periods of economic activity, such as the 4% to 6% range experienced during the 1990s. Equity markets performed well during 2016 with the Dow Jones Industrial Average up 13.4%, the S&P 500 up 9.5% and the Russell 2000 index up 19.5%. The bulk of the gains came late in the year, mostly after the Presidential Election.  United States Treasuries saw significant price changes over the course of 2016, with the slope of the yield curve shifting considerably. Yields on most maturities declined gradually for the first half of the year before stabilizing, then increasing gradually in the third quarter and spiking upward after Election Day.  The net result was that yields moved up from the beginning of the year to the end of the year, but the overall magnitude of the change was less dramatic over the full year then the sharp increase late in the year.  The steepness of the yield curve, as measured by the spread between longer term (10 year) and shorter term (2 year) yields did not change much as measured at the beginning (121 basis points) and end (125 basis points) of the year, but actually was between 85 and 105 basis points for much of the year (roughly February through Election Day).  Most overseas markets experienced somewhat better conditions in 2016 than in recent years, but generally remain in low growth modes with less than full employment and a lack of demand.  The crisis environment that persisted for a number of years generally dissipated during 2016, but some fundamental underlying issues such as high debt levels in a number of nations persisted and the Brexit vote in the United Kingdom added new uncertainty in the European Union.  Economic growth slowed again in China. The outlook for the United States economy in 2017 is complicated by the significant changes in direction being pursued by the new administration.  Proposed changes in tax rates and other fiscal support, such as increased spending on infrastructure, could contribute to improved conditions while other initiatives such as potentially adding barriers to trade could do the opposite and may have unintended effects on American consumers.  Employment increased and the unemployment rate declined, although labor force participation remains an ongoing issue. Wage growth also remains mixed, with progress on this front in recent months. The weakened dollar provides some significant benefits in terms of making US products more competitive overseas, but also makes imported goods and services more expensive. Regulatory changes put in place in response to the 2007-2008 financial crisis have added significant cost to the banking industry.  The new administration has indicated that reducing regulatory burden is an important goal, which could benefit the banking industry both in terms of cost structure and in terms of operational efficiency.
 
5

TrustCo’s long-term focus on traditional banking services has enabled the Company to avoid significant impact from asset quality problems, and the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with past practice. TrustCo has not engaged in the types of high risk loans and investments that often led to industry problems in prior years. While we continue to adhere to prudent underwriting standards, as a lender, we may be adversely impacted by general economic weaknesses and by a downturn in the housing market in the areas we serve.

Regulatory Agreement

Trustco Bank entered into an agreement with its primary regulator, the Office of the Comptroller of the Currency (OCC), on July 21, 2015. The agreement calls for the Bank to take various actions in areas such as compliance, corporate governance, audit, capital planning including dividends, and strategic planning, among others. The agreement followed the completion of the OCC’s regularly scheduled exam of the Bank. Since the completion of the examination, the Bank has been working to address the issues raised. The Bank’s Board of Directors and management remain committed to fully addressing all provisions of the agreement.

Overview

2016 results were marked by growth in the two key drivers of the Company’s long-term performance: deposits and loans. Deposits ended 2016 at $4.20 billion, an increase of $95.8 million or 2.3% from the prior year-end. The loan portfolio grew to a total of $3.43 billion, an increase of $137.3 million or 4.2% over the 2015 year-end balance. The year-over-year increases in deposits and loans reflect the success the Company has had in attracting customers to the Bank, both in newer branch locations as well as in its established offices. Management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers and continuing to provide added services to existing customers where possible. Growing the customer base should contribute to continued growth of loans and deposits, as well as net interest income and non-interest income.

TrustCo recorded net income of $42.6 million or $0.445 of diluted earnings per share for the year ended December 31, 2016, compared to $42.2 million or $0.444 of diluted earnings per share for the year ended December 31, 2015.

During 2016, the following had a significant effect on net income:

·
an increase of $2.9 million in net interest income from 2015 to 2016 as a result of a combination of 1.5% growth in average interest earning assets and a 2 basis point increase in the net interest margin to 3.11%;

·
a decrease in the provision for loan losses from $3.7 million in 2015 to $3.0 million in 2016;

·
an increase of $723 thousand in non-interest income (excluding net gain on sales of securities) in 2016 as compared to 2015;

·
the recognition of net gains on securities transactions of $668 thousand in 2016 compared to net securities gains of $251 thousand recorded in 2015;

·
an increase of $2.7 million in non-interest expense (excluding other real estate expense, net) as compared to 2015;

·
a $557 thousand increase in other real estate expenses (net) as compared to 2015, and;

·
an increase of $1.2 million in income tax expense from $24.5 million in 2015 to $25.7 million in 2016.

TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2016 and 2015, including:

·
return on average equity of 9.94% for 2016 and 10.41% for 2015, compared to medians of 9.16% in 2016 and 8.84% in 2015 for a peer group comprised of all publicly traded banks and thrifts tracked by SNL Financial with assets of $2 billion to $10 billion, and

·
an efficiency ratio, as calculated by SNL Financial, of 55.67% for 2016 and 55.08% for 2015, compared to the peer group medians of 60.52% in 2016 and 61.86% in 2015.
 
6

During 2016, TrustCo’s results were positively affected by the growth of total deposits, including low-cost core deposits, strong loan growth and a shift in asset mix. The low short-term rate environment prevailing throughout much of 2016 allowed the Company to continue to attract deposits at relatively low yields. On average for 2016, non-maturity deposits were 72.0% of total deposits, up from 71.4% in 2015. Overall, the cost of interest bearing liabilities decreased 2 basis points to 0.39% in 2016 as compared to 2015. Average loan balances increased 3.5% from 2015 to 2016, while the total of short-term investments, available for sale securities and held to maturity securities decreased 3.3%, resulting in average loans growing to 71.3% of average earning assets in 2016 from 69.9% in 2015. Given that loan yields were approximately 300 basis points above the yield on the total of short-term investments and securities, this shift, combined with the growth of the balance sheet, contributed to the $2.9 million increase in net interest income from 2015 to 2016. The Company has traditionally maintained a high liquidity position, and taken a conservative stance in its investment portfolio through the use of relatively short-term securities. The low rate environment that prevailed during most of 2016 resulted in maturing and called securities being reinvested at low yields in some cases or being shifted to the higher yielding loan portfolio. The Federal Reserve Board’s (“FRB”) continued accommodative monetary policy, along with modest economic growth domestically and low rates in other nations, were key drivers of the rate environment during 2016. The 2007-2008 easing of monetary policy by the FRB included a particularly sharp reduction in the Federal Funds rate in 2008, from the 4.25% rate at the beginning of the year to a target range of between 0.00% to 0.25% by year-end. That target range was in place throughout 2015 and most of 2016. The FRB increased the target range by 25 basis points in December of 2015 and again in December of 2016, with the target range now at 0.50% to 0.75%. The FRB Federal Open Market Committee (“FOMC” or “Committee”) affirmed in its February 1, 2017 press release that it would maintain “…the target range for the federal funds rate at 1/2 to 3/4 percent. The stance of monetary policy remains accommodative, hereby supporting some further strengthening in labor market conditions and a return to 2 percent inflation.”  In regard to the future path of rates, the Committee noted, “In determining the timing and size of future adjustments to the target range for the federal funds rate, the Committee will assess realized and expected economic conditions relative to its objectives of maximum employment and 2 percent inflation. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments. In light of the current shortfall of inflation from 2 percent, the Committee will carefully monitor actual and expected progress toward its inflation goal. The Committee expects that economic conditions will evolve in a manner that will warrant only gradual increases in the federal funds rate; the federal funds rate is likely to remain, for some time, below levels that are expected to prevail in the longer run. However, the actual path of the federal funds rate will depend on the economic outlook as informed by incoming data.”  Most economists currently believe that there will likely be two or three increases in the target rate in 2017, very much subject to what new data indicates about the strength of the economy.

As discussed previously, market interest rates moved quite a bit during the course of 2016, but ultimately ended the year only modestly higher than where they were at the end of 2015.  Overall, trends in market rates caused a flattening of the yield curve, on average, during the year.   The average daily spread between the ten year Treasury and the two year Treasury was 102 basis points in 2016, down from an average of 145 basis points in 2015. The spread widened somewhat late in the year, ending 2016 at 125 basis points, compared to 121 at the end of 2015. A more positive slope in the yield curve is generally beneficial for the Company’s earnings derived from its core mix of loans and deposits. The tables below illustrate the range of key Treasury bond interest rates during 2015 and 2016.

    
3 Month T
Bill (BEY)
Yield(%)
   
2 Year T
Note
Yield(%)
   
5 Year T
Note
Yield(%)
   
10 Year T
Note
Yield(%)
   
10 Year -
2 Year
Spread(%)
 
2016
                             
Beginning of Year
   
0.16
     
1.06
     
1.76
     
2.27
     
1.21
 
Peak
   
0.55
     
1.29
     
2.10
     
2.60
     
1.34
 
Trough
   
0.16
     
0.56
     
0.94
     
1.37
     
0.76
 
End of Year
   
0.51
     
1.20
     
1.93
     
2.45
     
1.25
 
Average
   
0.31
     
0.84
     
1.35
     
1.86
     
1.02
 
Median
   
0.30
     
0.81
     
1.26
     
1.79
     
1.00
 
                                         
2015
                                       
Beginning of Year
   
0.04
     
0.67
     
1.65
     
2.17
     
1.50
 
Peak
   
0.29
     
1.09
     
1.81
     
2.50
     
1.77
 
Trough
   
0.00
     
0.44
     
1.18
     
1.68
     
1.19
 
End of Year
   
0.16
     
1.06
     
1.76
     
2.27
     
1.21
 
Average
   
0.05
     
0.69
     
1.53
     
2.14
     
1.45
 
Median
   
0.02
     
0.66
     
1.54
     
2.16
     
1.43
 
 
Source: SNL Financial

In addition to changes in interest rates, economic conditions have a significant impact on the allowance for loan losses. The decrease in the provision for loan losses from $3.7 million in 2015 to $3.0 million in 2016 positively affected net income. Net charge-offs decreased from $5.3 million in 2015 to $3.8 million in 2016. Nonperforming loans decreased from $28.3 million to $25.1 million and the nature of these loans changed slightly in terms of both geographic location and loan type. Details on nonperforming loans and net charge-offs are included in the notes to the financial statements. The decline in the provision for loan losses is primarily a reflection of the improvement in the performance of the loan portfolio and economic conditions, with reductions in both nonperforming loans (“NPLs”) and charge-offs.

TrustCo focuses on providing high quality service to the communities served by its branch-banking network. The financial results for the Company are influenced by economic events that affect those communities, as well as national economic trends, primarily interest rates, affecting the entire banking industry.
 
7

TrustCo consolidated one branch in 2016, bringing the total to 145 at year-end. The Company remains focused on building its customer relationships, deposits and loans throughout its branch network, with a particular emphasis on the branches added during the major branch expansion that was completed in 2010.

Although that specific expansion program is complete, the Company typically opens new offices each year, filling in or extending existing markets. The expansion program was established to expand the franchise to areas experiencing economic growth, specifically in central Florida and the downstate New York region. The Company has experienced significant growth in both markets as measured by deposit balances, and to a lesser extent, by loan balances. All new branches have the same products and features found at other Trustco Bank locations. With a combination of competitive rates, excellent service and convenient locations, management believes that the new branches will continue to attract deposit and loan customers and be a welcome addition to these communities. The branches opened since the expansion program began have continued to add to the Company’s customer base. As expected, some branches have grown more rapidly than others. Generally, new bank branches continue to grow for years after being opened, although there is no specific time frame that could be characterized as typical. The expansion program has contributed significantly to the growth of both deposits and loans in recent years, as well as to non-interest income and non-interest expense. The higher costs are offset by net interest income earned on core loans and deposits generated by these branches, as well as associated non-interest income. The costs associated with the major expansion program have stabilized. Revenue growth is expected to continue, as these branches typically continue to add new customers and increase penetration with existing customers over time.

Asset/Liability Management

In managing its balance sheet, TrustCo utilizes funding and capital sources within sound credit, investment, interest rate, and liquidity risk guidelines established by management and approved by the Board of Directors. Loans and securities (including Federal Funds sold and other short-term investments) are the Company’s primary earning assets. Average interest earning assets were 98.1% of average total assets for 2016 and for 2015.

TrustCo, through its management of liabilities, attempts to provide stable and flexible sources of funding within established liquidity and interest rate risk guidelines. This is accomplished through core deposit banking products offered within the markets served by the Company. TrustCo does not actively seek to attract out-of-area deposits or so-called “hot money,” but rather focuses on core relationships with both depositors and borrowers.

TrustCo’s objectives in managing its balance sheet are to limit the sensitivity of net interest income to actual or potential changes in interest rates and to enhance profitability through strategies that should provide sufficient reward for predicted and controlled risk. The Company is deliberate in its efforts to maintain adequate liquidity under prevailing and projected economic conditions and to maintain an efficient and appropriate mix of core deposit relationships. The Company relies on traditional banking investment instruments and its large base of core deposits to help in asset/liability management. Predicting the impact of changing rates on the Company’s net interest income and net fair value of its balance sheet is complex and subject to uncertainty for a number of reasons. For example, in making a general assumption that rates will rise, a myriad of other assumptions regarding whether the slope of the yield curve remains the same or changes, whether the spreads of various loans, deposits and investments remain unchanged, widen or narrow and what changes occur in customer behavior all need to be made. The Company routinely models various rate changes and monitors basis changes that may be incorporated into that modeling.

Interest Rates

TrustCo competes with other financial service providers based upon many factors including quality of service, convenience of operations and rates paid on deposits and charged on loans. The absolute level of interest rates, changes in rates and customers’ expectations with respect to the direction of interest rates have a significant impact on the volume of loan and deposit originations in any particular year.

Interest rates have a significant impact on the operations and financial results of all financial services companies. One of the most important interest rates used to control national economic policy is the “Federal Funds” rate. This is the interest rate utilized within the banking system for overnight borrowings for institutions with the highest credit rating. As noted previously, during 2007-2008 the FRB aggressively reduced the Federal Funds rate, including a decrease from 4.25% at the beginning of 2008 to a target range of 0.00% to 0.25% by the end of 2008. The target range remained at that level until December 2015 when the range was increased to 0.25% to 0.50%.  In December of 2016 the target range was again increased, to 0.50% to 0.75%.

The yield on the ten-year Treasury bond increased by 18 basis points from 2.27% at the beginning of 2016 to the year-end level of 2.45%. The rate on the ten year Treasury bond and other long-term interest rates have a significant influence on the rates offered for new residential real estate loans. These changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and on other short-term instruments as well as the interest expense on deposits and borrowings. Residential real estate loans and longer-term investments are most affected by the changes in longer term market interest rates such as the ten-year Treasury. The Federal Funds sold portfolio and other short-term investments are affected primarily by changes in the Federal Funds target rate. Deposit interest rates are most affected by short term market interest rates. Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value. Generally, as market interest rates increase, the fair value of the securities will decrease and the reverse is also generally applicable. Interest rates on new residential real estate loan originations are also influenced by the rates established by secondary market participants such as Freddie Mac and Fannie Mae. Because TrustCo is a portfolio lender and does not sell loans into the secondary market, the Company establishes rates that management determines are appropriate in light of the long-term nature of residential real estate loans while remaining competitive with the secondary market rates. Higher market interest rates also generally increase the value of retail deposits.
 
8

While the increase in the Federal Funds target range had a beneficial impact on earnings on the Company’s cash position, the net effect of market changes in interest rates during 2016 was that yields earned on both the investment portfolios and loans remained quite low in 2016, while deposit costs were roughly stable.

Earning Assets

Average earning assets during 2016 were $4.70 billion, which was an increase of $68.2 million from 2015. This increase was the result of growth in the average balance of net loans of $113.5 million, offset by a $12.8 million decrease in held-to-maturity securities and a $30.6 million decrease in securities available for sale between 2015 and 2016. The increase in the loan portfolio is the result of a significant increase in residential mortgage loans, which more than offset decreases in each of the other loan categories. The increase in real estate loans is a result of a strategic focus on growth of this product throughout the Trustco Bank branch network through an effective marketing campaign and competitive rates and closing costs.

Total average assets were $4.79 billion for 2016 and $4.72 billion for 2015.

The table “Mix of Average Earning Assets” shows how the mix of the earning assets has changed over the last three years. While the growth in earning assets is critical to improved profitability, changes in the mix also have a significant impact on income levels, as discussed below.

MIX OF AVERAGE EARNING ASSETS

(dollars in thousands)
                               
                     
2016
vs.
   
2015
vs.
   
Components of
Total Earning Assets
 
   
2016
   
2015
   
2014
   
2015
   
2014
   
2016
   
2015
   
2014
 
Loans, net
 
$
3,348,324
     
3,234,806
     
3,014,156
     
113,518
     
220,650
     
71.3
%
   
69.9
 
   
67.2
 
                                                                 
Securities available for sale (1):
                                                               
U.S. government sponsored enterprises
   
101,242
     
107,436
     
113,563
     
(6,194
)
   
(6,127
)
   
2.2
     
2.3
     
2.5
 
State and political subdivisions
   
991
     
1,812
     
3,924
     
(821
)
   
(2,112
)
   
0.0
     
0.0
     
0.1
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
410,646
     
439,343
     
555,430
     
(28,697
)
   
(116,087
)
   
8.7
     
9.5
     
12.4
 
Corporate bonds
   
17,088
     
613
     
3,156
     
16,475
     
(2,543
)
   
0.4
     
0.0
     
0.1
 
Small Business Administration-guaranteed participation securities
   
86,407
     
97,496
     
107,029
     
(11,089
)
   
(9,533
)
   
1.8
     
2.1
     
2.4
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
10,284
     
10,566
     
10,837
     
(282
)
   
(271
)
   
0.2
     
0.2
     
0.2
 
Other
   
683
     
685
     
674
     
(2
)
   
11
     
0.0
     
0.0
     
0.0
 
Total securities available for sale
   
627,341
     
657,951
     
794,613
     
(30,610
)
   
(136,662
)
   
13.4
     
14.2
     
17.7
 
                                                                 
Held-to-maturity securities:
                                                               
Mortgage-backed securities and collateralized mortgage obligations
   
40,830
     
53,763
     
68,404
     
(12,933
)
   
(14,641
)
   
0.9
     
1.2
     
1.5
 
Corporate bonds
   
10,145
     
9,967
     
9,952
     
178
     
15
     
0.2
     
0.2
     
0.2
 
Total held-to-maturity securities
   
50,975
     
63,730
     
78,356
     
(12,755
)
   
(14,626
)
   
1.1
     
1.4
     
1.7
 
                                                                 
Federal Reserve Bank and Federal Home
                                                               
Loan Bank stock
   
9,554
     
9,414
     
10,135
     
140
     
(721
)
   
0.2
     
0.2
     
0.2
 
Federal funds sold and other short-term investments
   
662,436
     
664,516
     
589,873
     
(2,080
)
   
74,643
     
14.1
     
14.4
     
13.1
 
Total earning assets
 
$
4,698,630
   
$
4,630,417
   
$
4,487,133
     
68,213
     
143,284
     
100.0
%
   
100.0
     
100.0
 

(1)
The average balances of securities available for sale are presented using amortized cost for these securities.
 
9

Loans

In 2016, the Company experienced another year of significant loan growth. The $137.3 million increase in the Company’s gross loan portfolio from December 31, 2015 to December 31, 2016 was due to higher residential mortgage balances, which offset lower balances in other loan categories. Average loans increased $113.5 million during 2016 to $3.35 billion. Interest income on the loan portfolio increased to $143.7 million in 2016 from $141.9 million in 2015. The average yield declined 10 basis points to 4.29% in 2016 compared to 2015.

LOAN PORTFOLIO

(dollars in thousands)
 
As of December 31,
 
   
2016
   
2015
   
2014
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
182,653
     
5.3
%
 
$
192,789
     
5.9
%
 
$
202,469
     
6.4
%
Real estate - construction
   
24,826
     
0.7
     
26,594
     
0.8
     
38,522
     
1.2
 
Real estate - mortgage
   
2,879,448
     
83.9
     
2,705,205
     
82.1
     
2,557,613
     
81.1
 
Home equity lines of credit
   
334,841
     
9.8
     
359,325
     
10.9
     
352,134
     
11.1
 
Installment loans
   
8,818
     
0.3
     
9,391
     
0.3
     
7,594
     
0.2
 
Total loans
   
3,430,586
     
100.0
%
   
3,293,304
     
100.0
%
   
3,158,332
     
100.0
%
Less: Allowance for loan losses
   
43,890
             
44,762
             
46,327
         
Net loans (1)
 
$
3,386,696
           
$
3,248,542
           
$
3,112,005
         

   
Average Balances
 
   
2016
   
2015
   
2014
   
2013
   
2012
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
186,800
     
5.6
%
 
$
195,265
     
6.0
%
 
$
201,317
     
6.7
%
 
$
193,065
     
7.0
%
 
$
209,323
     
8.1
%
Real estate - construction
   
23,645
     
0.7
     
29,101
     
0.9
     
35,109
     
1.2
     
36,689
     
1.3
     
34,387
     
1.3
 
Real estate - mortgage
   
2,779,451
     
83.0
     
2,647,265
     
81.8
     
2,428,383
     
80.6
     
2,201,348
     
79.4
     
2,004,059
     
77.9
 
Home equity lines of credit
   
350,004
     
10.5
     
354,718
     
11.0
     
343,264
     
11.4
     
335,409
     
12.1
     
321,299
     
12.5
 
Installment loans
   
8,424
     
0.3
     
8,457
     
0.3
     
6,083
     
0.2
     
5,152
     
0.2
     
3,915
     
0.2
 
                                                                                 
Total loans
   
3,348,324
     
100.0
%
   
3,234,806
     
100.0
%
   
3,014,156
     
100.0
%
   
2,771,663
     
100.0
%
   
2,572,983
     
100.0
%
Less: Allowance for loan losses
   
44,718
             
46,023
             
47,409
             
48,452
             
49,148
         
Net loans (1)
 
$
3,303,606
           
$
3,188,783
           
$
2,966,747
           
$
2,723,211
           
$
2,523,835
         

(1)
Presented net of deferred direct loan origination fees and costs.

Through marketing, pricing and a customer-friendly service delivery network, TrustCo has attempted to distinguish itself from other mortgage lenders by highlighting the uniqueness of its loan products. Specifically, low closing costs, no escrow or private mortgage insurance, quick loan decisions and fast closings were identified and marketed. The fact that the Company holds mortgages in its loan portfolio rather than selling them into secondary markets was also highlighted. The average balance of residential real estate mortgage loans was $2.78 billion in 2016 and $2.65 billion in 2015. Income on real estate loans increased to $119.8 million in 2016 from $117.8 million in 2015. The yield on the portfolio decreased from 4.43% in 2015 to 4.29% in 2016 due to changes in retail rates in the marketplace. The vast majority of TrustCo’s real estate loans are secured by properties within the Bank’s market area.

TrustCo does not make subprime loans or purchase investments collateralized by subprime loans. A loan may be considered subprime for a number of reasons, but effectively subprime loans are loans where the certainty of repayment of principal and interest is lower than for a traditional prime loan due to the structure of the loan itself, the credit worthiness of the borrower, the underwriting standards of the lender or some combination of these. For instance, adjustable loans underwritten at initial low “teaser” rates instead of the fully indexed rate and loans to borrowers with poor payment history would generally be classified as subprime. Other than for it’s small credit card portfolio, TrustCo underwrites its loan originations in a traditional manner, focusing on key factors that have proven to result in good credit decisions, rather than relying on automated systems or basing decisions primarily on one factor, such as a borrower’s credit score.

Average commercial loans of $196.1 million in 2016 decreased by $14.1 million from $210.2 million in 2015.  Average commercial loans included $9.3 million and $14.9 million of commercial real estate construction loans in 2016 and 2015, respectively.   The average yield on the commercial loan portfolio increased to 5.27% for 2016 from 5.17% in 2015, which resulted in interest income on commercial loans of $10.3 million in 2016 and $10.9 million in 2015.

TrustCo’s commercial lending activities are focused on balancing the Company’s commitment to meeting the credit needs of businesses in its market areas with the necessity of managing its credit risk. In accordance with these goals, the Company has consistently emphasized the origination of loans within its market area. TrustCo’s commercial loan portfolio contains no foreign loans, nor does it contain any significant concentrations of credit to any single borrower or industry. The Capital Region commercial loan portfolio reflects the diversity of businesses found in the market area, including light manufacturing, retail, service, and real estate-related businesses. Commercial loans made in the downstate New York market area and in the central Florida market area also reflect the businesses in those areas, with a focus on real estate.
 
10

TrustCo strives to maintain strong asset quality in all segments of its loan portfolio, especially commercial loans. There is significant competition for commercial loans continues to be intense in the Bank’s market regions.

TrustCo has a strong position in the home equity credit line product in its market area. TrustCo was one of the first financial institutions in its market area to market and originate this product, and, management believes, has developed significant expertise with respect to its risks and rewards. During 2016, the average balance of home equity credit lines was $350.0 million, a decrease from $354.7 million in 2015. The home equity credit line product has developed into a significant business line for many financial services companies. Trustco Bank competes with both regional and national concerns for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans. TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive. TrustCo’s average yield on this portfolio was 3.65% for 2016 and 3.53% in 2015. This resulted in interest income on home equity credit lines of $12.8 million in 2016, compared to $12.5 million in 2015.

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES

(dollars in thousands)
 
December 31, 2016
 
     
In 1 Year
or Less
   
After 1 Year
But Within
5 Years
   
After
5 Years
   
Total
 
Commercial
 
$
53,704
     
58,714
     
70,235
     
182,653
 
Real estate construction
   
24,826
     
-
     
-
     
24,826
 
                                 
Total
   
78,530
     
58,714
     
70,235
     
207,479
 
                                 
Predetermined rates
   
33,454
     
58,714
     
70,235
     
162,403
 
Floating rates
   
45,076
     
-
     
-
     
45,076
 
                                 
Total
 
$
78,530
     
58,714
     
70,235
     
207,479
 

At December 31, 2016 and 2015, the Company had approximately $24.8 million and $26.6 million of real estate construction loans, respectively. Of the $24.8 million in real estate construction loans at December 31, 2016, approximately $16.3 million were secured by first mortgages to residential borrowers with the remaining $8.5 million were loans to commercial borrowers for residential construction projects.  Of the $26.6 million in real estate construction loans at December 31, 2015, approximately $16.0 million were secured by first mortgages to residential borrowers while approximately $10.6 million were to commercial borrowers for residential construction projects.  The vast majority of the Company’s construction loans are in the Company’s New York market.
 
11

Investment Securities

INVESTMENT SECURITIES

(dollars in thousands)
 
As of December 31,
 
   
2016
   
2015
   
2014
 
    
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Securities available for sale:
                                   
U. S. government sponsored enterprises
 
$
119,887
     
117,266
     
86,899
     
86,737
     
78,420
     
77,800
 
State and political subdivisions
   
873
     
886
     
1,270
     
1,290
     
2,232
     
2,271
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
378,068
     
372,308
     
416,625
     
411,729
     
486,107
     
483,560
 
Corporate bonds
   
40,956
     
40,705
     
-
     
-
     
1,500
     
1,500
 
Small Business Adminstration-guaranteed participation securities
   
81,026
     
78,499
     
92,620
     
90,416
     
103,273
     
100,496
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,130
     
10,011
     
10,422
     
10,180
     
10,696.00
     
10,447.00
 
Other
   
650
     
650
     
650
     
650
     
650
     
650
 
Total debt securities available for sale
   
631,590
     
620,325
     
608,486
     
601,002
     
682,878
     
676,724
 
Equity securities
   
35
     
35
     
35
     
35
     
35
     
35
 
Total securities available for sale
   
631,625
     
620,360
     
608,521
     
601,037
     
682,913
     
676,759
 
Held to maturity securities:
                                               
Mortgage backed securities and collateralized mortgage obligations-residential
   
35,500
     
37,236
     
46,490
     
48,798
     
60,986
     
64,320
 
Corporate bonds
   
9,990
     
10,290
     
9,975
     
10,641
     
9,960
     
11,022
 
Total held to maturity securities
   
45,490
     
47,526
     
56,465
     
59,439
     
70,946
     
75,342
 
Total investment securities
 
$
677,115
     
667,886
     
664,986
     
660,476
     
753,859
     
752,101
 

Securities available for sale: The portfolio of securities available for sale is designed to provide a stable source of interest income and liquidity. The portfolio is also managed by the Company to take advantage of changes in interest rates and is particularly important in providing greater flexibility in the current low interest rate environment. The securities available for sale portfolio is managed under a policy detailing the types and characteristics acceptable in the portfolio. Mortgage backed securities and collateralized mortgage obligations held in the portfolio include only pass-throughs issued by United States government agencies or sponsored enterprises.

Holdings of securities issued by states and political subdivisions have declined in recent years, reflecting management’s concern regarding the potential impact of the economy on the financial condition of the issuing entities. Corporate bond holdings increased in 2016 following declines previously.  Improving economic conditions as well as the improved financial condition and performance of corporations following the financial crisis resulted in an improved credit outlook, which resulted in TrustCo’s management reassessing the attractiveness of these securities.  Holdings of both municipal and corporate securities are subject to additional monitoring requirements under current regulations, adding to the costs of owning those securities.

Proceeds from sales, calls and maturities of securities available for sale have been invested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments until deployed to fund future loan growth or future investment opportunities.

The designation of securities as “available for sale” is made at the time of purchase, based upon management’s intent and ability to hold the securities for an indefinite period of time. These securities are available for sale in response to changes in market interest rates, related changes in prepayment risk, needs for liquidity, or changes in the availability of and yield on alternative investments. At December 31, 2016 some securities in this portfolio had fair values that were less than the amortized cost due to changes in interest rates and market conditions and not related to the credit condition of the issuers. At December 31, 2016, the Company did not intend to sell, and it is not likely that the Company will be required to sell these securities before market recovery. Accordingly, at December 31, 2016 the Company did not consider any of the unrealized losses to be other-than-temporary.

At December 31, 2016, the carrying value of securities available for sale amounted to $620.4 million, compared to $601.0 million at year end 2015. For 2016, the average balance of securities available for sale was $627.3 million with an average yield of 1.87%, compared to an average balance in 2015 of $658.0 million with an average yield of 1.95%. The taxable equivalent income earned on the securities available for sale portfolio in 2015 was $11.7 million, compared to $12.9 million earned in 2016.
 
12

Securities available for sale are recorded at their fair value, with any unrealized gains or losses, net of taxes, recognized as a component of shareholders’ equity. Average balances of securities available for sale are stated at amortized cost. At December 31, 2016, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $136 thousand and gross unrealized losses of approximately $11.4 million. At December 31, 2015, the fair value of the company’s portfolio of securities available for sale carried gross unrealized gains of approximately $469 thousand and gross unrealized losses of approximately $8.0 million. As previously noted, in both periods, unrealized losses were related to market interest rate levels and were not credit related.

Held to Maturity Securities: At December 31, 2016 the Company held $45.5 million of held to maturity securities, compared to $56.5 million at December 31, 2015. For 2016, the average balance of held to maturity securities was $51.0 million, compared to $63.7 million in 2015. Similar to securities available for sale, cash flow from calls and maturities of these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments to fund future loan growth or future investment opportunities. The average yield on held to maturity securities increased from 3.86% in 2015 to 4.06% in 2016 as the mix within the portfolio changed due primarily to paydowns and prepayment assumptions on the mortgage-backed securities held in the porfolio. Interest income on held to maturity securities declined from $2.5 million in 2015 to $2.1 million in 2016, reflecting the decline in average balances. Held to maturity securities are recorded at amortized cost. The fair value of these securities as of December 31, 2016 was $47.5 million.

The designation of securities as “held to maturity” is made at the time of purchase, based upon management’s intent and ability to hold the securities until final maturity. At December 31, 2016 none of the securities in this portfolio had fair values that were less than the amortized cost. At December 31, 2016, the Company has the intent and ability to hold these securities until maturity.

Securities Gains: During 2016, TrustCo recognized approximately $668 thousand of net gains from securities transactions, compared to net gains of $251 thousand in 2015 and $717 thousand in 2014. There were no sales or transfers of held to maturity securities in 2016, 2015 and 2014.

TrustCo has not invested in any exotic investment products such as interest rate swaps, forward placement contracts, or other instruments commonly referred to as derivatives. In addition, the Company has not invested in securities backed by subprime mortgages or in collateralized debt obligations (CDOs). By actively managing a portfolio of high quality securities, TrustCo believes it can meet the objectives of asset/liability management and liquidity, while at the same time producing a reasonably predictable earnings stream.
 
13

SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)
 
As of December 31, 2016
 
   
Maturing:
 
   
Within
1 Year
   
After 1
But Within
5 Years
   
After 5
But Within
10 Years
   
After
10 Years
   
Total
 
                               
Debt securities available for sale:
                             
U. S. government sponsored enterprises
                             
Amortized cost
 
$
5,000
     
99,887
     
15,000
     
-
     
119,887
 
Fair Value
   
4,990
     
97,779
     
14,497
     
-
     
117,266
 
Weighted average yield
   
0.92
%
   
1.71
     
1.67
     
-
     
1.65
 
State and political subdivisions
                                       
Amortized cost
 
$
8
     
799
     
66
     
-
     
873
 
Fair Value
   
8
     
812
     
66
     
-
     
886
 
Weighted average yield
   
5.59
%
   
5.37
     
5.12
     
-
     
5.31
 
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
159
     
167
     
377,742
     
-
     
378,068
 
Fair Value
   
164
     
189
     
371,955
     
-
     
372,308
 
Weighted average yield
   
4.99
%
   
5.99
     
2.32
     
-
     
2.44
 
Corporate bonds
                                       
Amortized cost
 
$
-
     
40,956
     
-
     
-
     
40,956
 
Fair Value
   
-
     
40,705
     
-
     
-
     
40,705
 
Weighted average yield
   
-
%
   
1.46
     
-
     
-
     
1.46
 
Small Business Administration-guaranteed participation securities
                                       
Amortized cost
 
$
-
     
-
     
-
     
81,026
     
81,026
 
Fair Value
   
-
     
-
     
-
     
78,499
     
78,499
 
Weighted average yield
   
-
%
   
-
     
-
     
2.10
     
2.10
 
Mortgage backed securities and collateralized mortgage obligations-commercial
                                       
Amortized cost
 
$
-
     
10,130
     
-
     
-
     
10,130
 
Fair Value
   
-
     
10,011
     
-
     
-
     
10,011
 
Weighted average yield
   
-
%
   
1.44
     
-
     
-
     
1.44
 
Other
                                       
Amortized cost
 
$
-
     
650
     
-
     
-
     
650
 
Fair Value
   
-
     
650
     
-
     
-
     
650
 
Weighted average yield
   
-
%
   
2.25
     
-
     
-
     
2.25
 
Total securities available for sale
                                       
Amortized cost
 
$
5,167
     
152,589
     
392,808
     
81,026
     
631,590
 
Fair Value
   
5,162
     
150,146
     
386,518
     
78,499
     
620,325
 
Weighted average yield
   
1.05
%
   
1.65
     
2.30
     
2.10
     
2.17
 
                                         
Held to maturity securities:
                                       
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
-
     
-
     
2,067
     
33,433
     
35,500
 
Fair Value
   
-
     
-
     
2,117
     
35,119
     
37,236
 
Weighted average yield
   
-
%
   
-
     
4.56
     
5.03
     
5.00
 
Corporate bonds
                                       
Amortized cost
 
$
9,990
     
-
     
-
     
-
     
9,990
 
Fair Value
   
10,290
     
-
     
-
     
-
     
10,290
 
Weighted average yield
   
6.14
%
   
-
     
-
     
-
     
6.17
 
Total held to maturity securities
                                       
Amortized cost
 
$
9,990
     
-
     
2,067
     
33,433
     
45,490
 
Fair Value
   
10,290
     
-
     
2,117
     
35,119
     
47,526
 
Weighted average yield
   
6.14
%
   
-
     
4.56
     
5.03
     
5.26
 

Weighted average yields have not been adjusted for any tax-equivalent factor.

Maturity and call dates of securities: Many of the securities in the Company’s portfolios have a call date in addition to the stated maturity date. Call dates allow the issuer to redeem the bonds prior to maturity at specified dates and at predetermined prices. Normally, securities are redeemed at the call date when the issuer can reissue the security at a lower interest rate. Therefore, for cash flow, liquidity and interest rate management purposes, it is important to monitor both maturity dates and call dates. The level of calls in 2016 was consistent with the 2015 level. The probability of future calls will change depending on market interest rate levels. The tables labeled “Securities Portfolio Maturity and Call Date Distribution,” show the distribution, based on both final maturity and call date of each security, broken out by the available for sale and held to maturity portfolios as of December 31, 2016. Mortgage backed securities and collateralized mortgage obligations are reported using an estimate of average life. Actual maturities may differ from contractual maturities because of securities’ prepayments and the right of certain issuers to call or prepay their obligations without penalty. The table, “Securities Portfolio Maturity Distribution and Yield,” shows the distribution of maturities for each of the securities portfolios, based on final maturity, as well as the average yields at December 31, 2016 on each type/maturity grouping.
 
14

SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION

Debt securities available for sale:

(dollars in thousands)
 
As of December 31, 2016
 
   
Based on
Final Maturity
   
Based on
Call Date
 
            
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Within 1 year
 
$
5,167
     
5,162
     
120,393
     
117,779
 
1 to 5 years
   
152,589
     
150,146
     
363,102
     
357,841
 
5 to 10 years
   
392,808
     
386,518
     
148,095
     
144,705
 
After 10 years
   
81,026
     
78,499
     
-
     
-
 
Total debt securities available for sale
 
$
631,590
     
620,325
     
631,590
     
620,325
 

Held to maturity securities:

(dollars in thousands)
 
As of December 31, 2016
 
   
Based on
Final Maturity
   
Based on
Call Date
 
    
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Within 1 year
   
9,990
     
10,290
     
9,990
     
10,290
 
1 to 5 years
   
-
     
-
     
33,008
     
34,446
 
5 to 10 years
   
2,067
     
2,117
     
2,492
     
2,790
 
After 10 years
   
33,433
     
35,119
     
-
     
-
 
Total held to maturity securities
 
$
45,490
     
47,526
     
45,490
     
47,526
 

Federal Funds Sold and Other Short-term Investments

During 2016, the average balance of Federal Funds sold and other short-term investments was $662.4 million, an increase from $664.5 million in 2015. The average rate earned on these assets was 0.26% in 2015 and 0.50% in 2016. The increase in the average rate in 2016 was due to an increase in the Federal Funds target rate in December 2015.  The increase in the Federal Funds target range that occurred in December 2016 had a minimal impact on the yield for the year because it occurred so late in the year but will be fully realized in 2017. TrustCo utilizes this category of earning assets as a means of maintaining strong liquidity. The Federal Funds sold and other short-term investments portfolio is significantly affected by changes in the target Federal Funds rate, as are virtually all interest-sensitive instruments.

The year-end balance of Federal Funds sold and other short term investments was $658.6 million for 2016, compared to $676.5 million at year end 2015. Yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investment types despite the low return on Federal Funds. Management will continue to evaluate the overall level of the Federal Funds sold and other short-term investments in 2017 and will make appropriate adjustments based upon market opportunities and interest rates.

Funding Sources

TrustCo utilizes various traditional sources of funds to support its earning asset portfolio. The table, “Mix of Average Sources of Funding,” presents the various categories of funds used and the corresponding average balances for each of the last three years.
 
15

Deposits: Average total deposits were $4.15 billion in 2016, compared to $4.10 billion in 2015, an increase of $45.7 million. Changes in deposit categories (average balances 2016 versus 2015) included: demand deposits up $21.3 million, interest-bearing checking deposits up $56.1 million, savings up $26.9 million, money market down $48.0 million and time deposits down $10.6 million. While many customers remain in one product type for many years, others may move funds between product types to maximize the yield earned or as a result of increased or decreased liquidity needs.  The increase in deposits reflects the impact of new branches opened over the last several years, and the continuing focus at TrustCo on providing core banking services better, faster and cheaper than its competitors.  The increase in time deposits over $250 thousand is not the result of any incentive pricing as TrustCo does not offer premium rates on large certificates of deposit.

MIX OF AVERAGE SOURCES OF FUNDING

(dollars in thousands)
                   
2016
vs.
   
2015
vs.
   
Components of
Total Funding
 
 
2016
   
2015
   
2014
   
2015
   
2014
   
2016
   
2015
   
2014
 
Demand deposits
 
$
369,820
     
348,552
     
319,458
     
21,268
     
29,094
     
8.5
%
   
8.1
     
7.7
 
Retail deposits
                                                               
Savings
   
1,272,015
     
1,245,100
     
1,227,473
     
26,915
     
17,627
     
29.3
     
29.0
     
29.4
 
Time deposits under $250 thousand
   
1,018,571
     
1,075,880
     
1,066,318
     
(57,309
)
   
9,562
     
23.5
     
25.1
     
25.6
 
Interest bearing checking accounts
   
764,399
     
708,331
     
636,140
     
56,068
     
72,191
     
17.6
     
16.5
     
15.3
 
Money market deposits
   
580,125
     
628,096
     
650,779
     
(47,971
)
   
(22,683
)
   
13.4
     
14.6
     
15.6
 
Total retail deposits
   
3,635,110
     
3,657,407
     
3,580,710
     
(22,297
)
   
76,697
     
83.9
     
85.3
     
85.9
 
Total core deposits
   
4,004,930
     
4,005,959
     
3,900,168
     
(1,029
)
   
105,791
     
92.4
     
93.4
     
93.6
 
Time deposits over $250 thousand
   
144,271
     
97,546
     
78,800
     
46,725
     
18,746
     
3.3
     
2.3
     
1.9
 
Short-term borrowings
   
185,672
     
184,725
     
189,430
     
947
     
(4,705
)
   
4.3
     
4.3
     
4.5
 
Total purchased liabilities
   
329,943
     
282,271
     
268,230
     
47,672
     
14,041
     
7.6
     
6.6
     
6.4
 
Total sources of funding
 
$
4,334,873
     
4,288,230
     
4,168,398
     
46,643
     
119,832
     
100.0
%
   
100.0
     
100.0
 
 
16

AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS

(dollars in thousands)
 
2016
   
2015
   
2014
 
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
 
Assets
                                                     
Loans, net
 
$
3,348,324
     
143,705
     
4.29
%
 
$
3,234,806
     
141,915
     
4.39
%
 
$
3,014,156
     
135,989
     
4.51
%
                                                                         
Securities available for sale:
                                                                       
U.S. government sponsored enterprises
   
101,242
     
1,489
     
1.47
     
107,436
     
1,418
     
1.32
     
113,563
     
1,417
     
1.25
 
State and political subdivisions
   
991
     
80
     
8.07
     
1,812
     
133
     
7.40
     
3,924
     
280
     
7.14
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
410,646
     
7,963
     
1.94
     
439,343
     
9,132
     
2.08
     
555,430
     
12,150
     
2.19
 
Corporate bonds
   
17,088
     
246
     
1.44
     
613
     
1
     
0.16
     
3,156
     
65
     
2.04
 
Small Business Administration-guaranteed participation securities
   
86,407
     
1,801
     
2.08
     
97,496
     
2,004
     
2.06
     
107,029
     
2,154
     
2.01
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,284
     
133
     
1.29
     
10,566
     
149
     
1.41
     
10,837
     
151
     
1.40
 
Other
   
683
     
16
     
2.34
     
685
     
16
     
2.34
     
674
     
16
     
2.37
 
Total securities available for sale
   
627,341
     
11,728
     
1.87
     
657,951
     
12,853
     
1.95
     
794,613
     
16,233
     
2.04
 
Held to maturity securities:
                                                                       
Mortgage backed securities and collateralized mortgage obligations-residential
   
40,830
     
1,454
     
3.56
     
53,763
     
1,844
     
3.43
     
68,404
     
2,259
     
3.30
 
Corporate bonds
   
10,145
     
617
     
6.08
     
9,967
     
615
     
6.17
     
9,952
     
615
     
6.18
 
Total held to maturity securities
   
50,975
     
2,071
     
4.06
     
63,730
     
2,459
     
3.86
     
78,356
     
2,874
     
3.67
 
Federal Reserve Bank and Federal Home
                                                                       
Loan Bank stock
   
9,554
     
502
     
5.25
     
9,414
     
467
     
4.96
     
10,135
     
511
     
5.04
 
Federal funds sold and other short-term investments
   
662,436
     
3,407
     
0.50
     
664,516
     
1,725
     
0.26
     
589,873
     
1,464
     
0.25
 
Total interest earning assets
   
4,698,630
     
161,413
     
3.44
%
   
4,630,417
     
159,419
     
3.44
%
   
4,487,133
     
157,071
     
3.50
%
Allowance for loan losses
   
(44,718
)
                   
(46,023
)
                   
(47,409
)
               
Cash and noninterest earning assets
   
136,789
                     
136,752
                     
135,217
                 
Total assets
 
$
4,790,701
                   
$
4,721,146
                   
$
4,574,941
                 
Liabilities and shareholders' equity
                                                                       
Interest bearing deposits:
                                                                       
Interest bearing checking accounts
 
$
764,399
     
473
     
0.06
%
 
$
708,331
     
448
     
0.06
%
 
$
636,140
     
365
     
0.06
%
Savings
   
1,272,015
     
2,148
     
0.17
     
1,245,100
     
2,468
     
0.20
     
1,227,473
     
2,662
     
0.22
 
Time deposits and money markets
   
1,742,967
     
11,592
     
0.67
     
1,801,522
     
12,067
     
0.67
     
1,795,897
     
11,064
     
0.62
 
Total interest bearing deposits
   
3,779,381
     
14,213
     
0.38
     
3,754,953
     
14,983
     
0.40
     
3,659,510
     
14,091
     
0.39
 
Short-term borrowings
   
185,672
     
1,091
     
0.59
     
184,725
     
1,214
     
0.66
     
189,430
     
1,397
     
0.74
 
Total interest bearing liabilities
   
3,965,053
     
15,304
     
0.39
%
   
3,939,678
     
16,197
     
0.41
%
   
3,848,940
     
15,488
     
0.40
%
Demand deposits
   
369,820
                     
348,552
                     
319,458
                 
Other liabilities
   
27,439
                     
27,155
                     
23,733
                 
Shareholders' equity
   
428,389
                     
405,761
                     
382,810
                 
Total liabilities and shareholders' equity
 
$
4,790,701
                   
$
4,721,146
                   
$
4,574,941
                 
Net interest income
           
146,109
                     
143,222
                     
141,583
         
Taxable equivalent adjustment
           
(54
)
                   
(74
)
                   
(130
)
       
Net interest income
           
146,055
                     
143,148
                     
141,453
         
Net interest spread
                   
3.05
%
                   
3.03
%
                   
3.10
%
Net interest margin (net interest income to total interest earnings assets)
                   
3.11
                     
3.09
                     
3.16
 

Portions of income earned on certain commercial loans, obligations of states and political subdivisions, and equity securities are exempt from federal and/or state taxation. Appropriate adjustments have been made to reflect the equivalent amount of taxable income that would have been necessary to generate an equal amount of after tax income. Federal and state tax rates used to calculate income on a tax equivalent basis were 35.0% and 7.5%, respectively, for 2016, 2015, and 2014. The average balances of securities available for sale and held to maturity were calculated using amortized costs. Included in the average balance of shareholders’ equity is $849 thousand, $3.1 million, and $5.0 million in 2016, 2015, and 2014, respectively, of net unrealized loss, net of tax, in the available for sale securities portfolio. The gross amounts of the net unrealized loss has been included in cash and noninterest earning assets. Nonaccrual loans are included in average loans.
 
The overall cost of interest bearing deposits was 0.38% in 2016, down two basis points from 2015. The decrease in the cost of deposits more than offset the impact of the increase in the average balance of interest bearing deposits, resulting in a decrease of approximately $770 thousand in interest expense on deposits to $14.2 million in 2016.

The Company strives to maintain competitive rates on deposit accounts and to attract customers through a combination of competitive interest rates, quality customer service, and convenient banking locations. In this fashion, management believes, TrustCo is able to attract deposit customers looking for a long-term banking relationship and to cross-sell banking services utilizing the deposit account relationship as the starting point.

Other funding sources: The Company had $185.7 million of average short-term borrowings outstanding during 2016, compared to $184.7 million in 2015. These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings. The average cost of short-term borrowings was 0.59% in 2016 and 0.66% in 2015. This resulted in interest expense of approximately $1.1 million in 2016, compared to $1.2 million in 2015.
 
17

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR

(dollars in thousands)
 
Years Ended December 31,
 
   
2016
   
2015
   
2014
   
2013
   
2012
 
Individuals, partnerships and corporations
 
$
4,127,587
     
4,085,491
     
3,965,716
     
3,847,392
     
3,791,616
 
U.S. Government
   
-
     
-
     
2
     
-
     
-
 
States and political subdivisions
   
3,085
     
2,654
     
2,141
     
1,826
     
1,748
 
Other (certified and official checks, etc.)
   
18,529
     
15,360
     
11,109
     
14,202
     
16,326
 
Total average deposits by type of depositor
 
$
4,149,201
     
4,103,505
     
3,978,968
     
3,863,420
     
3,809,690
 
 
MATURITY OF TIME DEPOSITS OVER $250 THOUSAND

(dollars in thousands)
     
   
As of December 31, 2016
 
       
Under 3 months
 
$
46,752
 
3 to 6 months
   
35,728
 
6 to 12 months
   
52,859
 
Over 12 months
   
8,851
 
         
Total
 
$
144,190
 

VOLUME AND YIELD ANALYSIS

(dollars in thousands)
 
2016 vs. 2015
   
2015 vs. 2014
 
   
Increase
(Decrease)
   
Due to
Volume
   
Due to
Rate
   
Increase
(Decrease)
   
Due to
Volume
   
Due to
Rate
 
Interest income (TE):
                                   
Federal funds sold and other short-term investments
 
$
1,682
     
(6
)
   
1,688
   
$
261
     
198
     
63
 
Securities available for sale:
                                               
Taxable
   
(1,072
)
   
(701
)
   
(371
)
   
(3,233
)
   
(2,745
)
   
(488
)
Tax-exempt
   
(53
)
   
(64
)
   
11
     
(147
)
   
(157
)
   
10
 
Total securities available for sale
   
(1,125
)
   
(765
)
   
(360
)
   
(3,380
)
   
(2,902
)
   
(478
)
Held to maturity securities (taxable)
   
(388
)
   
(447
)
   
59
     
(415
)
   
(500
)
   
85
 
Federal Reserve Bank and Federal
                                               
Home Loan Bank stock
   
35
     
7
     
28
     
(44
)
   
(36
)
   
(8
)
Loans, net
   
1,790
     
4,898
     
(3,108
)
   
5,926
     
9,671
     
(3,745
)
Total interest income
   
1,994
     
3,687
     
(1,693
)
   
2,348
     
6,431
     
(4,083
)
                                                 
Interest expense:
                                               
Interest bearing checking accounts
   
25
     
18
     
7
     
83
     
83
     
-
 
Savings
   
(320
)
   
56
     
(376
)
   
(194
)
   
41
     
(235
)
Time deposits and money markets
   
(475
)
   
(256
)
   
(219
)
   
1,003
     
133
     
870
 
Short-term borrowings
   
(123
)
   
6
     
(129
)
   
(183
)
   
(34
)
   
(149
)
Total interest expense
   
(893
)
   
(176
)
   
(717
)
   
709
     
223
     
486
 
Net interest income (TE)
 
$
2,887
     
3,863
     
(976
)
 
$
1,639
     
6,208
     
(4,569
)
 
Capital Resources

Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios and to qualify Trustco Bank as a well-capitalized institution in accordance with federal regulatory requirements. Historically, most of the Company’s capital requirements have been provided through retained earnings generated.

Both TrustCo and Trustco Bank are subject to regulatory capital requirements. On January 1, 2015, a new capital rule took effect that revised the federal bank regulatory agencies’ risk-based capital requirements and, for the first time, subjected the Company to consolidated regulatory capital requirements. Among other matters, the rule also established a new common equity Tier 1 minimum capital requirement of 4.5% of risk-weighted assets, increased the minimum Tier 1 capital to risk-based assets requirement from 4.0% to 6.0% of risk-weighted assets, changed the risk-weightings of certain assets, and changed what qualifies as capital for purposes of meeting the various capital requirements. In addition, the Company and the Bank are required to maintain additional levels of Tier 1 common equity (the capital conservation buffer) over the minimum risk-based capital levels before they may pay dividends, repurchase shares, or pay discretionary bonuses. The new rule will be phased-in over several years and will be fully in effect in 2019.  Calendar year 2016 was the second year of implementation of the new capital rules. Prior to January 2015, the Company had not been subject to consolidated regulatory capital requirements.
 
18

As of December 31, 2016, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including if the current [and also fully phased-in] capital conservation buffer is taken into account.

Under the OCC’s “prompt corrective action” regulations, a bank is deemed to be “well-capitalized” when its CET1, Tier 1, total risk-based, and leverage capital ratios are at least 6.5%, 8%, 10%, and 5%, respectively. A bank is deemed to be “adequately capitalized” or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and “undercapitalized” if it fails to meet these minimal capital requirements. A bank is “significantly undercapitalized” if its CET1, Tier 1, total risk-based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%. At December 31, 2016 and 2015, Trustco Bank met the definition of “well-capitalized.”

The Company’s dividend payout ratio was 58.9% of net income in 2016 and 59.1% of net income in 2015. The per-share dividend paid in both 2015 and 2016 was $0.2625. The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the Bank’s compliance with the capital plan required under the terms of the Bank’s July 21, 2015 formal agreement with the OCC. Under the OCC agreement, the Bank may declare or pay a dividend or make a capital distribution only (a) when the Bank is in compliance with its approved written capital plan, and would remain in compliance with such Capital Plan immediately following the declaration or payment of any dividend or capital distribution, and (b) following OCC approval under OCC capital distribution rules. The OCC may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement. In addition, under the agreement signed with the OCC in 2015, the payment of dividends by the Bank are subject to prior approval. During 2017, the Bank could declare, with regulatory approval, dividends of approximately $57.8 million plus any 2017 net profits retained to the date of the dividend declaration.

TrustCo’s consolidated Tier 1 risk-based capital was 17.78% of risk-adjusted assets at December 31, 2016, and 17.71% of risk-adjusted assets at December 31, 2015. Consolidated Tier 1 capital to assets (leverage ratio) at December 31, 2016 was 9.11%, as compared to 8.85% at year-end 2015.  Note 14 to the financial statements includes information on all regulatory capital ratios.

TrustCo maintains a dividend reinvestment plan (DRP) with approximately 12,200 participants. During 2016, $2.4 million of dividends paid on the shares held in this plan were reinvested in shares of the Company. The DRP also allows for additional purchases by participants and has a discount feature (up to a 5% for safe harbor provisions) that can be activated by management as a tool to raise capital. To date, the discount feature has not been utilized.

Risk Management

The responsibility for balance sheet risk management oversight is the function of the Company’s Asset Allocation Committee. The committee meets monthly and includes the executive officers of the Company as well as other department managers as appropriate. The meetings include a review of balance sheet structure, formulation of strategy in light of anticipated economic conditions, and comparison to Board-established guidelines to control exposures to various types of risk.

Credit Risk

Credit risk is managed through a network of loan officer authorities, review committees, loan policies, and oversight from the senior executives of the Company. In addition, the Company utilizes a loan review function to evaluate management’s loan grading of non-homogeneous loans. Management follows a policy of continually identifying, analyzing, and evaluating the credit risk inherent in the loan portfolio. As a result of management’s ongoing reviews of the loan portfolio, loans are placed in nonaccrual status, either due to the delinquent status of the principal and/or interest payments, or based on a judgment by management that, although payment of principal and/or interest is current, such action is prudent. Thereafter, no interest is taken into income unless received in cash or until such time as the borrower demonstrates a sustained ability to make scheduled payments of interest and principal.

Management has also developed policies and procedures to monitor the credit risk in relation to the Federal Funds sold portfolio. TrustCo maintains an approved list of third party banks to which Trustco can sell Federal Funds and monitors the credit rating and capital levels of those institutions. At December 31, 2016 virtually all of the Federal Funds sold and other short term investments were funds on deposit at the Federal Reserve Bank of New York and the Federal Home Loan Bank of New York. The Company also monitors the credit ratings on its investment securities and performs initial and periodic reviews of financial information for corporate and municipal bonds.
 
19

Nonperforming Assets

Nonperforming assets include loans in nonaccrual status, restructured loans, loans past due by three payments or more and still accruing interest, and foreclosed real estate properties.

Nonperforming assets at year-end 2016 and 2015 totaled $29.3 million and $34.7 million, respectively. Nonperforming loans as a percentage of the total loan portfolio were 0.73% in 2016 and 0.86% in 2015. As of December 31, 2016 and December 31, 2015, there were $10.3 million and $10.6 million, respectively, of loans in non-accruing status that were less than 90 days past due. During 2016, a sale of approximately $1.4 million of nonperforming assets was completed at a gain of $24 thousand.

NONPERFORMING ASSETS

(dollars in thousands)
 
As of December 31,
 
   
2016
   
2015
   
2014
   
2013
   
2012
 
Loans in nonaccrual status
 
$
25,018
     
28,212
     
33,886
     
43,227
     
52,446
 
Loans contractually past due 3 payments or more and still accruing interest
   
-
     
-
     
-
     
-
     
-
 
Restructured retail loans
   
42
     
48
     
125
     
166
     
231
 
Total nonperforming loans (1)
   
25,060
     
28,260
     
34,011
     
43,393
     
52,677
 
Foreclosed real estate
   
4,268
     
6,455
     
6,441
     
8,729
     
8,705
 
Total nonperforming assets
 
$
29,328
     
34,715
     
40,452
     
52,122
     
61,382
 
Allowance for loan losses
 
$
43,890
     
44,762
     
46,327
     
47,714
     
47,927
 
Allowance coverage of nonperforming loans
   
1.75
x
 
1.58
     
1.36
     
1.10
     
0.91
 
Nonperforming loans as a % of total loans
   
0.73
%
 
0.86
     
1.08
     
1.49
     
1.96
 
Nonperforming assets as a % of total assets
   
0.60
     
0.73
     
0.87
     
1.15
     
1.41
 
 
(1)
As of December 31, 2016, 2015 and 2014, the Company also had $11.5 million, $10.9 million and $9.9 million, respectively, of performing loans for which the borrower has filed for chapter 7 bankruptcy protection and not reaffirmed their debt to Trustco Bank. Under guidance issued by the OCC in the third quarter of 2014, these loans are deemed to be troubled debt restructurings (“TDRs”), and as such have been included in the impaired loan disclosures. For the periods prior to the OCC guidance, these loans were not considered to be TDRs.

At December 31, 2016, nonperforming loans include a mix of commercial and residential loans. Of the total nonaccrual loans of $25.0 million, $23.1 million were residential real estate loans and $1.8 million were commercial loans. It is the Company’s policy to classify loans as nonperforming if three monthly payments have been missed. Economic conditions improved over the last year, but remain challenging in some respects. The majority of the Company’s loan portfolio continues to come from its historical market area in Upstate New York. As of December 31, 2016, 78.5% of loans are in New York, including both the Upstate and Downstate areas, as well as nominal loan balances in adjoining states. The Upstate New York region has been affected by the economic downturn to a much lesser degree than markets that previously enjoyed more robust growth and more rapid escalation in housing prices. The remaining 21.5% of the loan portfolio are Florida loans. The Company’s Downstate New York and Florida market areas experienced more of an impact from the economic downturn, but conditions have improved significantly over the recent years. At December 31, 2016, 7.7% of nonperforming loans were in Florida, with the remainder in the Company’s New York area markets. In management’s view, the Company’s traditionally strong underwriting standards and avoidance of exotic loan types has helped it avoid further deterioration in its Florida loan portfolio. At December 31, 2016 nonperforming Florida loans amounted to $1.9 million compared to $1.8 million at December 31, 2015.

TrustCo has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a TDR, as impaired loans.

There were $2.4 million and $3.3 million of commercial loans classified as impaired as of December 31, 2016 and 2015, respectively. In addition, there were $21.6 million and $22.6 million of residential TDRs classified as impaired at December 31, 2016 and 2015, respectively. Generally, residential TDRs involve the borrower filing for bankruptcy protection. The average balances of all impaired loans were $22.4 million during 2016, $26.6 million in 2015 and $27.7 million in 2014.

Ongoing portfolio management is intended to result in early identification and disengagement from deteriorating credits. TrustCo has a diversified loan portfolio that includes a significant balance of residential mortgage loans to borrowers in the Capital Region of New York and avoids concentrations to any one borrower or any single industry.
 
20

There are inherent risks associated with lending, however based on its review of the loan portfolio, including loans classified as nonperforming loans, TDRs and impaired loans, management is aware of no other loans in the portfolio that pose significant risk of the eventual non-collection of principal and interest. As of December 31, 2016, there were no other loans classified for regulatory purposes that management reasonably expects will materially impact future operating results, liquidity, or capital resources. TrustCo has no advances to borrowers or projects located outside the United States. The Bank makes loans to executive officers, directors and to associates of such persons. These loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions. These loans do not involve more than normal risk of collectability or present other unfavorable features.

At year-end 2016 and 2015 there were $4.3 million and $6.5 million of foreclosed real estate, respectively. Although the length of time to complete a foreclosure has remained elevated in recent years, TrustCo, as a portfolio lender, has not encountered issues such as lost notes and other documents, which have been a problem in the foreclosure process for many other mortgagees.

Allowance for Loan Losses

The Company maintains an allowance for loan losses that is available to absorb losses on loans that management determines are uncollectible. The balance of the allowance is maintained at a level that is, in management’s judgment, representative of probable incurred losses related to the loan portfolio at the end of the reporting period.

In determining the appropriate level of the allowance for loan losses, management reviews loan growth trends, historical charge-off and recovery data, and past due and nonperforming loan activity. Also, there are a number of other factors that are taken into consideration, including:

·
the magnitude, nature and trends of recent loan charge-offs and recoveries;

·
the growth in the loan portfolio and the implication that it has in relation to the economic climate in the Bank’s market territories, and;

·
the economic environment in the Upstate New York and Florida territories over the last several years, as well as in the Company’s other market areas.

Management continues to monitor these trends in determining provisions for loan losses in relation to loan charge-offs, recoveries, the level and trends of nonperforming loans and overall economic conditions in the Company’s market territories.

The table, “Summary of Loan Loss Experience”, includes an analysis of the changes to the allowance for the past five years. Net loans charged off in 2016 and 2015 were $3.8 million and $5.3 million, respectively. The decrease in net charge-offs was the result of lower gross charge-offs in both the New York and Florida residential segments of the portfolio. New York commercial gross charge-offs were roughly flat from 2015 to 2016, while residential gross charge-offs were down $1.2 million in 2016 relative to 2015. There were no Florida commercial charge-offs in either 2015 or 2016, while residential gross charge-offs were down $193 thousand from 2015 to 2016. The changes in gross and net charge-offs in these categories reflected economic and market changes. During 2016, 77.3% of net charge-offs were on residential real estate loans, 15.4% were on commercial loans and 7.3% were on installment loans, compared to an average loan mix of 5.9% commercial, 93.9% real estate (including home equity products) and 0.2% installment. Included in the net numbers cited above were recoveries of $888 thousand in 2016 and $650 thousand in 2015. The Company recorded a $3.0 million provision for loan losses in 2016 compared to $3.7 million in 2015. The decrease in the provision for loan losses in 2016 was primarily related to positive asset quality trends and improving economic conditions.

The allowance for loan losses decreased from $44.8 million at December 31, 2015, or 1.36% of total loans at that date, to $43.9 million at December 31, 2016, or 1.28% of total loans at that date.

Management believes that the allowance for loan losses is adequate at December 31, 2016 and 2015. The decrease in the level of allowance for loan losses relative to residential loans at December 31, 2016, as compared to 2015, is due to positive trends in asset quality and the general improvement in economic conditions throughout the Company’s market areas.  Although asset quality indicators for our commercial loan portfolio are flat or improving compared to last year, there are certain inherent risks associated with commercial lending in the current environment that warrant an increase in the allocation of the allowance for loan losses to the commercial portfolio at this time.

While conditions in most of the Bank’s market areas are stable or improving, should general economic conditions weaken and/or real estate values begin to decline again, the level of problem loans may increase, as would the level of the provision for loan losses.
 
21

SUMMARY OF LOAN LOSS EXPERIENCE

(dollars in thousands)
 
2016
   
2015
   
2014
   
2013
   
2012
 
Amount of loans outstanding at end of year (less unearned income)
 
$
3,430,586
     
3,293,304
     
3,158,332
     
2,908,809
     
2,684,733
 
Average loans outstanding during year (less average unearned income)
   
3,348,324
     
3,234,806
     
3,014,156
     
2,771,663
     
2,572,983
 
Balance of allowance at beginning of year
   
44,762
     
46,327
     
47,714
     
47,927
     
48,717
 
Loans charged off:
                                       
Commercial and commercial real estate
   
795
     
779
     
1,010
     
1,172
     
2,499
 
Real estate mortgage - 1 to 4 family
   
3,573
     
4,951
     
6,320
     
7,592
     
10,839
 
Installment
   
342
     
185
     
214
     
74
     
141
 
Total
   
4,710
     
5,915
     
7,544
     
8,838
     
13,479
 
                                         
Recoveries of loans previously charged off:
                                       
Commercial and commercial real estate
   
207
     
27
     
514
     
519
     
138
 
Real estate mortgage - 1 to 4 family
   
617
     
577
     
511
     
1,089
     
502
 
Installment
   
64
     
46
     
32
     
17
     
49
 
Total
   
888
     
650
     
1,057
     
1,625
     
689
 
Net loans charged off
   
3,822
     
5,265
     
6,487
     
7,213
     
12,790
 
Provision for loan losses
   
2,950
     
3,700
     
5,100
     
7,000
     
12,000
 
Balance of allowance at end of year
 
$
43,890
     
44,762
     
46,327
     
47,714
     
47,927
 
Net charge offs as a percent of average loans outstanding during year (less average unearned income)
   
0.11
%
   
0.16
     
0.22
     
0.26
     
0.50
 
Allowance as a percent of loans outstanding at end of year
   
1.28
     
1.36
     
1.47
     
1.64
     
1.79
 

Allocation of the Allowance for Loan Losses

The allocation of the allowance for loans losses is as follows:

(dollars in thousands)
 
As of
   
As of
 
   
December 31, 2016
   
December 31, 2015
 
     
Amount
   
Percent of
Loans to
Total Loans
   
Amount
   
Percent of
Loans to
Total Loans
 
Commercial
 
$
4,820
     
5.32
%
 
$
4,347
     
5.85
%
Real estate - construction
   
318
     
0.72
%
   
365
     
0.81
%
Real estate mortgage - 1 to 4 family
   
32,452
     
83.93
%
   
33,167
     
82.14
%
Home equity lines of credit
   
5,570
     
9.76
%
   
6,365
     
10.91
%
Installment Loans
   
730
     
0.26
%
   
518
     
0.29
%
   
$
43,890
     
100.00
%
 
$
44,762
     
100.00
%

Market Risk

The Company’s principal exposure to market risk is with respect to interest rate risk. Interest rate risk is the potential for economic loss due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current market value.

Quantitative and Qualitative Disclosure about Market Risk

TrustCo realizes income principally from the difference or spread between the interest earned on loans, investments and other interest-earning assets and the interest paid on deposits and borrowings. Loan volume and yield, as well as the volume of and rates on investments, deposits and borrowings are affected by market interest rates. Additionally, because of the terms and conditions of many of the loan documents and deposit accounts, a change in interest rates could also affect the projected maturities of the loan portfolio and/or the deposit base.
 
22

In monitoring interest rate risk, management focuses on evaluating the levels of net interest income and the fair value of capital in varying interest rate cycles within Board-approved policy limits. Interest rate risk management also must take into consideration, among other factors, the Company’s overall credit, operating income, operating cost, and capital profile. The Asset Allocation Committee, which includes all members of executive management and reports quarterly to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of potential change in the fair value of capital as a result of changes in market interest rates.

The Company uses an industry standard simulation model as the primary tool to identify, quantify and project changes in interest rates and the impact on the balance sheet and forecasted net interest income. The model utilizes assumptions with respect to cash flows and prepayment speeds taken both from industry sources and internally generated data based upon historical trends in the Bank’s balance sheet. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in market interest rates are also incorporated into the model. This model calculates a fair value amount with respect to non-time deposit categories, since these deposits are part of the core deposit products of the Company. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the fair value of capital or precisely predict the impact of fluctuations in interest rates on the fair value of capital.

Using this model, the fair values of capital projections as of December 31, 2016 are referenced below. The base case scenario shows the present estimate of the fair value of capital assuming no change in the operating environment or operating strategies and no change in interest rates from those existing in the marketplace as of December 31, 2016. The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase by 100, 200, 300 and 400 basis points (BP) or to decrease by 100 basis points.

As of December 31, 2016
 
Estimated Percentage of
Fair value of Capital to
Fair value of Assets
 
+400 BP
   
19.48
%
+300 BP
   
20.73
 
+200 BP
   
21.94
 
+100 BP
   
22.97
 
Current rates
   
23.14
 
-100 BP
   
21.79
 

At December 31, 2016, the Company’s consolidated Tier 1 capital to assets ratio (leverage capital ratio) was 9.11%.

The fair value of capital is calculated as the fair value of assets less the fair value of liabilities in the interest rate scenario presented. The fair value of capital in the current rate environment is 23.14% of the fair value of assets, whereas the current Tier 1 capital to assets ratio was 9.11% at December 31, 2016, as noted. The significant difference between these two capital ratios reflects the impact that a fair value calculation can have on the capital ratios of a company. The fair value of capital calculations take into consideration the fair value of deposits, including those deposits considered core deposits, along with the fair value of assets such as the loan portfolio.

A secondary method to identify and manage the interest rate risk profile is the static gap analysis. Interest sensitivity gap analysis measures the difference between the assets and liabilities repricing or maturing within specific time periods. An asset-sensitive position indicates that there are more rate-sensitive assets than rate-sensitive liabilities repricing or maturing within specific time periods, which would generally imply a favorable impact on net interest income in periods of rising interest rates and a negative impact in periods of falling rates. A liability-sensitive position would generally imply a negative impact on net interest income in periods of rising rates and a positive impact in periods of falling rates.

Static gap analysis has limitations because it cannot measure precisely the effect of interest rate movements and competitive pressures on the repricing and maturity characteristics of interest-earning assets and interest-bearing liabilities. In addition, a significant portion of the interest sensitive assets are fixed rate securities with relatively long lives whereas the interest-bearing liabilities are not subject to these same limitations. As a result, certain assets and liabilities may in fact reprice at different times and at different volumes than the static gap analysis would indicate. The Company deemphasized the use of gap analysis in favor of the more advanced methods provided by the previously noted model, including the sensitivity of the economic value of equity and net interest income.

The Company recognizes the relatively long-term nature of the fixed rate residential loan portfolio. To fund those long-term assets, the Company cultivates long-term deposit relationships (often called core deposits). These core deposit relationships tend to be longer-term in nature and not as susceptible to changes in interest rates. Core deposit balances, along with substantial levels of short-term liquid assets allows the Company to take on certain interest rate risk with respect to the fixed rate loans on its balance sheet.
 
23

The table, “Interest Rate Sensitivity,” presents an analysis of the interest-sensitivity gap position at December 31, 2016. All interest-earning assets and interest-bearing liabilities are shown based upon their contractual maturity or repricing date adjusted for forecasted prepayment rates. Asset prepayment and liability repricing periods are selected after considering the current rate environment, industry prepayment and data specific to the Company. The interest rate sensitivity table indicates that TrustCo is nominally liability sensitive on a cumulative basis when measured at the one-year point, but is asset sensitive otherwise. The effect of being asset sensitive is that rising interest rates should result in assets repricing to higher levels faster than liabilities repricing to higher levels, thus increasing net interest income. Conversely, should interest rates decline, the Company’s interest bearing assets would reprice down faster than liabilities, resulting in lower net interest income.
 
INTEREST RATE SENSITIVITY

(dollars in thousands)
 
At December 31, 2016
 
   
Repricing in:
 
   
Less than 1
year
   
1-5
years
   
Over 5
years
   
Rate
Insensitive
   
Total
 
Total assets
 
$
1,481,108
     
1,499,602
     
1,771,480
     
116,616
     
4,868,806
 
Cumulative total assets
 
$
1,481,108
     
2,980,710
     
4,752,190
     
4,868,806
         
Total liabilities and shareholders' equity
 
$
1,533,771
     
1,229,124
     
1,644,793
     
461,118
     
4,868,806
 
Cumulative total liabilities and shareholders' equity
 
$
1,533,771
     
2,762,895
     
4,407,688
     
4,868,806
         
Cumulative interest sensitivity gap
 
$
(52,663
)
   
217,815
     
344,502
                 
Cumulative gap as a % of interest earning assets for the period
   
(3.6
%)
   
7.3
%
   
7.2
%
               
Cumulative interest sensitive assets to liabilities
   
96.6
%
   
107.9
%
   
107.8
%
               

In practice, the optionality imbedded in many of the Company’s assets and liabilities, along with other limitations such as differing timing between changes in rates on varying assets and liabilities limits the effectiveness of gap analysis.  Thus, the table should be viewed as a rough framework in the evaluation of interest rate risk. Management takes these factors, and others, into consideration when reviewing the Bank’s gap position and establishing its asset/liability strategy. As noted, the simulation model is better able to consider these aspects of the Bank’s exposure to potential rate changes and thus is viewed as the more important of the two methodologies.

Liquidity Risk

TrustCo seeks to obtain favorable funding sources and to maintain prudent levels of liquid assets in order to satisfy various liquidity demands. In addition to serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs. Many factors affect the ability to meet liquidity needs, including changes in the markets served by the Bank’s network of branches, the mix of assets and liabilities, and general economic conditions.

The Company actively manages its liquidity position through target ratios established under its asset/liability management policies. Continual monitoring of these ratios, both historically and through forecasts under multiple interest rate scenarios, allows TrustCo to employ strategies necessary to maintain adequate liquidity levels as provided in its asset/liability management policies. Management has also developed various liquidity alternatives, such as borrowings from the Federal Home Loan Bank of New York (“FHLBNY”) and the Federal Reserve Bank of New York (“FRBNY”), and through the utilization of brokered CDs, should the need develop.

The Company achieves its liability-based liquidity objectives in a variety of ways. Liabilities can be classified into three categories for the purposes of managing liability-based liquidity: core deposits, purchased money, and capital market funds. TrustCo seeks deposits that are dependable and predictable and that are based as much on the level and quality of service as they are on interest rate. Average core deposits (total deposits less time deposits greater than $250 thousand) amounted to $4.00 billion in 2016 and $4.01 billion in 2015. Average balances of core deposits are detailed in the table “Mix of Average Sources of Funding.”

In addition to core deposits, another source of liability-based funding available to TrustCo is purchased money, which consists of long-term and short-term borrowings, Federal Funds purchased, securities sold under repurchase agreements, and time deposits greater than $250 thousand. The average balances of these purchased liabilities are detailed in the table “Mix of Average Sources of Funding.” During 2016, the average balance of purchased liabilities was $329.9 million, compared with $282.3 million in 2015. Although classified as purchased liabilities for the purposes of this analysis the Company does not offer premium rates on large time deposits and thus views its time deposits as relatively stable funds.  The increase in borrowed funds is wholly the result of customer’s behavioral preferences in regard to managing their funds and does not reflect any decision by management to increase this category of funding.  The classification of time deposits over $250 thousand as purchased liabilities is typical industry practice, partly reflecting that some banks pay premium rates for larger balance time deposits.
 
24

The Bank also has a line of credit available with the FHLBNY. The amount of that line is determined by the Bank’s total assets and the amount and types of collateral pledged. Assets that are eligible for pledging include most loans and securities. The Bank can borrow up to 30% of its total assets from the FHLBNY without special approval and may apply to borrow up to 50% of its total assets. Securities and loans pledged as collateral against any borrowings must cover certain margin requirements. Eligible securities have a maximum lendable value of 67% to 97%, depending on the security type, with the securities in the Bank’s investment portfolio generally having maximum lendable values of 80% to 95%. The maximum lendable value against loans is 90% for 1-4 family residential mortgages, 80% for multifamily mortgages and 75% for commercial mortgages. For both securities and loans, the maximum lendable limits are applied to the market value of the asset pledged. At December 31, 2016 there were no outstanding balances associated with this line of credit.  In addition, the Bank has access to borrowings from the FRBNY.  Borrowings from the FRBNY are subject to collateralization by securities or loans acceptable to the FRBNY and at collateral margins set by the FRBNY.

The Company’s overall liquidity position is favorable compared to its peers. A simple liquidity proxy often used in the industry is the ratio of loans to deposits, with a lower number representing a more liquid institution. At December 31, 2016, TrustCo’s loan to deposit ratio was 81.8% compared to 80.3% at December 31, 2015, while the median peer group of all publically traded banks and thrifts tracked by SNL financial with assets between $2 billion and $10 billion had ratios of 92.4% and 91.0%, respectively. In addition, at December 31, 2016 and 2015, the Company had cash and cash equivalents totaling $707.3 million and $718.2 million, respectively, as well as unpledged securities available for sale with a fair value of $355.5 million and $323.9 million, respectively.

Off-Balance Sheet Risk

Commitments to extend credit: The Bank makes contractual commitments to extend credit, and extends lines of credit which are subject to the Bank’s credit approval and monitoring procedures. At December 31, 2016 and 2015, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $462.5 million and $432.1 million, respectively. In management’s opinion, there are no material commitments to extend credit that represent unusual risk.

The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $4.6 million and $3.5 million at December 31, 2016 and 2015, respectively, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios are generally consistent with loan-to-value requirements for other commercial loans secured by similar types of collateral. The fair value of the Company’s standby letters of credit at December 31, 2016 and 2015 was insignificant.

Other off-balance sheet risk: TrustCo does not engage in activities involving interest rate swaps, forward placement contracts, or any other instruments commonly referred to as “derivatives.” Management believes these instruments pose a high degree of risk, and that investing in them is unnecessary. TrustCo has no off-balance sheet partnerships, joint ventures, or other risk sharing entities.

Noninterest Income and Expense

Noninterest income: Noninterest income is an important source of revenue for the Company and a factor in overall results. Total noninterest income was $19.0 million in 2016, $17.9 million in 2015 and $19.9 million in 2014. Included in the 2016 results are $668 thousand of net securities gains, compared with net gains of $251 thousand in 2015 and $717 thousand in 2014. Excluding securities gains and losses, noninterest income was $18.3 million in 2016, $17.6 million in 2015 and $19.2 million in 2014.

Trustco Financial Services contributes a large recurring portion of noninterest income through fees generated by providing fiduciary and investment management services. Income from these fiduciary activities totaled $5.9 million in 2016, $6.0 million in 2015 and $5.8 million in 2014. Trust fees are generally calculated as a percentage of the assets under management by Trustco Financial Services. In addition, trust fees include fees for estate settlements, tax preparation, and other services. Assets under management by Trustco Financial Services are not included on the Company’s Consolidated Financial Statements because Trustco Financial Services holds these assets in a fiduciary capacity. At December 31, 2016, 2015 and 2014, fair value of assets under management by the Trustco Financial Services were approximately $845.7 million, $841.8 million and $917.9 million, respectively. The changes in levels of assets under management reflects a combination of changing market valuations and the net impact of new customer asset additions, losses of accounts and the settlement of estates.
 
25

The Company routinely reviews its service charge policies and levels relative to its competitors. Reflecting those reviews, the Company makes changes in fees for services to customers in terms of both the levels of fees as well as types of fees where appropriate. The changes in reported noninterest income also reflect the volume of services customers utilized and regulatory changes governing overdrafts. During 2016, 2015 and 2014 sales of nonperforming loans resulted in gains of $24 thousand, $60 thousand and $164 thousand, respectively, and are included in other noninterest income. Also included in other noninterest income in 2016 is a gain of $469 thousand on the sale of a building, and in 2014 a gain of $1.6 million on the sale of a property in Florida that was intended to be used as a regional headquarters.

NONINTEREST INCOME

(dollars in thousands)
 
For the year ended December 31,
   
2016 vs. 2015
 
   
2016
   
2015
   
2014
   
Amount
   
Percent
 
Trustco Financial Services income
 
$
5,886
     
5,971
     
5,837
     
(85
)
   
(1.4
)%
Fees for services to customers
   
10,857
     
10,689
     
10,844
     
168
     
1.6
 
Net gain on securities transactions
   
668
     
251
     
717
     
417
     
166.1
 
Other
   
1,601
     
961
     
2,508
     
640
     
66.6
 
Total noninterest income
 
$
19,012
     
17,872
     
19,906
     
1,140
     
6.4
%

Noninterest expense: Noninterest expense was $93.8 million in 2016, compared with $90.6 million in 2015 and $84.7 million in 2014. TrustCo’s operating philosophy stresses the importance of monitoring and controlling the level of noninterest expense. The efficiency ratio is a strong indicator of how well controlled and monitored these expenses are for a banking enterprise. A low ratio indicates highly efficient performance. The median efficiency ratio for a peer group composed of banking institutions with assets of $2 to $10 billion was 60.5% for 2016. TrustCo’s efficiency ratio was 55.7% in 2016, 55.1% in 2015 and 52.6% in 2014. Excluded from the efficiency ratio calculation were $668 thousand of securities gains in 2016, $251 thousand of securities gains in 2015 as well as $717 thousand of securities gains in 2014. In addition in 2016 and 2014, respectively, the ratios exclude the gain on the sale of a branch building and the building in Florida, and for 2016, 2015 and 2014 gains on the sale of NPL’s previously mentioned were also excluded. Other real estate owned expense or income is also excluded from this calculation for all periods presented.

NONINTEREST EXPENSE

(dollars in thousands)
 
For the year ended December 31,
   
2016 vs. 2015
 
   
2016
   
2015
   
2014
   
Amount
   
Percent
 
Salaries and employee benefits
 
$
36,508
     
32,521
     
32,879
     
3,987
     
12.3
%
Net occupancy expense
   
16,078
     
15,799
     
16,251
     
279
     
1.8
 
Equipment expense
   
6,320
     
6,871
     
7,219
     
(551
)
   
(8.0
)
Professional services
   
8,200
     
7,878
     
5,807
     
322
     
4.1
 
Outsourced services
   
6,216
     
5,860
     
5,350
     
356
     
6.1
 
Advertising expense
   
2,515
     
2,593
     
2,487
     
(78
)
   
(3.0
)
FDIC and other insurance
   
5,967
     
6,339
     
3,907
     
(372
)
   
(5.9
)
Other real estate expense, net
   
2,558
     
2,001
     
1,009
     
557
     
27.8
 
Other
   
9,465
     
10,698
     
9,761
     
(1,233
)
   
(11.5
)
Total noninterest expense
 
$
93,827
     
90,560
     
84,670
     
3,267
     
3.6
%

Salaries and employee benefits are the most significant component of noninterest expense. For 2016, these expenses amounted to $36.5 million, compared with $32.5 million in 2015 and $32.9 million in 2014. The change in salaries and benefits in 2016 was due to increases in employees related to fulfilling the agreement with the OCC and the voluntary waiver of the executive officers’ bonuses for 2015. Full time equivalent headcount increased from 787 as of December 31, 2015 to 808 as of December 31, 2016.

Net occupancy expense increased to $16.1 million in 2016, compared to $15.8 million in 2015 and $16.3 million in 2014. These changes reflect a combination of inflationary increases and lower energy and weather-related costs during 2015.

Equipment expense was down $551 thousand to $6.3 million in 2016, compared to $6.9 million in 2015 and $7.2 million in 2014. There were fewer significant equipment upgrade programs required in 2016, contributing to the expense decline.

Professional services expense increased to $8.2 million in 2016, compared to $7.9 million in 2015 and $5.8 million in 2014. The significant increase in these costs in 2015 was driven by the use of various consultants and experts utilized to assist with meeting the requirements of the agreement with the OCC. The increase moderated in 2016 and over time is expected to decline somewhat.  Outsourced service expense was $6.2 million in 2016, $5.9 million in 2015 and $5.4 million in 2014, reflecting increased accounts and transaction volumes as well as outsourced credit card product costs. Advertising expense was $2.5 million in 2016, $2.6 million in 2015 and $2.5 million in 2014.
 
26

FDIC and other insurance expense was $6.0 million in 2016, $6.3 million in 2015 and $3.9 million in 2014. The significant increase in 2015 primarily reflected a higher FDIC premium arising from the OCC agreement.  The slight decline in 2016 reflects changes in the FDIC premium structure that occurred in the second half of the year.  The full benefit of that change will be reflected in 2017, assuming no further changes in the premium structure.

Other real estate expense increased to $2.6 million in 2016, as compared to $2.0 million in 2015 and $1.0 million in 2014. Included in ORE expense during 2016, 2015 and 2014 were write downs of properties included in ORE totaling $1.2 million, $1.1 million and $2.0 million, respectively. Also included in 2014 results was a gain of $2.4 million on the sale of a large ORE property.

Changes in other noninterest expense are the results of normal banking activities.  The significant increase in 2015 was partly the result of the one-time costs to roll out chip card technology for TrustCo’s debit cards.

Income Tax

In 2016, TrustCo recognized income tax expense of $25.7 million, as compared to $24.5 million in 2015 and $27.4 million in 2014. The effective tax rates were 37.6%, 36.7% and 38.3% in 2016, 2015, and 2014, respectively. The tax expense on the Company’s income was different from the tax expense at the federal statutory rate of 35%, due primarily to the effect of state income taxes and to a lesser extent to the effect of tax exempt income.

Contractual Obligations

The Company is contractually obligated to make the following payments on leases as of December 31, 2016:

(dollars in thousands)
 
Payments Due by Period:
 
   
Less Than
   
1-3
   
3-5 More than
       
   
1 Year
   
Years
   
Years
   
5 Years
   
Total
 
                               
Operating leases
 
$
7,134
     
13,801
     
12,973
     
35,758
     
69,666
 

In addition, the Company is contractually obligated to pay data processing vendors approximately $6 million to $7 million per year through 2020.

Also, the Company is obligated under its various employee benefit plans to make certain payments of approximately $1.8 to $1.9 million per year through 2026. Additionally, the Company is obligated to pay the accumulated benefits under the Company’s supplementary pension plan which amounted to $5.6 million as of December 31, 2016 and 2015. Actual payments under the plan are made in accordance with the plan provisions.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements for the years ended 2016, 2015 and 2014 have been prepared in accordance with U.S. generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increasing cost of operations.

Unlike most industrial companies, nearly all assets and liabilities of the Company are monetary. As a result, changes in interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation, because interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

Critical Accounting Policies

Pursuant to recent Securities and Exchange Commission (“SEC”) guidance, management of the Company is encouraged to evaluate and disclose those accounting policies that are judged to be critical policies – those most important to the portrayal of the Company’s financial condition and results, and that require management’s most difficult subjective or complex judgments. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy, given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that such judgments can have on the results of operations. Included in Note 1 to the Consolidated Financial Statements contained in the Company’s 2016 Annual Report on Form 10-K is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.
 
27

Recent Accounting Pronouncements

Please refer to Note 18 to the consolidated financial statements for a detailed discussion of new accounting pronouncements and their impact on the Company.

Forward-Looking Statements

Statements included in this report and in future filings by TrustCo with the SEC, in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer, that are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Forward-looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results, and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:

  ·
TrustCo’s ability to continue to originate a significant volume of one- to- four family mortgage loans in its market areas and to otherwise maintain or increase its market share in the areas in which it operates;

·
TrustCo’s ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income;

·
TrustCo’s ability to comply with the Formal Agreement entered into with Trustco Bank’s regulator, the OCC, and potential regulatory actions if TrustCo or Trustco Bank fails to comply;

·
Restrictions or conditions imposed by TrustCo’s and Trustco Bank’s regulators on their operations that may make it more difficult to achieve TrustCo’s and Trustco Bank’s goals;

·
the future earnings and capital levels of TrustCo and Trustco Bank and the continued receipt of approvals from TrustCo’s and Trustco Bank’s primary federal banking regulators under regulatory rules and the Formal Agreement to distribute capital from Trustco Bank to TrustCo, which could affect the ability of TrustCo to pay;

·
the results of supervisory monitoring or examinations of Trustco Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our loss allowances or to take other actions that reduce capital or income;
 
·
TrustCo’s ability to make accurate assumptions and judgments regarding the credit risks associated with its lending and investing activities, including changes in the level and direction of loan delinquencies and charge-offs, changes in property values, and changes in estimates of the adequacy of the allowance for loan and lease losses;

·
the effects of and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rates, market and monetary fluctuations;

·
adverse conditions in the securities markets that lead to impairment in the value of securities in TrustCo’s investment portfolio;

·
changes in law and policy accompanying the new presidential administration and uncertainty or speculation pending the enactment of such changes;

·
the perceived overall value of TrustCo’s products and services by users, including the features, pricing and quality compared to competitors’ products and services and the willingness of current and prospective customers to substitute competitors’ products and services for TrustCo’s products and services;

·
changes in consumer spending, borrowing and savings habits;

·
the effect of changes in financial services laws and regulations (including laws concerning taxation, banking and securities) and the impact of other governmental initiatives affecting the financial services industry, including new regulatory capital requirements that took effect for 2016;

·
the results of examinations of Trustco Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our loss allowances or to take other actions that reduce capital or income;

·
changes in management personnel;
 
28

·
real estate and collateral values;

·
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies Financial Accounting Standards Board (“FASB”) or the Public Company Accounting Oversight Board;

·
disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;

·
technological changes and electronic, cyber and physical security breaches;

·
changes in local market areas and general business and economic trends, as well as changes in consumer spending and saving habits;

·
TrustCo’s success at managing the risks involved in the foregoing and managing its business; and

·
other risks and uncertainties included under “Risk Factors” in our Form 10-K for the year ended December 31, 2016.

You should not rely upon forward-looking statements as predictions of future events. Although TrustCo believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.
 
29

SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION

(dollars in thousands, except per share data)
 
   
2016
   
2015
 
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
 
Income statement:
                                                                           
Interest and dividend income
 
$
40,026
     
40,208
     
40,503
     
40,622
     
161,359
   
$
39,325
     
39,728
     
40,141
     
40,151
     
159,345
 
Interest expense
   
3,844
     
3,909
     
3,836
     
3,715
     
15,304
     
4,160
     
4,057
     
4,091
     
3,889
     
16,197
 
Net interest income
   
36,182
     
36,299
     
36,667
     
36,907
     
146,055
     
35,165
     
35,671
     
36,050
     
36,262
     
143,148
 
Provision for loan losses
   
800
     
800
     
750
     
600
     
2,950
     
800
     
800
     
800
     
1,300
     
3,700
 
Net interest income after provison for loan losses
   
35,382
     
35,499
     
35,917
     
36,307
     
143,105
     
34,365
     
34,871
     
35,250
     
34,962
     
139,448
 
Noninterest income
   
4,572
     
5,199
     
4,729
     
4,512
     
19,012
     
4,623
     
4,454
     
4,365
     
4,430
     
17,872
 
Noninterest expense
   
23,439
     
23,974
     
23,049
     
23,365
     
93,827
     
21,857
     
22,131
     
23,464
     
23,108
     
90,560
 
Income before income taxes
   
16,515
     
16,724
     
17,597
     
17,454
     
68,290
     
17,131
     
17,194
     
16,151
     
16,284
     
66,760
 
Income tax expense
   
6,106
     
6,260
     
6,667
     
6,656
     
25,689
     
6,416
     
6,467
     
5,535
     
6,104
     
24,522
 
Net income
 
$
10,409
     
10,464
     
10,930
     
10,798
     
42,601
   
$
10,715
     
10,727
     
10,616
     
10,180
     
42,238
 
Per share data:
                                                                               
Basic earnings
 
$
0.109
     
0.110
     
0.114
     
0.113
     
0.446
   
$
0.113
     
0.113
     
0.112
     
0.107
     
0.444
 
Diluted earnings
   
0.109
     
0.109
     
0.114
     
0.113
     
0.445
     
0.113
     
0.113
     
0.111
     
0.107
     
0.444
 
Cash dividends declared
   
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
     
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
 
 
30

FIVE YEAR SUMMARY OF FINANCIAL DATA

(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2016
   
2015
   
2014
   
2013
   
2012
 
Statement of income data:
                             
Interest and dividend income
 
$
161,359
   
$
159,345
     
156,941
     
151,047
     
154,963
 
Interest expense
   
15,304
     
16,197
     
15,488
     
15,283
     
19,975
 
Net interest income
   
146,055
     
143,148
     
141,453
     
135,764
     
134,988
 
Provision for loan losses
   
2,950
     
3,700
     
5,100
     
7,000
     
12,000
 
Net interest income after provision for loan losses
   
143,105
     
139,448
     
136,353
     
128,764
     
122,988
 
Noninterest income
   
18,344
     
17,621
     
19,189
     
18,148
     
18,803
 
Net gain on securities transactions
   
668
     
251
     
717
     
1,622
     
2,161
 
Noninterest expense
   
93,827
     
90,560
     
84,670
     
85,005
     
83,977
 
Income before income taxes
   
68,290
     
66,760
     
71,589
     
63,529
     
59,975
 
Income taxes
   
25,689
     
24,522
     
27,396
     
23,717
     
22,441
 
Net income
 
$
42,601
     
42,238
     
44,193
     
39,812
     
37,534
 
Share data:
                                       
Average equivalent diluted shares (in thousands)
   
95,648
     
95,213
     
94,753
     
94,206
     
93,637
 
Book value
 
$
4.52
   
$
4.34
     
4.15
     
3.83
     
3.82
 
Cash dividends
   
0.263
     
0.263
     
0.263
     
0.263
     
0.263
 
Basic earnings
   
0.446
     
0.444
     
0.467
     
0.422
     
0.400
 
Diluted earnings
   
0.445
     
0.444
     
0.466
     
0.422
     
0.400
 
Financial:
                                       
Return on average assets
   
0.89
%
   
0.89
     
0.97
     
0.90
     
0.87
 
Return on average shareholders' equity
   
9.94
     
10.41
     
11.54
     
11.15
     
10.70
 
Cash dividend payout ratio
   
58.88
     
59.13
     
56.30
     
62.19
     
65.60
 
Tier 1 capital to assets (leverage ratio)
   
9.11
     
8.85
     
8.55
     
8.27
     
8.21
 
Tier 1 capital as a % of total risk adjusted assets
   
17.78
     
17.71
     
17.04
     
16.74
     
16.68
 
Common equity tier 1 capital ratio
   
17.78
     
17.71
     
N/A
     
N/A
     
N/A
 
Total capital as a % of total risk adjusted assets
   
19.04
     
18.97
     
18.30
     
18.00
     
17.94
 
Efficiency ratio*
   
55.67
     
55.08
     
52.60
     
52.78
     
52.28
 
Net interest margin
   
3.11
     
3.09
     
3.16
     
3.14
     
3.20
 
Average balances:
                                       
Total assets
 
$
4,790,701
     
4,721,146
     
4,574,941
     
4,422,393
     
4,332,793
 
Earning assets
   
4,698,630
     
4,630,417
     
4,487,133
     
4,334,803
     
4,238,638
 
Loans, net
   
3,348,324
     
3,234,806
     
3,014,156
     
2,771,663
     
2,572,983
 
Allowance for loan losses
   
(44,718
)
   
(46,023
)
   
(47,409
)
   
(48,452
)
   
(49,148
)
Securities available for sale
   
627,341
     
657,951
     
794,613
     
946,367
     
1,023,025
 
Held to maturity securities
   
50,975
     
63,730
     
78,356
     
104,371
     
171,710
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,554
     
9,414
     
10,135
     
10,266
     
9,425
 
Deposits
   
4,149,201
     
4,103,505
     
3,978,968
     
3,863,420
     
3,809,690
 
Short-term borrowings
   
185,672
     
184,725
     
189,430
     
180,275
     
152,982
 
Shareholders' equity
   
428,389
     
405,761
     
382,810
     
356,979
     
350,680
 

*
Non-GAAP figure; refer to Non-gaap financial measures reconciliation section for definition
 
31

Non-GAAP Financial Measures Reconciliation

Certain of the financial measures used in this report, such as taxable equivalent net interest income and net interest margin, and efficiency ratio, are determined by methods other than in accordance with generally accepted accounting principles (“GAAP”).

Taxable Equivalent Net Interest Income and Taxable Equivalent Net Interest Margin: Net interest income is commonly presented on a taxable equivalent basis. That is, to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g., was received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. Management considers this adjustment helpful to investors in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios. Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, taxable equivalent net interest income is generally used by financial institutions, again to provide investors with a better basis of comparison from institution to institution. We calculate the taxable equivalent net interest margin by dividing GAAP net interest income, adjusted to include the benefit of non-taxable interest income, by average interest earnings assets.
 
The Efficiency Ratio: Financial institutions often use an “efficiency ratio” as a measure of expense control. The efficiency ratio typically is defined as noninterest expense divided by the sum of taxable equivalent net interest income and noninterest income. As in the case of net interest income, generally, net interest income as utilized in calculating the efficiency ratio is typically expressed on a taxable equivalent basis. Moreover, many financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under GAAP) certain component elements, such as other real estate expense (deducted from noninterest expense) and securities transactions (excluded from noninterest income). We calculate the efficiency ratio by dividing total noninterest expenses as determined under GAAP, as adjusted, by net interest income (fully taxable equivalent) and total noninterest income as determined under GAAP, as adjusted, as stated in the table below.

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding the Company’s financial position, results and ratios. Management internally assesses our performance based, in part, on these measures. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies. A reconciliation of the non-GAAP measures of efficiency ratio and taxable equivalent net interest income and net interest margin to the underlying GAAP financial measures is set forth below.
 
32

Non-GAAP Financial Measures Reconciliation

(dollars in thousands, except per share amounts)
(Unaudited)
 
   
Years Ended
 
Efficiency Ratio
 
12/31/16
   
12/31/15
   
12/31/14
   
12/31/13
   
12/31/12
 
                               
Net interest income (fully taxable equivalent)
   
146,109
     
143,222
     
141,583
     
136,094
     
135,669
 
Non-interest income
   
19,012
     
17,872
     
19,906
     
19,770
     
20,964
 
Less:  Net gain on securities
   
668
     
251
     
717
     
1,622
     
2,161
 
Less:  Net gain on sale of building and net gain on sale of nonperforming loans
   
493
     
60
     
1,719
     
-
     
-
 
Revenue used for efficiency ratio
   
163,960
     
160,783
     
159,053
     
154,242
     
154,472
 
                                         
Total Noninterest expense
   
93,827
     
90,560
     
84,670
     
85,005
     
83,977
 
Less:  Other real estate expense, net
   
2,558
     
2,001
     
1,009
     
3,598
     
3,216
 
Expenses used for efficiency ratio
   
91,269
     
88,559
     
83,661
     
81,407
     
80,761
 
                                         
Efficiency Ratio
   
55.67
%
   
55.08
%
   
52.60
%
   
52.78
%
   
52.28
%
 
   
Years Ended
 
Taxable Equivalent Net Interest Margin
 
12/31/16
   
12/31/15
   
12/31/14
   
12/31/13
   
12/31/12
 
                               
Net interest income
   
146,055
     
143,148
     
141,453
     
135,764
     
134,988
 
Taxable Equivalent Adjustment
   
54
     
74
     
130
     
330
     
681
 
Net interest income (Taxable Equivalent)
   
146,109
     
143,222
     
141,583
     
136,094
     
135,669
 
                                         
Total Interest Earning Assets
   
4,698,630
     
4,630,417
     
4,487,133
     
4,334,803
     
4,238,638
 
                                         
Net Interest Margin
   
3.11
%
   
3.09
%
   
3.15
%
   
3.13
%
   
3.18
%
Taxable Equivalent Net Interest Margin
   
3.11
%
   
3.09
%
   
3.16
%
   
3.14
%
   
3.20
%
 
33

Glossary of Terms

Allowance for Loan Losses:

A balance sheet account which represents management’s estimate of probable credit losses in the loan portfolio. The provision for loan losses is added to the allowance account, charge offs of loans decrease the allowance balance and recoveries on previously charged off loans serve to increase the balance.

Basic Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding (including participating securities) during the period.

Cash Dividends Per Share:

Total cash dividends for each share outstanding on the record dates.

Common equity tier 1 capital ratio

Common equity Tier 1 capital to risk weighted assets

Comprehensive Income:

Net income plus the change in selected items recorded directly to capital such as the net change in unrealized market gains and losses on securities available for sale and the overfunded/underfunded positions in the retirement plans.

Core Deposits:

Deposits that are traditionally stable, including all deposits other than time deposits of $250,000 or more.

Derivative Investments:

Investments in futures contracts, forwards, swaps, or other investments with similar characteristics.

Diluted Earnings Per Share:

Net income divided by the weighted average number of common shares outstanding during the period, taking into consideration the effect of any dilutive stock options.

Earning Assets:

The sum of interest-bearing deposits with banks, securities available for sale, securities held to maturity, trading securities, loans, net of unearned income, and Federal Funds sold and other short-term investments.

Efficiency Ratio:

Noninterest expense (excluding other real estate expense) divided by taxable equivalent net interest income plus noninterest income (excluding securities transactions and other component income items). This is an indicator of the total cost of operating the Company in relation to the total income generated.

Federal Funds Sold:

A short-term (generally one business day) investment of excess cash reserves from one bank to another.

Government Sponsored Enterprises (“GSE”):

Corporations sponsored by the United States government and include the Federal Home Loan Bank (FHLB), the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), the Federal National Mortgage Association (FNMA or Fannie Mae) and the Small Business Administration (SBA).
 
34

Impaired Loans:

Loans, principally commercial, where it is probable that the borrower will be unable to make the principal and interest payments according to the contractual terms of the loan, and all loans considered TDRs.

Interest Bearing Liabilities:

The sum of interest bearing deposits, Federal Funds purchased, securities sold under agreements to repurchase, short-term borrowings, and long-term debt.

Interest Rate Spread:

The difference between the taxable equivalent yield on earning assets and the rate paid on interest bearing liabilities.

Liquidity:

The ability to meet loan commitments, deposit withdrawals, and maturing borrowings as they come due.

Net Interest Income:

The difference between income on earning assets and interest expense on interest bearing liabilities.

Net Interest Margin:

Fully taxable equivalent net interest income as a percentage of average earning assets.

Net Loans Charged Off:

Reductions to the allowance for loan losses written off as losses, net of the recovery of loans previously charged off.

Nonaccrual Loans:

Loans for which no periodic accrual of interest income is recognized.

Nonperforming Assets:

The sum of nonperforming loans plus foreclosed real estate properties.

Nonperforming Loans:

The sum of loans in a nonaccrual status (for purposes of interest recognition), plus accruing loans three payments or more past due as to principal or interest payments.

Parent Company:

A company that owns or controls a subsidiary through the ownership of voting stock.

Real Estate Owned:

Real estate acquired through foreclosure proceedings.

Return on Average Assets:

Net income as a percentage of average total assets.

Return on Average Equity:

Net income as a percentage of average equity.
 
35

Risk-Adjusted Assets:

A regulatory calculation that assigns risk factors to various assets on the balance sheet.

Risk-Based Capital:

The amount of capital required by federal regulatory standards, based on a risk-weighting of assets.

Subprime Loans:

Loans, including mortgages, that are underwritten based on non-traditional guidelines or structured in non-traditional ways, typically with the goal of facilitating the approval of loans that more conservative lenders would likely decline.
 
Taxable Equivalent (“TE”):

Tax exempt income that has been adjusted to an amount that would yield the same after tax income had the income been subject to taxation at the statutory federal and/or state income tax rates.

Tier 1 Capital:

Total shareholders’ equity excluding accumulated other comprehensive income.

Troubled Debt Restructurings (TDRs):

A refinanced loan in which the bank allows the borrower certain concessions that would normally not be considered. The concessions are made in light of the borrower’s financial difficulties and the bank’s objective to maximize recovery on the loan. TDRs are considered impaired loans.
 
36

Management’s Report on Internal Control over Financial Reporting

The management of TrustCo Bank Corp NY is responsible for establishing and maintaining adequate internal control over financial reporting. TrustCo’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has completed an assessment of TrustCo Bank Corp NY’s internal control over financial reporting as of December 31, 2016. In making this assessment, we used the criteria set forth by the 2013 Internal Control - Integrated Framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on our assessment, we believe that, as of December 31, 2016, the Company maintained effective internal control over financial reporting.

The Company’s internal control over financial reporting as of December 31, 2016 has been audited by Crowe Horwath LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.

/s/ Robert J. McCormick
President and Chief Executive Officer

/s/ Michael M. Ozimek
Senior Vice President and Chief Financial Officer

March 3, 2017
 
37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Audit Committee
TrustCo Bank Corp NY
Glenville, New York
 
We have audited the accompanying consolidated statements of condition of TrustCo Bank Corp NY (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. We also have audited the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TrustCo Bank Corp NY as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the TrustCo Bank Corp NY maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Crowe Horwath LLP

New York, New York
March 3, 2017
 
38

TRUSTCO BANK CORP NY
Consolidated Statements of Income
(dollars in thousands, except per share data)

   
Years Ended December 31,
 
   
2016
   
2015
   
2014
 
                   
Interest and dividend income:
                 
Interest and fees on loans
 
$
143,679
     
141,887
     
135,960
 
Interest and dividends on securities available for sale:
                       
U. S. government sponsored enterprises
   
1,489
     
1,418
     
1,417
 
State and political subdivisions
   
52
     
87
     
179
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
7,963
     
9,132
     
12,150
 
Corporate bonds
   
246
     
1
     
65
 
Small Business Administration-guaranteed participation securities
   
1,801
     
2,004
     
2,154
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
133
     
149
     
151
 
Other
   
16
     
16
     
16
 
Total interest and dividends on securities available for sale
   
11,700
     
12,807
     
16,132
 
                         
Interest on held to maturity securities:
                       
Mortgage-backed securities and collateralized mortgage obligations-residential
   
1,454
     
1,844
     
2,259
 
Corporate bonds
   
617
     
615
     
615
 
Total interest on held to maturity securities
   
2,071
     
2,459
     
2,874
 
                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
502
     
467
     
511
 
Interest on federal funds sold and other short-term investments
   
3,407
     
1,725
     
1,464
 
Total interest and dividend income
   
161,359
     
159,345
     
156,941
 
                         
Interest expense:
                       
Interest on deposits
   
14,213
     
14,983
     
14,091
 
Interest on short-term borrowings
   
1,091
     
1,214
     
1,397
 
Total interest expense
   
15,304
     
16,197
     
15,488
 
                         
Net interest income
   
146,055
     
143,148
     
141,453
 
Provision for loan losses
   
2,950
     
3,700
     
5,100
 
Net interest income after provision for loan losses
   
143,105
     
139,448
     
136,353
 
                         
Noninterest income:
                       
Trustco Financial Services income
   
5,886
     
5,971
     
5,837
 
Fees for services to customers
   
10,857
     
10,689
     
10,844
 
Net gain on securities transactions
   
668
     
251
     
717
 
Other
   
1,601
     
961
     
2,508
 
Total noninterest income
   
19,012
     
17,872
     
19,906
 
                         
Noninterest expense:
                       
Salaries and employee benefits
   
36,508
     
32,521
     
32,879
 
Net occupancy expense
   
16,078
     
15,799
     
16,251
 
Equipment expense
   
6,320
     
6,871
     
7,219
 
Professional services
   
8,200
     
7,878
     
5,807
 
Outsourced services
   
6,216
     
5,860
     
5,350
 
Advertising expense
   
2,515
     
2,593
     
2,487
 
FDIC and other insurance expense
   
5,967
     
6,339
     
3,907
 
Other real estate expense, net
   
2,558
     
2,001
     
1,009
 
Other
   
9,465
     
10,698
     
9,761
 
Total noninterest expense
   
93,827
     
90,560
     
84,670
 
                         
Income before income taxes
   
68,290
     
66,760
     
71,589
 
Income taxes
   
25,689
     
24,522
     
27,396
 
Net income
 
$
42,601
     
42,238
     
44,193
 
                         
Earnings per share:
                       
Basic
 
$
0.446
     
0.444
     
0.467
 
Diluted
   
0.445
     
0.444
     
0.466
 

See accompanying notes to consolidated financial statements.
 
39

TRUSTCO BANK CORP NY
Consolidated Statements of Comprehensive Income
(dollars in thousands, except per share data)

   
Years Ended December 31,
 
   
2016
   
2015
   
2014
 
                   
Net income
 
$
42,601
     
42,238
     
44,193
 
                         
Net unrealized holding (loss) gain on securities available for sale
   
(3,096
)
   
(1,079
)
   
24,630
 
Reclassification adjustments for net gain recognized in income
   
(688
)
   
(251
)
   
(717
)
Tax effect
   
1,514
     
531
     
(9,528
)
Net unrealized (loss) gain on securities available for sale, net of tax
   
(2,270
)
   
(799
)
   
14,385
 
                         
Change in overfunded position in pension and postretirement plans arising during the year
   
1,333
     
711
     
(8,367
)
Tax effect
   
(533
)
   
(281
)
   
3,336
 
Change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
800
     
430
     
(5,031
)
                         
Amortization of net actuarial (gain) loss
   
(90
)
   
70
     
(297
)
Amortization of prior service cost
   
90
     
90
     
199
 
Tax effect
   
-
     
(63
)
   
38
 
Amortization of net actuarial loss (gain) and prior service cost (credit) on pension and postretirement plans, net of tax
   
-
     
97
     
(60
)
                         
Other comprehensive (loss) income, net of tax
   
(1,470
)
   
(272
)
   
9,294
 
Comprehensive income
 
$
41,131
     
41,966
     
53,487
 

See accompanying notes to consolidated financial statements.
 
40

TRUSTCO BANK CORP NY
Consolidated Statements of Condition
(dollars in thousands, except per share data)

   
As of December 31,
 
   
2016
   
2015
 
             
ASSETS
           
             
Cash and due from banks
 
$
48,719
     
41,698
 
Federal funds sold and other short term investments
   
658,555
     
676,458
 
Total cash and cash equivalents
   
707,274
     
718,156
 
Securities available for sale
   
620,360
     
601,037
 
Held to maturity securities ($47,526 and $59,439 fair value at December 31, 2016 and 2015, respectively)
   
45,490
     
56,465
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,579
     
9,480
 
Loans, net of deferred net costs
   
3,430,586
     
3,293,304
 
Less: Allowance for loan losses
   
43,890
     
44,762
 
Net loans
   
3,386,696
     
3,248,542
 
Bank premises and equipment, net
   
35,466
     
37,643
 
Other assets
   
63,941
     
63,669
 
                 
Total assets
 
$
4,868,806
     
4,734,992
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
Demand
 
$
377,755
     
365,081
 
Savings accounts
   
1,271,449
     
1,262,194
 
Interest-bearing checking
   
815,534
     
754,347
 
Money market deposit accounts
   
571,962
     
610,826
 
Time accounts
   
1,159,463
     
1,107,930
 
Total deposits
   
4,196,163
     
4,100,378
 
Short-term borrowings
   
209,406
     
191,226
 
Accrued expenses and other liabilities
   
30,551
     
30,078
 
Total liabilities
   
4,436,120
     
4,321,682
 
                 
Commitments and contingent liabilities
               
                 
SHAREHOLDERS' EQUITY:
               
                 
Capital stock: $1 par value; 150,000,000 shares authorized, 99,214,382 and 98,973,452 shares issued at December 31, 2016 and 2015, respectively
   
99,214
     
98,973
 
Surplus
   
171,425
     
171,443
 
Undivided profits
   
201,517
     
184,009
 
Accumulated other comprehensive loss, net of tax
   
(6,251
)
   
(4,781
)
Treasury stock: 3,434,205 and 3,711,228 shares, at cost, at December 31, 2016 and 2015, respectively
   
(33,219
)
   
(36,334
)
Total shareholders' equity
   
432,686
     
413,310
 
Total liabilities and shareholders' equity
 
$
4,868,806
     
4,734,992
 

See accompanying notes to consolidated financial statements.
 
41

TRUSTCO BANK CORP NY
Consolidated Statements of Changes in Shareholders' Equity
(dollars in thousands, except per share data)
 
 
Capital
Stock
   
Surplus
   
Undivided
Profits
   
Accumulated
Other
Comprehensive
Loss
   
Treasury
Stock
   
Total
 
                                     
Beginning balance, January 1, 2014
   
98,927
     
173,144
     
147,432
     
(13,803
)
   
(43,887
)
   
361,813
 
Net Income
   
-
     
-
     
44,193
     
-
     
-
     
44,193
 
Change in other comprehensive income, net of tax
   
-
     
-
     
-
     
9,294
     
-
     
9,294
 
Stock option exercises
   
18
     
113
     
-
     
-
     
-
     
131
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,880
)
   
-
     
-
     
(24,880
)
Purchase of treasury stock (38,390 shares)
   
-
     
-
     
-
     
-
     
(282
)
   
(282
)
Sale of treasury stock (414,881 shares)
   
-
     
(1,229
)
   
-
     
-
     
4,079
     
2,850
 
Stock based compensation expense
   
-
     
325
     
-
     
-
     
-
     
325
 
Ending balance, December 31, 2014
 
$
98,945
     
172,353
     
166,745
     
(4,509
)
   
(40,090
)
   
393,444
 
                                                 
Net Income
   
-
     
-
     
42,238
     
-
     
-
     
42,238
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
(272
)
   
-
     
(272
)
Stock option exercises
   
28
     
119
     
-
     
-
     
-
     
147
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,974
)
   
-
     
-
     
(24,974
)
Purchase of treasury stock (22,364 shares)
   
-
     
-
     
-
     
-
     
(147
)
   
(147
)
Sale of treasury stock (398,431 shares)
   
-
     
(1,233
)
   
-
     
-
     
3,903
     
2,670
 
Stock based compensation expense
   
-
     
204
     
-
     
-
     
-
     
204
 
Ending balance, December 31, 2015
 
$
98,973
     
171,443
     
184,009
     
(4,781
)
   
(36,334
)
   
413,310
 
                                                 
Net Income
   
-
     
-
     
42,601
     
-
     
-
     
42,601
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
(1,470
)
   
-
     
(1,470
)
Stock option exercises
   
241
     
1,127
     
-
     
-
     
-
     
1,368
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(25,093
)
   
-
     
-
     
(25,093
)
Purchase of treasury stock (130,208 shares)
   
-
     
-
     
-
     
-
     
(701
)
   
(701
)
Sale of treasury stock (407,231 shares)
   
-
     
(1,369
)
   
-
     
-
     
3,816
     
2,447
 
Stock based compensation expense
   
-
     
224
     
-
     
-
     
-
     
224
 
Ending balance, December 31, 2016
 
$
99,214
     
171,425
     
201,517
     
(6,251
)
   
(33,219
)
   
432,686
 

See accompanying notes to consolidated financial statements.
 
42

TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows
(dollars in thousands, except per share data)

   
Years Ended December 31,
 
   
2016
   
2015
   
2014
 
                   
                   
Cash flows from operating activities:
                 
Net income
 
$
42,601
     
42,238
     
44,193
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
   
4,038
     
4,554
     
4,776
 
Net gain on sale of other real estate owned
   
(298
)
   
(373
)
   
(2,599
)
Writedown of other real estate owned
   
1,242
     
1,143
     
1,967
 
Net gain on sale of building held for sale
   
-
     
-
     
(1,556
)
Provision for loan losses
   
2,950
     
3,700
     
5,100
 
Deferred tax expense
   
3,261
     
3,011
     
2,964
 
Net amortization of securities
   
4,986
     
5,486
     
5,458
 
Stock based compensation expense
   
224
     
204
     
325
 
Net gain on sale of bank premises and equipment
   
(480
)
   
-
     
(1
)
Net gain on securities transactions
   
(668
)
   
(251
)
   
(717
)
(Increase) decrease in taxes receivable
   
(921
)
   
3,510
     
723
 
(Increase) decrease in interest receivable
   
(808
)
   
538
     
398
 
Increase (decrease) in interest payable
   
25
     
(47
)
   
80
 
Increase in other assets
   
(1,677
)
   
(4,168
)
   
(7,239
)
Increase in accrued expenses and other liabilities
   
419
     
463
     
1,123
 
Total adjustments
   
12,293
     
17,770
     
10,802
 
Net cash provided by operating activities
   
54,894
     
60,008
     
54,995
 
Cash flows from investing activities:
                       
Proceeds from sales and calls of securities available for sale
   
245,929
     
254,955
     
321,074
 
Purchases of securities available for sale
   
(275,303
)
   
(189,823
)
   
(126,113
)
Proceeds from maturities of securities available for sale
   
1,949
     
4,025
     
11,206
 
Proceeds from calls and maturities of held to maturity securities
   
10,975
     
14,481
     
15,269
 
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
   
(99
)
   
(252
)
   
(451
)
Proceeds from redemptions of Federal Reserve Bank and Federal Home Loan Bank stock
   
-
     
-
     
1,723
 
Net increase in loans
   
(146,629
)
   
(148,532
)
   
(266,630
)
Net proceeds from sale of building held for sale
   
-
     
-
     
4,745
 
Proceeds from dispositions of other real estate owned
   
6,768
     
7,511
     
12,972
 
Proceeds from dispositions of bank premises and equipment
   
674
     
112
     
139
 
Purchases of bank premises and equipment
   
(2,055
)
   
(3,744
)
   
(8,497
)
Net cash used in investing activities
   
(157,791
)
   
(61,267
)
   
(34,563
)
Cash flows from financing activities:
                       
Net increase in deposits
   
95,785
     
68,137
     
105,170
 
Net increase (decrease) in short-term borrowings
   
18,180
     
2,110
     
(15,046
)
Proceeds from exercise of stock options
   
1,368
     
147
     
131
 
Proceeds from sales of treasury stock
   
2,447
     
2,670
     
2,850
 
Purchases of treasury stock
   
(701
)
   
(147
)
   
(282
)
Dividends paid
   
(25,064
)
   
(24,950
)
   
(24,851
)
Net cash provided by financing activities
   
92,015
     
47,967
     
67,972
 
Net (decrease) increase in cash and cash equivalents
   
(10,882
)
   
46,708
     
88,404
 
Cash and cash equivalents at beginning of period
   
718,156
     
671,448
     
583,044
 
Cash and cash equivalents at end of period
 
$
707,274
     
718,156
     
671,448
 
 
43

Supplemental Disclosure of Cash Flow Information:
                 
Cash paid during the year for:
                 
Interest paid
 
$
15,279
     
16,244
     
15,408
 
Income taxes paid
   
23,494
     
21,005
     
26,727
 
Non cash investing and financing activites:
                       
Transfer of loans to real estate owned
   
5,525
     
8,295
     
10,620
 
Transfer of other real estate owned to fixed assets
   
-
     
-
     
568
 
Increase in dividends payable
   
29
     
24
     
29
 
Change in unrealized (loss) gain on securities available for sale - gross of deferred taxes
   
(3,784
)
   
(1,330
)
   
23,913
 
Change in deferred tax effect on unrealized (loss) gain on securities available for sale, net of reclassification adjustment
   
1,514
     
531
     
(9,528
)
Amortization of net actuarial loss and prior service credit on pension and post retirement plans, gross of deferred taxes
   
-
     
160
     
(98
)
Change in deferred tax effect of amortization of net actuarial loss and prior service credit on pension and post retirement plans
   
-
     
(63
)
   
38
 
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes
   
1,333
     
711
     
(8,367
)
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)
   
(533
)
   
(281
)
   
3,336
 

See accompanying notes to consolidated financial statements.
 
44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accounting and financial reporting policies of TrustCo Bank Corp NY (the Company or TrustCo), ORE Subsidiary Corp., Trustco Bank (referred to as Trustco Bank or the Bank), and its wholly owned subsidiaries, Trustco Realty Corporation, Trustco Insurance Agency, Inc., ORE Property, Inc. and its subsidiaries ORE Property One, Inc. and ORE Property Two, Inc. conform to general practices within the banking industry and are in conformity with U.S. generally accepted accounting principles. A description of the more significant policies follows.

Consolidation

The consolidated financial statements of the Company include the accounts of the subsidiaries after elimination of all significant intercompany accounts and transactions.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Securities Available for Sale and Held to Maturity

Securities available for sale are carried at fair value with any unrealized appreciation or depreciation of value, net of tax, included as an element of accumulated other comprehensive income or loss in shareholders’ equity. Management maintains an available for sale portfolio in order to provide maximum flexibility in balance sheet management. The designation of available for sale is made at the time of purchase based upon management’s intent to hold the securities for an indefinite period of time. These securities, however, are available for sale in response to changes in market interest rates, related changes in liquidity needs, or changes in the availability of and yield on alternative investments. Unrealized losses on securities that reflect a decline in value which is other-than-temporary, if any, are charged to earnings and/or accumulated other comprehensive income (loss).

Debt securities that management has the positive intent and ability to hold until maturity are classified as held to maturity and are carried at their remaining unpaid principal balance, net of unamortized premiums or unaccreted discounts.

The cost of debt securities is adjusted for amortization of premium and accretion of discount using the interest method. Premiums and discounts on securities are amortized on the interest method over the estimated remaining term of the underlying security without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated.

Gains and losses on the sale of securities available for sale are recorded at trade date and determined using the specific identification method.
 
Other-Than-Temporary Impairment (“OTTI”)

A decline in the fair value of any available for sale or held to maturity security below cost that is deemed to be other-than-temporary is charged to earnings and/or accumulated other comprehensive income (loss), resulting in the establishment of a new cost basis of the security. Management evaluates these types of securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Additional discussion of OTTI is included in Note 3 of the consolidated financial statements.

Federal Reserve Bank (FRB) and Federal Home Loan Bank (FHLB) stock

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Dividends are reported as income. The Bank is also a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Any dividends received are reported as income.
 
45

Loans

Loans are carried at the principal amount outstanding net of unearned income and unamortized loan fees and costs, which are recognized as adjustments to interest income over the applicable loan term. Interest income on loans is accrued based on the principal amount outstanding.

Nonperforming loans include non-accrual loans and loans which are three payments or more past due and still accruing interest. Generally, loans are placed in non-accrual status either due to the delinquent status of principal and/or interest payments, or a judgment by management that, although payments of principal and/or interest are current, such action is prudent based upon specific facts and circumstances surrounding the borrower. Typically, a loan is moved to non-accrual status after 90 days of non-payment in accordance with the Company’s policy. Past due status is based on the contractual terms of the loan. All interest accrued but not received for loans placed on non-accrual status is reversed against interest income. Future payments received on nonperforming loans are recorded as interest income or principal reductions based upon management’s ultimate expectation for collection. Loans may be removed from non-accrual status when they become current as to principal and interest and have demonstrated a sustained ability to make loan payments in accordance with the contractual terms of the loan. Loans may also be removed from non-accrual status when, in the opinion of management, the loan is expected to be fully collectable as to principal and interest. When, in the opinion of management, the collection of principal appears unlikely, the loan balance is evaluated in light of its sources of repayment, and a charge-off is recorded when appropriate.

Loan origination fees, net of certain direct origination costs, are deferred and recognized using the level yield method without anticipating prepayments.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate by management to provide for probable incurred loan losses. The allowance is increased by provisions charged against income, while loan losses are charged against the allowance when management deems a loan balance to be uncollectible. Subsequent recoveries, if any, are credited to the allowance.

The Company performs an analysis of the adequacy of the allowance on at least a quarterly basis. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations, current economic conditions, past due and charge-off trends and other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to change the allowance based on their judgments of information available to them at the time of their examination. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. The allowance methodology consists of specific and general components. The specific component relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Additionally, loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (TDRs) and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

TDRs are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral with any charge-off recognized at that time. For TDRs that subsequently default, the Company determines the amount of additional charge-off, if any, in accordance with the accounting policy for the allowance for loan losses with respect to impaired loans described previously.

Commercial and commercial real estate loans in non-accrual status are defined as impaired loans and are individually evaluated for impairment. In addition, any restructured loans that meet the definition of a TDR are defined as impaired. If a loan is impaired, a charge-off is taken so that the loan is reported at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral, if repayment is expected solely from the collateral. Residential real estate loans and consumer loans are collectively evaluated for impairment.
 
46

The general component of the allowance covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by geography for each portfolio segment and is based on the actual net loss history experienced by the Company over the most recent four years. This actual loss experience is supplemented with other qualitative factors based on the risks present in each geography and portfolio segment. These factors include consideration of the following: changes in national, regional and local economic trends and conditions; effects of any changes in interest rates; changes in the volume and severity of net charge-offs, delinquencies, and nonperforming loans; changes in the experience, ability, and depth of lending management and other relevant staff; changes in the quality of the Company’s loan review system; effects of any changes in credit concentrations; effects of any changes in underwriting standards, lending policies, procedures, and practices; and changes in the nature, volume and terms of loans.  Changes in the volume and severity of net charge-offs, delinquencies, and nonperforming loans includes consideration of levels and trends of loan delinquencies and net charge-offs by portfolio segment.

The Company’s allowance methodology also includes additional allocation percentages for residential and installment loans in non-accrual status and residential and installment loans three payments past due and still accruing interest, and residential loans with loan-to-value ratios in excess of 90% at the time of origination. Additional allocation percentages are applied to commercial loans classified as special mention and substandard by the Company’s loan review grading process that are not considered as impaired to recognize the added risk associated with these loans.    The reserve percentages are determined based upon a review of recent charge-offs and take into consideration the type of loan, the fixed or variable nature of the loan, and the type and geography of the underlying collateral, if any, specifically for loans that are in these categories.

The following portfolio segments have been identified: commercial loans, residential real estate loans, and installment loans:

Commercial:

Commercial real estate loans and other commercial loans are made based primarily on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Commercial real estate collateral is generally located within the Bank’s geographic territories; while collateral for non-real estate secured commercial loans is typically accounts receivable, inventory, and/or equipment. Repayment is primarily dependent upon the borrower’s ability to service the debt based upon cash flows generated from the underlying business. Additional support involves liquidation of the pledged collateral and enforcement of a personal guarantee, if a guarantee is obtained.

Residential real estate:

Residential real estate loans, including first mortgages, home equity loans and home equity lines of credit, are collateralized by first or second liens on one-to-four family residences generally located within the Bank’s market areas. Proof of ownership title, clear mortgage title, and hazard insurance coverage are normally required.

Installment:

The Company’s installment loans are primarily made up of installment loans, personal lines of credit, as well as secured and unsecured credit cards. The installment loans represent a relatively small portion of the loan portfolio and are primarily used for personal expenses and are secured by automobiles, equipment and other forms of collateral, while personal lines of credit are unsecured as are most credit card loans.

Bank Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on either the straight-line or accelerated methods over the remaining useful lives of the assets; generally 20 to 40 years for buildings, 3 to 7 years for furniture and equipment, and the shorter of the estimated life of the asset or the lease term for leasehold improvements.

Other Real Estate Owned

Assets that are acquired through or instead of foreclosure are initially recorded at fair value less costs to sell.  These assets are subsequently accounted for at the lower of cost or fair value less costs to sell.  Subsequent write downs and gains and losses on sale are included in noninterest expense. Operating costs after acquisition are also included in noninterest expense.   At December 31, 2016 and 2015, there were $4.3 million and $6.4 million, respectively, of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.

Income Taxes

Deferred taxes are recorded for the future tax consequences of events that have been recognized in the financial statements or tax returns based upon enacted tax laws and rates. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.  The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination.  For tax positions not meeting the “more likely than not” test, no benefit is recorded.
 
47

Dividend Restrictions

The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the filing of notices or applications with the Bank’s and the Company’s regulators. The Bank’s primary regulator may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement between the Bank and a regulator or a condition imposed in a previously approved application or notice. Currently the Bank meets the regulatory definition of a well-capitalized institution. During 2017, the Bank could declare dividends of approximately $57.8 million plus any 2017 net profits retained to the date of the dividend declaration.

Benefit Plans

The Company has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee’s compensation. This plan was frozen as of December 31, 2006.

The Company has a postretirement benefit plan that permits retirees under age 65 to participate in the Company’s medical plan by which retirees pay all of their premiums.

Under certain employment contracts with selected executive officers, the Company is obligated to provide postretirement benefits to these individuals once they attain certain vesting requirements.

The Company recognized in the Consolidated Statement of Condition the funded status of the pension plan and postretirement benefit plan with an offset, net of tax, recorded in accumulated other comprehensive loss.

Stock-Based Compensation Plans

The Company has stock-based compensation plans for employees and directors. Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options while, for restricted stock awards, the fair value of the Company’s common stock at the date of grant is used.

Compensation cost for stock options and restricted stock awards to be settled in stock are recognized over the required service period generally defined as the vesting period. The expense is recognized over the shorter of each award’s vesting period or the retirement date for any awards that vest immediately upon eligible retirement.

Awards to be settled in cash based on the fair value of the Company’s stock at vesting are treated as liability based awards.

Compensation costs for liability based awards are re-measured at each reporting date and recognized over the vesting period. For awards with performance based conditions, compensation cost is recognized over the performance period based on the Company’s expectation of the likelihood of meeting the specific performance criteria.

Earnings Per Share

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. All outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities for this calculation. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options.  At December 31, 2016 and 2015, the Company did not have any unvested awards that would be considered participating securities.

Reclassification of Prior Year Statements

It is the Company’s policy to reclassify prior year consolidated financial statements to conform to the current year presentation.

Segment Reporting

The Company’s operations are exclusively in the financial services industry and include the provision of traditional banking services. Management evaluates the performance of the Company based on only one business segment, that of community banking. The Company operates primarily in the geographical region of Upstate New York with branches also in Florida and the mid-Hudson valley region of New York. In the opinion of management, the Company does not have any other reportable segments as defined by “Accounting Standards Codification” (ASC) Topic 280, “Disclosure about Segments of an Enterprise and Related Information”.
 
48

Cash and Cash Equivalents

The Company classifies cash on hand, cash due from banks, Federal Funds sold, and other short-term investments as cash and cash equivalents for disclosure purposes.

Trust Assets

Assets under management with the Trustco Financial Services Department are not included in the Company’s consolidated financial statements because Trustco Financial Services holds these assets in a fiduciary capacity.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the sum of net income and items of other comprehensive income or loss, which are reported directly in shareholders’ equity, net of tax, such as the change in net unrealized gain or loss on securities available for sale and changes in the funded position of the pension and postretirement benefit plans. Accumulated other comprehensive income or loss, which is a component of shareholders’ equity, represents the net unrealized gain or loss on securities available for sale, net of tax and the funded position in the Company’s pension plan and postretirement benefit plans, net of tax.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

(2) Balances at Other Banks

The Company is required to maintain certain reserves of vault cash and/or deposits with the Federal Reserve Bank. The amount of this reserve requirement, included in cash and due from banks and federal funds sold and other short-term investments, was approximately $32.3 million and $99.1 million at December 31, 2016 and 2015, respectively.

(3) Investment Securities

(a) Securities available for sale

The amortized cost and fair value of the securities available for sale are as follows:
 
49

(dollars in thousands)
 
December 31, 2016
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government sponsored enterprises
 
$
119,887
     
-
     
2,621
     
117,266
 
State and political subdivisions
   
873
     
13
     
-
     
886
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
378,068
     
123
     
5,883
     
372,308
 
Corporate bonds
   
40,956
     
-
     
251
     
40,705
 
Small Business Administration-guaranteed participation securities
   
81,026
     
-
     
2,527
     
78,499
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,130
     
-
     
119
     
10,011
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
631,590
     
136
     
11,401
     
620,325
 
Equity securities
   
35
     
-
     
-
     
35
 
Total securities available for sale
 
$
631,625
     
136
     
11,401
     
620,360
 

(dollars in thousands)
 
December 31, 2015
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government sponsored enterprises
 
$
86,899
     
19
     
181
     
86,737
 
State and political subdivisions
   
1,270
     
20
     
-
     
1,290
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
416,625
     
430
     
5,326
     
411,729
 
Small Business Administration-guaranteed participation securities
   
92,620
     
-
     
2,204
     
90,416
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,422
     
-
     
242
     
10,180
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
608,486
     
469
     
7,953
     
601,002
 
Equity securities
   
35
     
-
     
-
     
35
 
Total securities available for sale
 
$
608,521
     
469
     
7,953
     
601,037
 

The following table distributes the amortized cost and fair value of debt securities included in the available for sale portfolio as of December 31, 2016, based on the securities’ final maturity.  Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.  Securities not due at a single maturity are shown separately:
 
50

(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
Due in one year or less
 
$
5,008
     
4,998
 
Due in one year through five years
   
142,292
     
139,946
 
Due after five years through ten years
   
15,066
     
14,563
 
Due after ten years
   
-
     
-
 
Mortgage backed securities and
               
collateralized mortgage
               
obligations - residential
   
378,068
     
372,308
 
Small Business Administration- guaranteed participation securities
   
81,026
     
78,499
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,130
     
10,011
 
   
$
631,590
     
620,325
 

Gross unrealized losses on securities available for sale and the related fair values aggregated by the length of time that individual securities have been in an unrealized loss position, were as follows:

(dollars in thousands)
 
December 31, 2016
 
   
Less than
12 months
   
12 months
or more
   
Total
 
   
Fair
Value
   
Gross
Unreal.
Loss
   
Fair
Value
   
Gross
Unreal.
Loss
   
Fair
Value
   
Gross
Unreal.
Loss
 
U.S. government sponsored enterprises
 
$
102,266
     
2,621
     
-
     
-
     
102,266
     
2,621
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
359,622
     
5,766
     
4,713
     
117
     
364,335
     
5,883
 
Corporate bonds
   
40,705
     
251
     
-
     
-
     
40,705
     
251
 
Small Business Administration- guaranteed participation securities
   
64,560
     
1,960
     
13,940
     
567
     
78,500
     
2,527
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,011
     
119
     
-
     
-
     
10,011
     
119
 
                                                 
Total
 
$
577,164
     
10,717
     
18,653
     
684
     
595,817
     
11,401
 
 
51

(dollars in thousands)
 
December 31, 2015
 
   
Less than
12 months
   
12 months
or more
   
Total
 
   
Fair
Value
   
Gross
Unreal.
Loss
   
Fair
Value
   
Gross
Unreal.
Loss
   
Fair
Value
   
Gross
Unreal.
Loss
 
U.S. government sponsored enterprises
 
$
41,786
     
113
     
9,932
     
68
     
51,718
     
181
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
187,605
     
2,147
     
167,549
     
3,179
     
355,153
     
5,326
 
Small Business Administration- guaranteed participation securities
   
7,529
     
111
     
82,888
     
2,093
     
90,417
     
2,204
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
5,553
     
130
     
4,627
     
112
     
10,180
     
242
 
                                                 
Total
 
$
242,473
     
2,501
     
264,996
     
5,452
     
507,468
     
7,953
 

The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during 2016, 2015 and 2014 are as follows:

(dollars in thousands)
 
Year ended December 31,
 
   
2016
   
2015
   
2014
 
                   
Proceeds from sales
 
$
44,829
     
22,945
     
69,147
 
Proceeds from calls
   
201,100
     
232,010
     
251,927
 
Gross realized gains
   
668
     
251
     
720
 
Gross realized losses
   
-
     
-
     
3
 

Tax expense recognized on net gains on sales of securities available for sale were approximately $267 thousand, $100 thousand, and $287 thousand for the years ended December 31, 2016, 2015, 2014, respectively.

The amount of securities that have been pledged to secure short-term borrowings and for other purposes amounted to $264.8 million and $277.1 million at December 31, 2016 and 2015, respectively.

(b) Held to maturity securities

The amortized cost and fair value of the held to maturity securities are as follows:
 
(dollars in thousands)
 
December 31, 2016
 
   
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                         
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
35,500
     
1,736
     
-
     
37,236
 
Corporate bonds
   
9,990
     
300
     
-
     
10,290
 
Total held to maturity
 
$
45,490
     
2,036
     
-
     
47,526
 
 
52

(dollars in thousands)
 
December 31, 2015
 
   
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                         
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
46,490
     
2,308
     
-
     
48,798
 
Corporate bonds
   
9,975
     
666
     
-
     
10,641
 
Total held to maturity
 
$
56,465
     
2,974
     
-
     
59,439
 

The following table distributes the debt securities included in the held to maturity portfolio as of December 31, 2016, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.  Securities not due at a single maturity date are shown separately.

(dollars in thousands)  
Amortized
Cost
   
Fair
Value
 
Due in one year or less
 
$
9,990
     
10,290
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
35,500
     
37,236
 
   
$
45,490
     
47,526
 

There were no held to maturity securities with gross unrecognized losses as of December 31, 2016 and 2015.  There were no sales or transfers of held to maturity securities during 2016 and 2015.

(c) Concentrations

The Company has the following balances of securities held in the available for sale and held to maturity portfolios as of December 31, 2016 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)
 
 
Amortized
Cost
   
Fair
Value
 
Federal Home Loan Mortgage Corporation
 
$
121,584
     
119,577
 
Federal National Mortgage Association
   
306,452
     
302,052
 
Government National Mortgage Association
   
44,842
     
46,012
 
Small Business Administration
   
81,026
     
78,499
 

(d) Other-Than-Temporary Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio by type and applying the appropriate OTTI model. Investment securities classified as available for sale or held-to-maturity are generally evaluated for OTTI under ASC 320 “Investments – Debt and Equity Securities.”

In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether any other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether management intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis. If management intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If management does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI on debt securities shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.
 
53

As of December 31, 2016, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

U.S. government sponsored enterprises

In the case of unrealized losses on U.S. government sponsored enterprises, because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

Mortgage backed securities and collateralized mortgage obligations - residential

At December 31, 2016, all mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, primarily Ginnie Mae, Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

Corporate Bonds

At December 31, 2016, corporate bonds held by the Company are investment grade quality. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

Small Business Administration (SBA) - guaranteed participation securities

At December 31, 2016, all of the SBA securities held by the Company were issued and guaranteed by U.S. Small Business Administration. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

Mortgage backed securities and collateralized mortgage obligations - commercial

As of December 31, 2016, all of the mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, are current as to the payment of interest and principal and the Company expects to collect the full amount of the principal and interest payments. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

As a result of the above analysis, for the year ended December 31, 2016, the Company did not recognize any other-than-temporary impairment losses for credit or any other reason.
 
54

(4) Loans and Allowance for Loan Losses

The following tables present the recorded investment in loans by loan class:

   
December 31, 2016
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
151,366
     
12,243
     
163,609
 
Other
   
27,539
     
46
     
27,585
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,158,904
     
665,183
     
2,824,087
 
Home equity loans
   
60,892
     
10,754
     
71,646
 
Home equity lines of credit
   
286,586
     
48,255
     
334,841
 
Installment
   
7,048
     
1,770
     
8,818
 
Total loans, net
 
$
2,692,335
     
738,251
     
3,430,586
 
Less: Allowance for loan losses
                   
43,890
 
Net loans
                 
$
3,386,696
 

   
December 31, 2015
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
160,965
     
14,908
     
175,873
 
Other
   
27,449
     
93
     
27,542
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,093,957
     
566,715
     
2,660,672
 
Home equity loans
   
52,251
     
8,250
     
60,501
 
Home equity lines of credit
   
308,165
     
51,160
     
359,325
 
Installment
   
8,000
     
1,391
     
9,391
 
Total loans, net
 
$
2,650,787
     
642,517
     
3,293,304
 
Less: Allowance for loan losses
                   
44,762
 
Net loans
                 
$
3,248,542
 

* Includes New York, New Jersey, Vermont, and Massachusetts.

At December 31, 2016 and 2015, the Company had approximately $24.8 million and $26.6 million of real estate construction loans, respectively. Of the $24.8 million in real estate construction loans at December 31, 2016, approximately $16.3 million were secured by first mortgages to residential borrowers with the remaining $8.5 million were to commercial borrowers for residential construction projects.  Of the $26.6 million in real estate construction loans at December 31, 2015, approximately $16.0 million are secured by first mortgages to residential borrowers while approximately $10.6 million were to commercial borrowers for residential construction projects.  The vast majority of construction loans are in the Company’s New York market.

At December 31, 2016 and 2015, loans to executive officers, directors, and to associates of such persons aggregated $7.7 million and $7.6 million, respectively. During 2016, approximately $2.1 million of new loans were made and repayments of loans totaled approximately $1.4 million.  The composition of related parties changed during the year resulting in a reduction of approximately $567 thousand to outstanding loans to related parties at December 31, 2016.   All loans are current according to their terms.

TrustCo lends in the geographic territory of its branch locations in New York, Florida, Massachusetts, New Jersey and Vermont. Although the loan portfolio is diversified, a portion of its debtors’ ability to repay depends significantly on the economic conditions prevailing in the respective geographic territory.
 
55

The following tables present the recorded investment in non-accrual loans by loan class:

   
December 31, 2016
 
(dollars in thousands)
 
New York and
             
   
other states
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
1,843
     
-
     
1,843
 
Other
   
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
17,727
     
1,659
     
19,386
 
Home equity loans
   
95
     
-
     
95
 
Home equity lines of credit
   
3,376
     
270
     
3,646
 
Installment
   
48
     
-
     
48
 
Total non-accrual loans
   
23,089
     
1,929
     
25,018
 
Restructured real estate mortgages - 1 to 4 family
   
42
     
-
     
42
 
Total nonperforming loans
 
$
23,131
     
1,929
     
25,060
 

   
December 31, 2015
 
(dollars in thousands)
 
New York and
             
   
other states
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
3,024
     
-
     
3,024
 
Other
   
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
19,488
     
1,488
     
20,976
 
Home equity loans
   
212
     
-
     
212
 
Home equity lines of credit
   
3,573
     
329
     
3,902
 
Installment
   
90
     
8
     
98
 
Total non-accrual loans
   
26,387
     
1,825
     
28,212
 
Restructured real estate mortgages - 1 to 4 family
   
48
     
-
     
48
 
Total nonperforming loans
 
$
26,435
     
1,825
     
28,260
 

The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu).  As of December 31, 2016 and December 31, 2015, other real estate owned included $3.5 million and $5.4 million, respectively, of residential foreclosed properties. In addition, non-accrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $12.5 million and $13.2 million as of December 31, 2016 and December 31, 2015, respectively.
 
56

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of December 31, 2016 and 2015:

New York and other states:
                                   
   
December 31, 2016
 
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
 
                                     
Commercial:
                                   
Commercial real estate
 
$
50
     
43
     
1,706
     
1,799
     
149,567
     
151,366
 
Other
   
-
     
-
     
-
     
-
     
27,539
     
27,539
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
6,379
     
2,924
     
9,643
     
18,946
     
2,139,958
     
2,158,904
 
Home equity loans
   
50
     
3
     
74
     
127
     
60,765
     
60,892
 
Home equity lines of credit
   
685
     
111
     
1,839
     
2,635
     
283,951
     
286,586
 
Installment
   
34
     
32
     
15
     
81
     
6,967
     
7,048
 
                                                 
Total
 
$
7,198
     
3,113
     
13,277
     
23,588
     
2,668,747
     
2,692,335
 

Florida:
                                   
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
-
     
-
     
-
     
-
     
12,243
     
12,243
 
Other
   
-
     
-
     
-
     
-
     
46
     
46
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
1,942
     
69
     
1,255
     
3,266
     
661,917
     
665,183
 
Home equity loans
   
19
     
-
     
-
     
19
     
10,735
     
10,754
 
Home equity lines of credit
   
-
     
-
     
156
     
156
     
48,099
     
48,255
 
Installment
   
30
     
6
     
-
     
36
     
1,734
     
1,770
 
                                                 
Total
 
$
1,991
     
75
     
1,411
     
3,477
     
734,774
     
738,251
 

Total:
                                   
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
50
     
43
     
1,706
     
1,799
     
161,810
     
163,609
 
Other
   
-
     
-
     
-
     
-
     
27,585
     
27,585
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
8,321
     
2,993
     
10,898
     
22,212
     
2,801,875
     
2,824,087
 
Home equity loans
   
69
     
3
     
74
     
146
     
71,500
     
71,646
 
Home equity lines of credit
   
685
     
111
     
1,995
     
2,791
     
332,050
     
334,841
 
Installment
   
64
     
38
     
15
     
117
     
8,701
     
8,818
 
                                                 
Total
 
$
9,189
     
3,188
     
14,688
     
27,065
     
3,403,521
     
3,430,586
 
 
57

New York and other states:
                                   
   
December 31, 2015
 
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
-
     
-
     
2,340
     
2,340
     
158,625
     
160,965
 
Other
   
-
     
-
     
-
     
-
     
27,449
     
27,449
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
4,321
     
2,037
     
12,529
     
18,887
     
2,075,070
     
2,093,957
 
Home equity loans
   
43
     
-
     
149
     
192
     
52,059
     
52,251
 
Home equity lines of credit
   
572
     
204
     
1,418
     
2,194
     
305,971
     
308,165
 
Installment
   
34
     
19
     
88
     
141
     
7,859
     
8,000
 
                                                 
Total
 
$
4,970
     
2,260
     
16,524
     
23,754
     
2,627,033
     
2,650,787
 

Florida:
                                   
                                     
(dollars in thousands)
                               
                                     
   
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
10
     
-
     
-
     
10
     
14,898
     
14,908
 
Other
   
-
     
-
     
-
     
-
     
93
     
93
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
665
     
271
     
851
     
1,787
     
564,928
     
566,715
 
Home equity loans
   
-
     
-
     
-
     
-
     
8,250
     
8,250
 
Home equity lines of credit
   
159
     
-
     
240
     
399
     
50,761
     
51,160
 
Installment
   
1
     
21
     
-
     
22
     
1,369
     
1,391
 
                                                 
Total
 
$
835
     
292
     
1,091
     
2,218
     
640,299
     
642,517
 

Total:
                                   
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90 +
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                     
Commercial:
                                   
Commercial real estate
 
$
10
     
-
     
2,340
     
2,350
     
173,523
     
175,873
 
Other
   
-
     
-
     
-
     
-
     
27,542
     
27,542
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
4,986
     
2,308
     
13,380
     
20,674
     
2,639,998
     
2,660,672
 
Home equity loans
   
43
     
-
     
149
     
192
     
60,309
     
60,501
 
Home equity lines of credit
   
731
     
204
     
1,658
     
2,593
     
356,732
     
359,325
 
Installment
   
35
     
40
     
88
     
163
     
9,228
     
9,391
 
                                                 
Total
 
$
5,805
     
2,552
     
17,615
     
25,972
     
3,267,332
     
3,293,304
 
 
At December 31, 2016 and 2015, there were no loans that are 90 days past due and still accruing interest. As a result, non-accrual loans includes all loans 90 days past due and greater as well as certain loans less than 90 days past due that were placed in non-accruing status for reasons other than delinquent status. There are no commitments to extend further credit on nonaccrual or restructured loans.
 
58

Activity in the allowance for loan losses by portfolio segment is summarized as follows:

(dollars in thousands)
 
For the year ended December 31, 2016
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,491
     
39,753
     
518
     
44,762
 
Loans charged off:
                               
New York and other states*
   
795
     
3,447
     
303
     
4,545
 
Florida
   
-
     
126
     
39
     
165
 
Total loan chargeoffs
   
795
     
3,573
     
342
     
4,710
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
207
     
613
     
64
     
884
 
Florida
   
-
     
4
     
-
     
4
 
Total recoveries
   
207
     
617
     
64
     
888
 
Net loans charged off
   
588
     
2,956
     
278
     
3,822
 
Provision for loan losses
   
1,026
     
1,434
     
490
     
2,950
 
Balance at end of period
 
$
4,929
     
38,231
     
730
     
43,890
 

(dollars in thousands)
 
For the year ended December 31, 2015
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,071
     
42,088
     
168
     
46,327
 
Loans charged off:
                               
New York and other states*
   
779
     
4,631
     
168
     
5,578
 
Florida
   
-
     
320
     
17
     
337
 
Total loan chargeoffs
   
779
     
4,951
     
185
     
5,915
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
20
     
572
     
46
     
638
 
Florida
   
7
     
5
     
-
     
12
 
Total recoveries
   
27
     
577
     
46
     
650
 
Net loans charged off
   
752
     
4,374
     
139
     
5,265
 
Provision for loan losses
   
1,172
     
2,039
     
489
     
3,700
 
Balance at end of period
 
$
4,491
     
39,753
     
518
     
44,762
 

(dollars in thousands)
 
For the year ended December 31, 2014
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,019
     
43,597
     
98
     
47,714
 
Loans charged off:
                               
New York and other states*
   
397
     
5,485
     
201
     
6,083
 
Florida
   
613
     
835
     
13
     
1,461
 
Total loan chargeoffs
   
1,010
     
6,320
     
214
     
7,544
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
34
     
442
     
28
     
504
 
Florida
   
480
     
69
     
4
     
553
 
Total recoveries
   
514
     
511
     
32
     
1,057
 
Net loans charged off
   
496
     
5,809
     
182
     
6,487
 
Provision for loan losses
   
548
     
4,300
     
252
     
5,100
 
Balance at end of period
 
$
4,071
     
42,088
     
168
     
46,327
 
 
59

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2016 and 2015:

   
December 31, 2016
 
(dollars in thousands)
 
Commercial Loans
   
1-to-4 Family
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
                       
Ending allowance balance attributable to loans:
                       
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,929
     
38,231
     
730
     
43,890
 
                                 
Total ending allowance balance
 
$
4,929
     
38,231
     
730
     
43,890
 
                                 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
2,418
     
21,607
     
-
     
24,025
 
Collectively evaluated for impairment
   
188,776
     
3,208,967
     
8,818
     
3,406,561
 
                                 
Total ending loans balance
 
$
191,194
     
3,230,574
     
8,818
     
3,430,586
 

   
December 31, 2015
 
(dollars in thousands)
 
Commercial Loans
   
1-to-4 Family
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
                       
Ending allowance balance attributable to loans:
                       
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,491
     
39,753
     
518
     
44,762
 
                                 
Total ending allowance balance
 
$
4,491
     
39,753
     
518
     
44,762
 
                                 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
3,306
     
22,575
     
-
     
25,881
 
Collectively evaluated for impairment
   
200,109
     
3,057,923
     
9,391
     
3,267,423
 
                                 
Total ending loans balance
 
$
203,415
     
3,080,498
     
9,391
     
3,293,304
 
 
The Company has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a troubled debt restructuring (TDR), as impaired loans. A loan is considered impaired when it is probable that the borrower will be unable to repay the loan according to the original contractual terms of the loan agreement or the loan is restructured in a TDR.

A loan for which the terms have been modified, and for which the borrower is experiencing financial difficulties, is considered a TDR and is classified as impaired. TDRs at December 31, 2016 and 2015 are measured at the present value of estimated future cash flows using the loan’s effective rate at inception or the fair value of the underlying collateral if the loan is considered collateral dependent.
 
60

The following tables present impaired loans by loan class as of December 31, 2016 and 2015:

New York and other states:
                       
   
December 31, 2016
 
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
2,418
     
3,470
     
-
     
2,214
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
16,675
     
17,439
     
-
     
15,665
 
Home equity loans
   
269
     
305
     
-
     
251
 
Home equity lines of credit
   
1,999
     
2,160
     
-
     
1,806
 
                                 
Total
 
$
21,361
     
23,374
     
-
     
19,936
 

Florida:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
-
     
-
     
-
     
-
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,009
     
2,100
     
-
     
1,800
 
Home equity loans
   
94
     
94
     
-
     
81
 
Home equity lines of credit
   
561
     
633
     
-
     
591
 
                                 
Total
 
$
2,664
     
2,827
     
-
     
2,472
 

Total:
                       
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
2,418
     
3,470
     
-
     
2,214
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
18,684
     
19,539
     
-
     
17,465
 
Home equity loans
   
363
     
399
     
-
     
332
 
Home equity lines of credit
   
2,560
     
2,793
     
-
     
2,397
 
                                 
Total
 
$
24,025
     
26,201
     
-
     
22,408
 
 
61

New York and other states:
                       
   
December 31, 2015
 
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
3,306
     
3,996
     
-
     
3,608
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
17,460
     
18,602
     
-
     
18,127
 
Home equity loans
   
359
     
417
     
-
     
382
 
Home equity lines of credit
   
2,306
     
2,569
     
-
     
2,238
 
                                 
Total
 
$
23,431
     
25,584
     
-
     
24,355
 

Florida:
                     
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
-
     
-
     
-
     
-
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
1,760
     
1,852
     
-
     
1,489
 
Home equity loans
   
53
     
53
     
-
     
54
 
Home equity lines of credit
   
637
     
720
     
-
     
654
 
                                 
Total
 
$
2,450
     
2,625
     
-
     
2,197
 

Total:
                     
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
3,306
     
3,996
     
-
     
3,608
 
Other
   
-
     
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
19,220
     
20,454
     
-
     
19,616
 
Home equity loans
   
412
     
470
     
-
     
436
 
Home equity lines of credit
   
2,943
     
3,289
     
-
     
2,892
 
                                 
Total
 
$
25,881
     
28,209
     
-
     
26,552
 


The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as impaired. Interest income recognized on impaired loans was not material in 2016, 2015, and 2014.

Included in impaired loans as of December 31, 2016 and 2015 are approximately $11.5 million and $10.9 million, respectively, of loans in accruing status that were identified as TDRs.

Management evaluates impairment on impaired loans on a quarterly basis. If, during this evaluation, impairment of the loan is identified, a charge-off is taken at that time if necessary. As a result, as of December 31, 2016 and 2015, based upon management’s evaluation and due to the sufficiency of charge-offs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).
 
62

The following table presents modified loans by class that were determined to be TDRs that occurred during the years ended December 31, 2016, 2015 and 2014:

    
Year ended 12/31/2016
   
Year ended 12/31/2015
   
Year ended 12/31/2014
 
New York and other states*:
     
Pre-Modification
   
Post-Modification
       
Pre-Modification
   
Post-Modification
       
Pre-Modification
   
Post-Modification
 
(dollars in thousands)
Number of
Contracts
Outstanding
Recorded
Investment
 
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Outstanding
Recorded
Investment
 
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Outstanding
Recorded
Investment
   
Outstanding
Recorded
Investment
                                                       
Commercial:
                                                     
Commercial real estate
   
2
   
$
401
     
401
     
-
   
$
-
     
-
     
1
   
$
294
     
294
 
Real estate mortgage - 1 to 4 family:
                                                                       
First mortgages
   
30
     
2,871
     
2,871
     
35
     
4,797
     
4,797
     
41
     
5,585
     
5,585
 
Home equity loans
   
1
     
44
     
44
     
1
     
137
     
137
     
4
     
77
     
77
 
Home equity lines of credit
   
10
     
402
     
402
     
7
     
506
     
506
     
3
     
194
     
194
 
                                                                         
Total
   
43
   
$
3,718
     
3,718
     
43
   
$
5,440
     
5,440
     
49
   
$
6,150
     
6,150
 

Florida:
       
Pre-Modification
   
Post-Modification
         
Pre-Modification
   
Post-Modification
       
Pre-Modification
   
Post-Modification
 
(dollars in thousands)
 
Number of
Contracts
   
Outstanding
Recorded
Investment
   
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Outstanding
Recorded
Investment
   
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Outstanding
Recorded
Investment
   
Outstanding
Recorded
Investment
 
                                                       
Real estate mortgage - 1 to 4 family:
                                                     
First mortgages
   
4
     
504
     
504
     
6
     
780
     
780
     
7
     
676
     
676
 
Home equity loans
   
1
     
45
     
45
     
-
     
-
     
-
     
1
     
56
     
56
 
Home equity lines of credit
   
1
     
6
     
6
     
4
     
107
     
107
     
3
     
368
     
368
 
                                                                         
Total
   
6
   
$
555
     
555
     
10
   
$
887
     
887
     
11
   
$
1,100
     
1,100
 

The addition of these TDRs did not have a significant impact on the allowance for loan losses.

The following table presents loans by class modified as TDRs that occurred during the years ended December 31, 2016, 2015 and 2014 for which there was a payment default within 12 months of modification:
 
   
Year ended 12/31/2016
   
Year ended 12/31/2015
   
Year ended 12/31/2014
 
New York and other states*:
(dollars in thousands)
 
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
 
                                     
Real estate mortgage - 1 to 4 family:
                                   
First mortgages
   
3
     
291
     
2
     
148
     
7
     
355
 
Home equity lines of credit
   
1
     
141
     
2
     
24
     
1
     
35
 
                                                 
Total
   
4
   
$
432
     
4
   
$
172
     
8
   
$
390
 

Florida:
                                   
   
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
   
Number of
Contracts
   
Recorded
Investment
 
(dollars in thousands)
                                     
Real estate mortgage - 1 to 4 family:
                                   
First mortgages
   
-
   
$
-
     
-
   
$
-
     
1
   
$
60
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
1
     
279
 
                                                 
Total
   
-
   
$
-
     
-
   
$
-
     
2
   
$
339
 

In situations where the Bank considers a loan modification, management determines whether the borrower is experiencing financial difficulty by performing an evaluation of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s underwriting policy. Generally, the modification of the terms of loans was the result of the borrower filing for bankruptcy protection. Chapter 13 bankruptcies generally include the deferral of all past due amounts for a period of generally 60 months in accordance with the bankruptcy court order. In the case of Chapter 7 bankruptcies, even though there is no modification of terms, the borrowers’ debt to the Company was discharged and they may not reaffirm the debt.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. In situations involving a borrower filing for Chapter 13 bankruptcy protection, however, a loan is considered to be in payment default once it is 30 days contractually past due, consistent with the treatment by the bankruptcy court.

The TDRs that subsequently defaulted described above did not have a material impact on the allowance for loan losses as the underlying collateral was evaluated at the time these loans were identified as TDRs, and a charge-off was taken at that time, if necessary. Collateral values on these loans are reviewed for collateral sufficiency on a quarterly basis.

The Company categorizes non-homogenous loans such as commercial and commercial real estate loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. On at least an annual basis, in accordance with the Company’s Loan Policy, the Company analyzes non-homogeneous loans, individually by grading the loans based on credit risk. The loan grades assigned to all loan types are tested by the Company’s loan review department in accordance with the Company’s loan review policy.
 
63

The Company uses the following definitions for classified loans:

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

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

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

Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans.
 
As of December 31, 2016 and 2015, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
 
   
December 31, 2016
 
New York and other states:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
136,676
     
14,690
     
151,366
 
Other
   
25,442
     
2,097
     
27,539
 
                         
   
$
162,118
     
16,787
     
178,905
 

Florida:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
12,243
     
-
     
12,243
 
Other
   
46
     
-
     
46
 
                         
   
$
12,289
     
-
     
12,289
 
 
Total:
                       
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
Commercial real estate
 
$
148,919
     
14,690
     
163,609
 
Other
   
25,488
     
2,097
     
27,585
 
                         
   
$
174,407
     
16,787
     
191,194
 
 
64

   
December 31, 2015
 
New York and other states:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
145,335
     
15,630
     
160,965
 
Other
   
26,715
     
734
     
27,449
 
                         
   
$
172,050
     
16,364
     
188,414
 

Florida:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
14,908
     
-
     
14,908
 
 Other
   
93
     
-
     
93
 
                         
   
$
15,001
     
-
     
15,001
 

Total:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
160,243
     
15,630
     
175,873
 
Other
   
26,808
     
734
     
27,542
 
                         
   
$
187,051
     
16,364
     
203,415
 

Included in classified loans in the above tables are impaired loans of $1.8 million and $3.0 million at December 31, 2016 and 2015, respectively.

For homogeneous loan pools, such as residential mortgages, home equity lines of credit, and installment loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Bank’s collection area and on a monthly basis with respect to determining the adequacy of the allowance for loan losses. The payment status of these homogeneous pools at December 31, 2016 and 2015 is included in the aging of the recorded investment of past due loans table. In addition, the total nonperforming portion of these homogeneous loan pools at December 31, 2016 and 2015 is presented in the recorded investment in non-accrual loans table.

(5) Bank Premises and Equipment

A summary of premises and equipment at December 31, 2016 and 2015 follows:

(dollars in thousands)
           
   
2016
   
2015
 
Land
 
$
2,308
     
2,413
 
Buildings
   
33,617
     
33,050
 
Furniture, fixtures and equipment
   
49,503
     
48,819
 
Leasehold improvements
   
29,695
     
29,389
 
Total bank premises and equipment
   
115,123
     
113,670
 
Accumulated depreciation and amortization
   
(79,657
)
   
(76,026
)
Total
 
$
35,466
     
37,643
 
 
65

Depreciation and amortization expense was approximately $4.0 million, $4.6 million, and $4.8 million for the years 2016, 2015, and 2014, respectively. Occupancy expense of the Bank’s premises included rental expense of $7.6 million in 2016, $7.5 million in 2015, and $7.3 million in 2014.

(6) Deposits

Interest expense on deposits was as follows:

(dollars in thousands)
  For the year ended December 31,  
   
2016
   
2015
   
2014
 
Interest bearing checking accounts
 
$
473
     
448
     
365
 
Savings accounts
   
2,148
     
2,468
     
2,662
 
Time deposits and money market accounts
   
11,592
     
12,067
     
11,064
 
Total
 
$
14,213
     
14,983
     
14,091
 

At December 31, 2016, the maturity of total time deposits is as follows:

(dollars in thousands)
     
Under 1 year
 
$
1,039,185
 
1 to 2 years
   
65,984
 
2 to 3 years
   
49,823
 
3 to 4 years
   
3,015
 
4 to 5 years
   
1,256
 
Over 5 years
   
200
 
   
$
1,159,463
 

Included in total time deposits as of December 31, 2016 and 2015 is $ 144.2 million and $98.7 million in time deposits with balances in excess of $250,000.

(7) Short-Term Borrowings

Short-term borrowings of the Company were cash management accounts as follows:

(dollars in thousands)
 
2016
   
2015
   
2014
 
Amount outstanding at December 31,
 
$
209,406
     
191,226
     
189,116
 
Maximum amount outstanding at any month end
   
209,406
     
194,738
     
209,370
 
Average amount outstanding
   
185,672
     
184,725
     
189,430
 
Weighted average interest rate:
                       
For the year
   
0.59
%
   
0.66
     
0.74
 
As of year end
   
0.59
     
0.60
     
0.72
 
 
Cash management accounts represent retail accounts with customers for which the Bank has pledged certain assets as collateral.

Trustco Bank also has an available line of credit with the Federal Home Loan Bank of New York which approximates the balance of securities and/or loans pledged against such borrowings. The line of credit requires securities and/or loans to be pledged as collateral for the amount borrowed. As of December 31, 2016 and 2015, the Company had no outstanding borrowings with the Federal Home Loan Bank of New York.
 
66

Trustco Bank is approved to borrow on a short-term basis from the Federal Reserve Bank of New York. The Bank has pledged certain securities to the Federal Reserve Bank to support this arrangement. As of December 31, 2016 and 2015, the Bank had no outstanding borrowings with the Federal Reserve Bank of New York.

(8) Income Taxes

A summary of income tax expense included in the Consolidated Statements of Income follows:

(dollars in thousands)
  For the year ended December 31,  
   
2016
   
2015
   
2014
 
Current tax expense:
                 
Federal
 
$
20,904
     
19,864
     
22,046
 
State
   
1,524
     
1,647
     
2,386
 
Total current tax expense
   
22,428
     
21,511
     
24,432
 
Deferred tax expense
   
3,261
     
3,011
     
2,964
 
Total income tax expense
 
$
25,689
     
24,522
     
27,396
 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2016 and 2015, are as follows:

   
December 31,
 
(dollars in thousands)
 
2016
   
2015
 
   
Deductible
temporary
differences
   
Deductible
temporary
differences
 
Benefits and deferred remuneration
 
$
(5,474
)
 
$
(4,992
)
Difference in reporting the allowance for loan losses, net
   
18,117
     
18,576
 
Other income or expense not yet reported for tax purposes
   
129
     
2,607
 
Depreciable assets
   
(638
)
   
(796
)
Net deferred tax asset at end of year
   
12,134
     
15,395
 
Net deferred tax asset at beginning of year
   
15,395
     
18,406
 
                 
Deferred tax expense
 
$
3,261
   
$
3,011
 
 
Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Based primarily on the sufficiency of historical and expected future taxable income, management believes it is more likely than not that the remaining deferred tax asset of $12.1 million and $15.4 million at December 31, 2016 and 2015, respectively, will be realized.

In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $4.4 million and $3.0 million at December 31, 2016 and 2015, respectively, relating to the net unrealized losses on securities available for sale and deferred tax (liabilities) assets of ($339) thousand and $193 thousand at December 31, 2016 and 2015, respectively, as a result of the net change in overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive loss.
 
67

The effective tax rates differ from the statutory federal income tax rate. The reasons for these differences are as follows:

     
For the years ended
December 31,
  
   
2016
   
2015
   
2014
 
Statutory federal income tax rate
   
35.0
%
   
35.0
     
35.0
 
                         
Increase/(decrease) in taxes resulting from:
                       
Tax exempt income
   
(0.1
)
   
(0.1
)
   
(0.1
)
State income tax (including alternative minimum tax), net of federal tax benefit
   
1.8
     
1.8
     
2.7
 
Other items
   
0.9
     
-
     
0.7
 
Effective income tax rate
   
37.6
%
   
36.7
     
38.3
 

On a periodic basis, the Company evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This evaluation takes into consideration the status of taxing authorities’ current examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to uncertain tax positions.

For the years ended December 31, 2016 and 2015 the unrecognized tax benefits and change in those unrecognized tax benefits from the beginning of the year are as follows:

(dollars in thousands)
     
       
       
Balance as of January 1, 2015
 
$
213
 
         
Change in unrecognized tax reserve
   
-
 
         
Balance as of December 31, 2015
 
$
213
 
         
Decrease due to lapse in statute of limitations
   
(213
)
         
Balance as of December 31, 2016
 
$
-
 

The Company does not anticipate a material charge to the amount of unrecognized tax benefits in the next twelve months.

The Company recognizes interest and/or penalties related to income tax matters in noninterest expense. For the years 2016, 2015, and 2014, these amounts were not material. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as in various states. In the normal course of business, the Company is subject to U.S. federal, state, and local income tax examinations by tax authorities.  The Company's federal and state income tax returns for the years 2013 through 2016 remain open to examination.
 
(9) Benefit Plans

(a) Retirement Plan

The Company maintains a trusteed non-contributory pension plan covering employees that have completed one year of employment and 1,000 hours of service. The benefits are based on the sum of (a) a benefit equal to a prior service benefit plus the average of the employees’ highest five consecutive years’ compensation in the ten years preceding retirement multiplied by a percentage of service after a specified date plus (b) a benefit based upon career average compensation. The amounts contributed to the plan are determined annually on the basis of (a) the maximum amount that can be deducted for federal income tax purposes or (b) the amount certified by a consulting actuary as necessary to avoid an accumulated funding deficiency as defined by the Employee Retirement Income Security Act of 1974. Contributions are intended to provide for benefits attributed to service to date. Assets of the plan are administered by Trustco Bank’s Financial Services Department. This plan was frozen as of December 31, 2006.
 
68

The following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2016 and 2015:

Change in Projected Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2016
   
2015
 
Projected benefit obligation at beginning of year
 
$
30,889
     
33,662
 
Service cost
   
61
     
60
 
Interest cost
   
1,371
     
1,329
 
Benefit payments and expected expenses
   
(1,782
)
   
(1,676
)
Net actuarial loss (gain)
   
191
     
(2,486
)
Projected benefit obligation at end of year
 
$
30,730
     
30,889
 

Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2016
   
2015
 
Fair Value of plan assets at beginning of year
 
$
41,677
     
42,993
 
Actual gain on plan assets
   
3,187
     
360
 
Company contributions
   
-
     
-
 
Benefit payments and actual expenses
   
(1,764
)
   
(1,676
)
Fair value of plan assets at end of year
   
43,100
     
41,677
 
                 
Funded status at end of year
 
$
12,370
     
10,788
 

Amounts recognized in accumulated other comprehensive loss consist of the following as of:

   
December 31,
 
   
2016
   
2015
 
Net actuarial loss
 
$
5,279
     
5,830
 
 
The accumulated benefit obligation was $30.7 million and $30.9 million at December 31, 2016 and 2015, respectively.

 Components of Net Periodic Pension Income and Other Amounts Recognized in Other Comprehensive (Loss) Income:

(dollars in thousands)
 
For the years ended
December 31,
 
   
2016
   
2015
   
2014
 
Service cost
 
$
61
     
60
     
58
 
Interest cost
   
1,371
     
1,329
     
1,374
 
Expected return on plan assets
   
(2,648
)
   
(2,735
)
   
(2,504
)
Amortization of net loss
   
184
     
210
     
-
 
Net periodic pension credit
   
(1,032
)
   
(1,136
)
   
(1,072
)
Amortization of net loss
   
(184
)
   
(210
)
   
-
 
                         
Net actuarial (gain) / loss included in other comprehensive (loss) income
   
(367
)
   
(109
)
   
5,337
 
                         
Total recognized in other comprehensive loss
   
(551
)
   
(319
)
   
5,337
 
Total recognized in net periodic benefit (credit) cost and other comprehensive (loss) income
 
$
(1,583
)
   
(1,455
)
   
4,265
 
 
69

The estimated net loss for the plan that will be amortized from accumulated other comprehensive loss into net periodic benefit income over the next fiscal year is $96 thousand.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

(dollars in thousands)
     
Year
 
Pension Benefits
 
2017
 
$
1,776
 
2018
   
1,802
 
2019
   
1,828
 
2020
   
1,862
 
2021
   
1,912
 
2022 - 2026
   
9,442
 

The assumptions used to determine benefit obligations at December 31 are as follows:

   
2016
   
2015
   
2014
 
Discount rate
   
4.41
%
   
4.55
     
4.03
 

The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2016
   
2015
   
2014
 
Discount rate
   
4.55
%
   
4.03
     
5.08
 
Expected long-term rate of return on assets
   
6.50
     
6.50
     
6.50
 

The annual rate assumption used for purposes of computing the service and interest costs components is determined based upon factors including the yields on high quality corporate bonds and other appropriate yield curves along with analysis prepared by the Company’s actuaries.

(b) Supplemental Retirement Plan

The Company also has a supplementary pension plan under which additional retirement benefits are accrued for eligible executive officers. This plan supplements the defined benefit retirement plan for eligible employees that exceed the Internal Revenue Service limit on the amount of pension payments that are allowed from a retirement plan. The supplemental plan provides eligible employees with total benefit payments as calculated by the retirement plan without regard to this limitation. Benefits under this plan are calculated using the same actuarial assumptions and interest rates as used for the retirement plan calculations. The accumulated benefits under this supplementary pension plan was approximately $5.6 million as of December 31, 2016 and 2015. Effective as of December 31, 2008, this plan has been frozen and no additional benefits will accrue. Instead, the amount of the Company’s annual contribution to the plan plus interest is paid directly to each eligible employee. The expense recorded for this plan was $1.0 million, $1.0 million, and $1.5 million, in 2016, 2015, and 2014, respectively.

Rabbi trusts have been established for this plan. These trust accounts are administered by the Trustco Financial Services Department and invest primarily in bonds issued by government-sponsored enterprises and money market instruments. These assets are recorded at their fair value and are included in securities available for sale and other short-term investments in the Consolidated Statements of Condition. As of December 31, 2016 and 2015, the trusts had assets totaling $5.6 million.

(c) Postretirement Benefits

The Company permits retirees under age 65 to participate in the Company’s medical plan by making certain payments.  In addition, the plan provides a death benefit to certain eligible employees and retirees.

In 2003, the Company amended the medical plan to reflect changes to the retiree medical insurance coverage portion. The Company’s subsidy of the retiree medical insurance premiums was eliminated at that time. The Company continues to provide postretirement medical benefits for a limited number of executives in accordance with their employment contracts.
 
70

The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2016 and 2015:

Change in Accumulated Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2016
   
2015
 
Accumulated benefit obligation at beginning of year
 
$
5,434
     
6,455
 
Service cost
   
116
     
165
 
Interest cost
   
221
     
268
 
Plan amendments
   
-
     
-
 
Benefits paid
   
(70
)
   
(85
)
Net actuarial gain
   
(581
)
   
(1,369
)
Accumulated benefit obligation at end of year
 
$
5,120
     
5,434
 

Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2016
   
2015
 
Fair value of plan assets at
           
beginning of year
 
$
19,238
     
19,285
 
Actual gain on plan assets
   
1,104
     
(47
)
Company contributions
   
66
     
85
 
Benefits paid
   
(70
)
   
(85
)
Fair value of plan assets at end of year
   
20,338
     
19,238
 
                 
Funded status at end of year
 
$
15,218
     
13,804
 

 
December 31,
 
Amounts recognized in accumulated other comprehensive loss consist of the following as of:
 
2016
   
2015
 
Net actuarial gain
 
$
(4,581
)
   
(3,890
)
Prior service credit
   
(1,547
)
   
(1,457
)
Total
 
$
(6,128
)
   
(5,347
)

The accumulated benefit obligation was $5.1 million and $5.4 million at December 31, 2016 and 2015, respectively.
 
71

Components of Net Periodic Benefit Income and Other Amounts Recognized in Other Comprehensive (Loss) Income:

   
For the years ended
December 31,
 
(dollars in thousands)
 
2016
   
2015
   
2014
 
Service cost
 
$
116
   
$
165
     
100
 
Interest cost
   
221
     
268
     
217
 
Expected return on plan assets
   
(720
)
   
(722
)
   
(672
)
Amortization of net actuarial gain
   
(274
)
   
(140
)
   
(297
)
Amortization of prior service cost
   
90
     
90
     
199
 
Net periodic benefit credit
   
(567
)
   
(339
)
   
(453
)
                         
Net (gain) loss
   
(966
)
   
(602
)
   
1,219
 
Prior service cost
   
-
     
-
     
1,811
 
Amortization of prior service cost
   
(90
)
   
(90
)
   
(199
)
Amortization of net gain
   
274
     
140
     
297
 
Total amount recognized in other comprehensive (loss) income
   
(782
)
   
(552
)
   
3,128
 
                         
Total amount recognized in net periodic benefit cost and other comprehensive (loss) income
 
$
(1,349
)
 
$
(891
)
   
2,675
 

The estimated amount of net gain that will be amortized from accumulated other comprehensive loss into net periodic benefit income over the next fiscal year is approximately $341 thousand while the estimated amount of prior service cost that will be amortized from accumulated other comprehensive loss into net periodic benefit income over the next fiscal year is approximately $90 thousand.

Expected Future Benefit Payments

The following benefit payments are expected to be paid:

(dollars in thousands)
     
Year
 
Postretirement Benefits
 
       
2017
 
$
87
 
2018
   
98
 
2019
   
112
 
2020
   
117
 
2021
   
146
 
2022 - 2026
   
965
 

The discount rate assumption used to determine benefit obligations at December 31 is as follows:

   
2016
   
2015
   
2014
 
Discount rate
   
4.41
%
   
4.55
     
4.03
 
 
The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2016
   
2015
   
2013
 
Discount rate
   
4.55
%
   
4.03
     
5.08
 
Expected long-term rate of return on assets, net of tax
   
3.75
     
3.75
     
3.75
 

The annual rate assumption used for purposes of computing the service and interest costs components is determined based upon factors including the yields on high quality corporate bonds and other appropriate yield curves along with analysis prepared by the Company’s actuaries.
 
72

For measurement purposes, a graded annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) was assumed for 2016 and thereafter. A one percentage point increase in the assumed health care cost in each year would have an approximate $1.1 million impact on the accumulated postretirement benefit obligation as of December 31, 2016, while a 1% decrease would have an approximate $837 thousand impact. The impact on the interest and service components of net periodic postretirement benefit credit for the year ended December 31, 2016 would be $74 thousand for a one percentage point increase and $57 thousand for a one percentage point decrease.

(d) Components of Accumulated Other Comprehensive Loss Related to Retirement and Postretirement Benefit Plans

The following table details the change in the components of other comprehensive (loss) income related to the retirement plan and the postretirement benefit plan, at December 31, 2016 and 2015, respectively:

(dollars in thousands)
                 
   
December 31, 2016
 
   
Retirement
Plan
   
Post-
Retirement
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
(367
)
   
(966
)
   
(1,333
)
Amortization of net actuarial (loss) gain
   
(184
)
   
274
     
90
 
Amortization of prior service cost
   
-
     
(90
)
   
(90
)
Total
 
$
(551
)
   
(782
)
   
(1,333
)

   
December 31, 2015
 
   
Retirement
Plan
   
Post-
Retirement
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
(109
)
   
(602
)
   
(711
)
Amortization of net actuarial gain (loss)
   
(210
)
   
140
     
(70
)
Amortization of prior service credit
   
-
     
(90
)
   
(90
)
Total
 
$
(319
)
   
(552
)
   
(871
)

 (e) Major Categories of Pension and Postretirement Benefit Plan Assets:

The asset allocations of the Company’s pension and postretirement benefit plans at December 31, were as follows:

     
Pension Benefit
Plan Assets
     
Postretirement Benefit
Plan Assets
  
   
2016
   
2015
   
2016
   
2015
 
Debt Securities
   
31
%
   
32
     
33
     
25
 
Equity Securities
   
64
     
60
     
62
     
60
 
Other
   
5
     
8
     
6
     
15
 
Total
   
100
%
   
100
     
100
     
100
 
 
73

The expected long-term rate-of-return on plan assets, noted in sections (a) and (b) above, reflects long-term earnings expectations on existing plan assets. In estimating that rate, appropriate consideration was given to historical returns earned by plan assets and the rates of return expected to be available for reinvestment. Rates of return were adjusted to reflect current capital market assumptions and changes in investment allocations.

The Company’s investment policies and strategies for the pension benefit and postretirement benefit plans prescribe a target allocation of 50% to 70% equity securities, 25% to 40% debt securities, and 0% to 10% for other securities for the asset categories. The Company’s investment goals are to maximize returns subject to specific risk management policies. Its risk management policies permit direct investments in equity and debt securities and mutual funds while prohibiting direct investment in derivative financial instruments. The Company addresses diversification by the use of mutual fund investments whose underlying investments are in domestic and international debt and equity securities. These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.

Fair Value of Plan Assets:

Fair value is the exchange price that would be received for an asset in the principal or most advantageous market for the asset in an orderly transaction between market participants on the measurement date.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Equity mutual funds, Fixed Income mutual funds and Debt Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

The fair value of the plan assets at December 31, 2016 and 2015, by asset category, is as follows:

Retirement Plan
       
Fair Value Measurements at
December 31, 2016 Using:
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
2,027
     
2,027
     
-
     
-
 
Equity mutual funds
   
27,706
     
27,706
     
-
     
-
 
U.S. government sponsored enterprises
   
4,233
     
-
     
4,233
     
-
 
Corporate bonds
   
8,535
     
-
     
8,535
     
-
 
Fixed income mutual funds
   
599
     
599
     
-
     
-
 
                                 
Total Plan Assets
 
$
43,100
     
30,332
     
12,768
     
-
 

Postretirement Benefits
       
Fair Value Measurements at
December 31, 2016 Using:
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
1,172
     
1,172
     
-
     
-
 
Equity mutual funds
   
12,540
     
12,540
     
-
     
-
 
U.S. government sponsored enterprises
   
2,049
     
-
     
2,049
     
-
 
Corporate bonds
   
3,127
     
-
     
3,127
     
-
 
State and political subdivisions
   
1,450
     
-
     
1,450
     
-
 
                                 
Total Plan Assets
 
$
20,338
     
13,712
     
6,626
     
-
 
 
74

Retirement Plan
       
Fair Value Measurements at
December 31, 2015 Using:
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
3,182
     
3,182
     
-
     
-
 
Equity mutual funds
   
25,352
     
25,352
     
-
     
-
 
U.S. government sponsored enterprises
   
5,779
     
-
     
5,779
     
-
 
Corporate bonds
   
6,771
     
-
     
6,771
     
-
 
Fixed income mutual funds
   
593
     
593
     
-
     
-
 
                                 
Total Plan Assets
 
$
41,677
     
29,127
     
12,550
     
-
 

Postretirement Benefits
       
Fair Value Measurements at
December 31, 2015 Using:
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
2,832
     
2,832
     
-
     
-
 
Equity mutual funds
   
11,513
     
11,513
     
-
     
-
 
U.S. government sponsored enterprises
   
1,843
     
-
     
1,843
     
-
 
Corporate bonds
   
1,074
     
-
     
1,074
     
-
 
State and political subdivisions
   
1,976
     
-
     
1,976
     
-
 
                                 
Total Plan Assets
 
$
19,238
     
14,345
     
4,893
     
-
 

At December 31, 2016 and 2015, the majority of the equity mutual funds included in the plan assets of the retirement plan and postretirement benefit plan consist of large-cap index funds, while the remainder of the equity mutual funds consists of mid-cap, small-cap and international funds.

There were no transfers between Level 1 and Level 2 in 2016 and 2015.

The Company made no contributions to its pension and postretirement benefit plans in 2016 or 2015. The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2017.

(f) Incentive and Bonus Plans

During 2006, the Company amended its profit sharing plan to include a 401(k) feature. Under the 401(k) feature, the Company matches 100% of the aggregate salary contribution up to the first 3% of compensation and 50% of the aggregate contribution of the next 3%. No profit sharing contributions were made in 2016, 2015 or 2014 but were replaced with Company contributions to the 401(k) feature of the plan. Expenses related to the plan aggregated $986 thousand for 2016, $944 thousand in 2015 and $710 thousand in 2014.

The Company also has an officers and executive incentive plan. The expense of these plans generally are based on the Company’s performance and estimated distributions to participants are accrued during the year and generally paid in the following year. The expense recorded for this plan was $1.7 million, $715 thousand and $1.3 million in 2016, 2015 and 2014, respectively.

The Company has also awarded 2.1 million performance bonus units to the executive officers and directors. These units become vested and exercisable only under a change of control as defined in the plan. The units were awarded based upon the stock price at the time of grant and, if exercised under a change of control, allow the holder to receive the increase in value offered in the exchange over the stock price at the date of grant for each unit, if any. As of December 31, 2016, the weighted average strike price of each unit was $8.03.

(g) Stock-Based Compensation Plans-Equity Awards

Equity awards are types of stock-based compensation that are to be settled in shares. As such, the amount of compensation expense to be paid at the time of settlement is included in surplus in the Consolidated Statement of Condition.
 
75

Under the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan (Equity Incentive Plan), the Company may grant stock options and restricted stock to its eligible employees for up to approximately 2.3 million shares of common stock, and may make certain other equity based, cash-settled awards (description in section (h) below) for up to the equivalent of approximately 1.4 million shares of common stock.

Under the Amended and Restated TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (Directors Plan), the Company may grant stock options and restricted stock to its directors for up to approximately 250 thousand shares of common stock, and may make certain other equity based, cash-settled awards (description in section (h) below) for up to the equivalent of approximately 250 thousand shares of common stock.

Under each of these plans, the exercise price of each option equals the fair value of the Company’s stock on the date of grant, and an option’s maximum term is ten years. Options vest over five years from the date the options are granted for the employees plans and they are immediately vested under the directors’ plans. A summary of the status of TrustCo’s stock option awards as of December 31, 2016 and changes during the year then ended, are as follows:

   
Outstanding Options
 
   
Number of
Options
   
Weighted
Average
Exercise
Price
     
Weighted
Average
Remaining
Contractual
Life
 
Balance, January 1, 2016
   
2,324,971
   
$
7.34
         
New options awarded - 2016
   
-
     
-
         
Expired options - 2016
   
-
     
-
         
Options forfeited-2016
   
-
     
-
         
Exercised options - 2016
   
(240,930
)
   
5.32
         
Balance, December 31, 2016
   
2,084,041
   
$
7.57
     
4.0 years
 

   
Exercisable Options
 
                        
Balance, December 31, 2016
   
1,674,741
   
$
7.80
     
3.1 years
 

At December 31, 2016, the intrinsic value of outstanding stock options and vested stock options was approximately $2.6 million and $2.0 million, respectively. The Company expects all unvested options to vest according to plan provisions.

During 2016, 2015 and 2014, options for 241 thousand, 28 thousand and 18 thousand shares of stock were exercised, respectively. The intrinsic value and related tax benefits of stock options exercised in these years was not material.  It is the Company’s policy to generally issue stock for stock option exercises from previously unissued shares of common stock or treasury shares.

Unrecognized stock-based compensation expense related to non-vested stock options totaled $367 thousand at December 31, 2016. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 3.8 years.

Valuation of Stock-Based Compensation: The fair value of the Company’s employee and director stock options granted is estimated on the measurement date, which, for the Company, is the date of grant. The weighted-average fair value of stock options granted during 2015 and 2014 estimated using the Black-Scholes option pricing model, was $0.98 and $0.93, respectively.  The Company did not grant new stock option awards in 2016. The Company estimated expected market price volatility and the expected term of the options based on historical data and other factors. The assumptions used to determine the fair value of options granted during 2015 and 2014 are detailed in the table below:
 
76

   
2015
   
2014
 
   
Employees'
Plan
   
Employees'
Plan
 
Expected dividend yield
   
4.09
%
   
3.64
%
Risk-free interest rate
   
1.74
     
1.74
 
Expected volatility rate
   
26.20
     
21.62
 
Expected lives
 
5.0
years   
5.0
years 

During 2016, 2015 and 2014, the Company recognized $224 thousand, $204 thousand and $325 thousand in stock-based compensation expense related to the equity awards, respectively.

(h) Stock-Based Compensation Plans-Liability Awards

Liability awards are types of stock-based compensation that can be settled in cash (not shares). As such, the amount of compensation expense to be paid at the time of settlement is included in accrued expenses and other liabilities in the Consolidated Statement of Condition. The Company granted both service-based and performance based liability awards in 2016, 2015 and 2014.

The activity for service-based awards during 2016 was as follows:

Restricted share units

   
Outstanding
Units
 
       
       
Balance, December 31, 2015
   
185,200
 
New awards granted
   
81,200
 
Forfeited awards
   
(1,600
)
Awards settled
   
(49,750
)
Balance, December 31, 2016
   
215,050
 

Service-Based Awards: During 2016, 2015 and 2014, the Company issued restricted share units to certain eligible officers, executives and its board of directors. The restricted share units do not hold voting powers, are not eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule. Upon issuance, the fair value of these awards is the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based on the fair value of the Company’s stock.

During 2016, 2015 and 2014, the Company recognized $610 thousand, $324 thousand and $352 thousand, respectively, in stock-based compensation expense related to these awards. Unrecognized stock-based compensation expense related to the outstanding restricted share units totaled $1.1 million at December 31, 2016.  During 2016, awards granted in 2013 became fully vested and settled.  Awards granted after 2013 were unvested at December 31, 2016.  The weighted average period over which the unrecognized expense is expected to be recognized was approximately 27 months as of December 31, 2016.

The liability related to service-based liability awards totaled $687 thousand and $404 thousand at December 31, 2016 and 2015, respectively.

The activity for performance-based awards during 2016 was as follows:
 
77

Performance share units
 
   
Outstanding
Units
 
       
Balance, December 31, 2015
   
313,700
 
New awards granted
   
108,300
 
Awards settled
   
(65,000
)
Balance, December 31, 2016
   
357,000
 

Performance Based Awards: During 2016, 2015 and 2014, the Company issued performance share units to certain eligible officers and executives. These units do not hold voting powers, are not eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule. Upon issuance, fair value of these units was the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based upon the Company’s achievement of certain performance criteria in accordance with Plan provisions as well as the fair value of the Company’s stock.

For units granted in 2013 and 2014, the Company concluded in 2015 that it does not expect to meet its required performance criteria and therefore has adjusted its calculation for the number of units that would be settled in cash upon vesting.  For units granted in 2015 and 2016, the Company expects to meet its required performance criteria.

During 2016, 2015 and 2014, the Company recognized approximately $23 thousand, ($48) thousand and $490 thousand, respectively, in stock based compensation expense (benefit) related to these units. Unrecognized stock-based compensation expense related to the outstanding performance share units totaled $1.4 million at December 31, 2016.  For the units granted in years subsequent to 2013, all of the units were unvested at December 31, 2016. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 30 months as of December 31, 2016.

The liability related to performance based liability awards totaled $323 thousand and $699 thousand at December 31, 2016 and 2015, respectively.

(i) Stock and Liability Based Compensation Expense

Total compensation expense totaled $857 thousand, $480 thousand and $1.2 million in 2016, 2015 and 2014, respectively, related to awards under the Company’s equity-based compensation plans.

Of the $858 thousand of stock based compensation expense recognized in 2016, $633 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $224 thousand related to equity awards

Of the $480 thousand of stock based compensation expense recognized in 2015, $276 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $204 thousand related to equity awards.

Of the $1.2 million of stock based compensation expense recognized in 2014, $870 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $325 thousand related to equity awards.

Stock-based compensation expense is recognized ratably over the vesting period for all awards. Income tax benefits recognized in the accompanying Consolidated Statements of Income related to stock-based compensation in 2016, 2015 and 2014 was approximately $343 thousand, $192 thousand and $478 thousand, respectively.

(10) Commitments and Contingent Liabilities

(a) Leases

The Bank leases certain banking premises. These leases are accounted for as operating leases with minimum rental commitments in the amounts presented below. The majority of these leases contain options to renew.
 
78

(dollars in thousands)
     
2017
 
$
7,134
 
2018
   
6,953
 
2019
   
6,848
 
2020
   
6,601
 
2021
   
6,372
 
2022 and after
   
35,758
 
   
$
69,666
 

(b) Litigation

Existing litigation arising in the normal course of business is not expected to result in any material loss to the Company.

(c) Outsourced Services

The Company contracted with third-party service providers to perform certain banking functions. The outsourced services include data and item processing for the Bank and trust operations. The service expense can vary based upon the volume and nature of transactions processed. Outsourced service expense was $6.2 million for 2016, $5.9 million for 2015 and $5.4 million in 2014. The Company is contractually obligated to pay these third-party service providers approximately $6 to $7 million per year through 2020.

(11) Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”). TrustCo adopted FASB Staff Position on Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, as codified in FASB ASC 260-10 (“ASC 260-10”), which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or divided equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). Participating securities under this statement include the unvested employees’ and directors’ restricted stock awards with time-based vesting, which receive nonforfeitable dividend payments. At December 31, 2016 and 2015, the Company no longer has any unvested awards that would be considered participating securities.

A reconciliation of the component parts of earnings per share for 2016, 2015 and 2014 follows:

(dollars in thousands,
                 
except per share data)
                 
   
2016
   
2015
   
2014
 
For the years ended
                 
December 31:
                 
Net income
 
$
42,601
     
42,238
     
44,193
 
Less: Net income allocated to participating securities
   
-
     
-
     
43
 
Net income allocated to common shareholders
 
$
42,601
     
42,238
     
44,150
 
Weighted average common shares outstanding including participating securities
   
95,548
     
95,103
     
94,721
 
Less: Participating securities
   
-
     
-
     
93
 
Weighted average common shares
   
95,548
     
95,103
     
94,628
 
Effect of Dilutive Securities:
                       
Stock Options
   
100
     
110
     
125
 
Weighted average common shares including potential dilutive shares
   
95,648
     
95,213
     
94,753
 
                         
Basic EPS
 
$
0.446
     
0.444
     
0.467
 
Diluted EPS
 
$
0.445
     
0.444
     
0.466
 
 
79

As of December 31, 2016, 2015 and 2014, the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 1.4 million, 1.5 million, and 2.3 million, respectively. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

(12) Off-Balance Sheet Financial Instruments

Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a fee. Commitments sometimes expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Bank’s normal credit policies, including obtaining collateral. The Bank’s maximum exposure to credit loss for loan commitments, including unused lines of credit, at December 31, 2016 and 2015, was $462.5 million and $432.1 million, respectively. Approximately 80% and 82% of these commitments were for variable rate products at the end of 2016 and 2015, respectively.

The Company does not issue any guarantees that require liability-recognition or disclosure, other than its standby letters of credit. The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $4.6 million and $3.5 million at December 31, 2016 and 2015, respectively, and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of 12 months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios are generally consistent with loan-to-value requirements for other commercial loans secured by similar types of collateral. The fair value of the Company’s standby letters of credit at December 31, 2016 and 2015 was insignificant.

No losses are anticipated as a result of loan commitments or standby letters of credit.

(13) Fair Value of Financial Instruments

Fair value measurements (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices or similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the value that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of assets and liabilities:

Securities Available for Sale: The fair value of securities available for sale are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. Also classified as available for sale securities are equity securities where fair value is determined by quoted market prices and these are designated as Level 1. The Company does not have any securities that would be designated as level 3.

Other Real Estate Owned: Assets acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. This results in a Level 3 classification of the inputs for determining fair value.
 
80

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally have had a charge-off through the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process to adjust for differences between the comparable sales and income data available. Such adjustments may be significant and typically result in a Level 3 classification of the inputs for determining fair value. When obtained, non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Indications of value for both collateral-dependent impaired loans and other real estate owned are obtained from third party providers or the Company’s internal Appraisal Department. All indications of value are reviewed for reasonableness by a member of the Appraisal Department for the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value via comparison with independent data sources such as recent market data or industry-wide statistics.

Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:

   
Fair Value Measurements at
December 31, 2016 Using:
 
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Securities available for sale:
                       
U.S. government sponsored enterprises
 
$
117,266
     
-
   
$
117,266
     
-
 
State and political subdivisions
   
886
     
-
     
886
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
372,308
     
-
     
372,308
     
-
 
Corporate bonds
   
40,705
     
-
     
40,705
     
-
 
Small Business Administration- guaranteed participation securities
   
78,499
     
-
     
78,499
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,011
     
-
     
10,011
     
-
 
Other
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
620,360
   
$
35
   
$
620,325
   
$
-
 
 
81

   
Fair Value Measurements at
December 31, 2015 Using:
 
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Securities available for sale:
                       
U.S. government sponsored enterprises
 
$
86,737
   
$
-
   
$
86,737
   
$
-
 
State and political subdivisions
   
1,290
     
-
     
1,290
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
411,729
     
-
     
411,729
     
-
 
Small Business Administration- guaranteed participation securities
   
90,416
     
-
     
90,416
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,180
     
-
     
10,180
     
-
 
Other
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
601,037
   
$
35
   
$
601,002
   
$
-
 

There were no transfers between Level 1 and Level 2 in 2016 and 2015.
 
Assets measured at fair value on a non-recurring basis are summarized below:
 
   
Fair Value Measurements at
December 31, 2016 Using:
             
                   
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Valuation technique
 
Unobservable inputs
 
Range (Weighted Average)
 
(dollars in thousands)
                                 
                                     
Other real estate owned
 
$
4,268
   
$
-
   
$
-
   
$
4,268
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
1% - 14% (7
%)
Impaired loans:
                                             
Commercial real estate
   
1,250
     
-
     
-
     
1,250
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
7% - 35% (23
%)
Real estate mortgage - 1 to 4 family
   
458
     
-
     
-
     
458
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
5% - 14% (10
%)

   
Fair Value Measurements at
December 31, 2015 Using:
             
                   
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
Valuation technique
 
Unobservable inputs
 
Range (Weighted Average)
 
(dollars in thousands)
                                 
                                     
Other real estate owned
 
$
6,455
   
$
-
   
$
-
   
$
6,455
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
1% - 10% (4
%)
Impaired loans:
                                             
Commercial real estate
   
878
     
-
     
-
     
878
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
3% - 22% (11
%)
Real estate mortgage - 1 to 4 family
   
3,109
     
-
     
-
     
3,109
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
0% - 9% (4
%)

Other real estate owned, which is carried at fair value less costs to sell, was approximately $4.3 million at December 31, 2016, and consisted of $756 thousand of commercial real estate and $3.5 million of residential real estate properties. A valuation charge of $1.2 million is included in earnings for the year ended December 31, 2016.

Of the total impaired loans of $24.0 million at December 31, 2016, $1.7 million are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2016. Gross charge-offs related to commercial impaired loans included in the table above were $482 thousand for the year ended December 31, 2016, while gross charge-offs related to residential impaired loans included in the table above amounted to $226 thousand.
 
82

Other real estate owned, which is carried at fair value less costs to sell, was approximately $6.4 million at December 31, 2015, and consisted of $1.0 million of commercial real estate and $5.4 million of residential real estate properties. A valuation charge of $1.1 million is included in earnings for the year ended December 31, 2015.

Of the total impaired loans of $25.9 million at December 31, 2015, $4.0 million are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge-offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2015. Gross charge-offs related to commercial impaired loans included in the table above were $641 thousand for the year ended December 31, 2015, while gross charge-offs related to residential impaired loans included in the table above amounted to $648 thousand.

In accordance with ASC 825, the carrying amounts and estimated fair values of financial instruments at December 31, 2016 and 2015 are as follows:

(dollars in thousands)
       
Fair Value Measurements at
 
   
Carrying
   
December 31, 2016 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
707,274
     
707,274
     
-
     
-
     
707,274
 
Securities available for sale
   
620,360
     
35
     
620,325
     
-
     
620,360
 
Held to maturity securities
   
45,490
     
-
     
47,526
     
-
     
47,526
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,579
     
N/A
     
N/A
     
N/A
     
N/A
 
Net loans
   
3,386,696
     
-
     
-
     
3,370,976
     
3,370,976
 
Accrued interest receivable
   
11,070
     
145
     
2,654
     
8,271
     
11,070
 
Financial liabilities:
                                       
Demand deposits
   
377,755
     
377,755
     
-
     
-
     
377,755
 
Interest bearing deposits
   
3,818,408
     
2,658,945
     
1,156,025
     
-
     
3,814,970
 
Short-term borrowings
   
209,406
     
-
     
209,406
     
-
     
209,406
 
Accrued interest payable
   
526
     
82
     
444
     
-
     
526
 

(dollars in thousands)
       
Fair Value Measurements at
 
   
Carrying
   
December 31, 2015 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
718,156
     
718,156
     
-
     
-
     
718,156
 
Securities available for sale
   
601,037
     
35
     
601,002
     
-
     
601,037
 
Held to maturity securities
   
56,465
     
-
     
59,439
     
-
     
59,439
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,480
     
N/A
     
N/A
     
N/A
     
N/A
 
Net loans
   
3,248,542
     
-
     
-
     
3,279,167
     
3,279,167
 
Accrued interest receivable
   
10,262
     
80
     
2,370
     
7,812
     
10,262
 
Financial liabilities:
                                       
Demand deposits
   
365,081
     
365,081
     
-
     
-
     
365,081
 
Interest bearing deposits
   
3,735,297
     
2,627,367
     
1,111,240
     
-
     
3,738,607
 
Short-term borrowings
   
191,226
     
-
     
191,226
     
-
     
191,226
 
Accrued interest payable
   
501
     
74
     
427
     
-
     
501
 

The specific estimation methods and assumptions used can have a substantial impact on the resulting fair values of financial instruments. Following is a brief summary of the significant methods and assumptions used in estimating fair values:

Cash and Cash Equivalents

The carrying values of these financial instruments approximate fair values and are classified as level 1.

Federal Reserve Bank and Federal Home Loan Bank stock
 
83

It is not practical to determine the fair value of Federal Reserve Bank and Federal Home Loan Bank stock due to their restrictive nature.
 
Securities Held to Maturity

Similar to securities available for sale described previously, the fair value of securities held to maturity are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. The Company does not have any securities that would be designated as level 3.

Loans

The fair values of all loans are estimated using discounted cash flow analyses with discount rates equal to the interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Deposit Liabilities

The fair values disclosed for noninterest bearing demand deposits, interest bearing checking accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on demand at the balance sheet date resulting in a level 1 classification. The carrying value of all variable rate certificates of deposit approximates fair value resulting in a level 2 classification. The fair value of fixed rate certificates of deposit is estimated using discounted cash flow analyses with discount rates equal to the interest rates currently being offered on certificates of similar size and remaining maturity resulting in a level 2 classification.

Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a level 1, level 2 or level 3 classification consistent with the asset or liability that they are associated with.

Short-Term Borrowings and Other Financial Instruments

The fair value of all short-term borrowings, and other financial instruments approximates the carrying value resulting in a level 2 classification.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk. Such financial instruments consist of commitments to extend financing and standby letters of credit. If the commitments are exercised by the prospective borrowers, these financial instruments will become interest earning assets of the Company. If the commitments expire, the Company retains any fees paid by the prospective borrower. The fair value of commitments is estimated based upon fees currently charged to enter into similar agreements, taking into consideration the remaining terms of the agreements and the present creditworthiness of the borrower. For fixed rate commitments, the fair value estimation takes into consideration an interest rate risk factor. The fair value of these off-balance sheet items approximates the recorded amounts of the related fees, which are considered to be immaterial.

The Company does not engage in activities involving interest rate swaps, forward placement contracts, or any other instruments commonly referred to as derivatives.

(14) Regulatory Capital Requirements
 
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies.  Capital adequacy regulations and, additionally for banks, the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet capital requirements can result in regulatory action.  The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019.    The capital rules include a capital conservation buffer that is designed to absorb losses during periods of economic stress and to require increased capital levels before capital distributions and certain other payments can be made. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. Implementation of the buffer began in January 2016 at the 0.625% level, and the buffer increases 0.625% each year thereafter until it reaches 2.5% on January 1, 2019.  Management believes, as of December 31, 2016, the Company and Bank meet all capital adequacy requirements to which they are subject.
 
84

Prompt corrective action regulations provide five classifications:  well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If a bank is adequately capitalized, regulatory approval is required to accept brokered deposits.  If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.  The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. As of December 31, 2016 and December 31, 2015, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The following is a summary of actual capital amounts and ratios as of December 31, 2016 and 2015, for Trustco Bank:

(dollars in thousands)
 
As of December 31, 2016
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized(1)
   
Capitalized(1)(2)
 
                         
Tier 1 leverage ratio
 
$
424,802
     
8.829
%
   
5.000
%
   
4.000
%
Common equity Tier 1 capital
   
424,802
     
17.238
     
6.500
     
5.125
 
Tier 1 risk-based capital
   
424,802
     
17.238
     
8.000
     
6.625
 
Total risk-based capital
   
455,772
     
18.492
     
10.000
     
8.625
 

(dollars in thousands)
 
As of December 31, 2015
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized(1)
   
Capitalized(1)
 
                         
Tier 1 leverage ratio
 
$
405,506
     
8.600
%
   
5.000
%
   
4.000
%
Common equity Tier 1 capital
   
405,506
     
17.210
     
6.500
     
4.500
 
Tier 1 risk-based capital
   
405,506
     
17.210
     
8.000
     
6.000
 
Total risk-based capital
   
435,149
     
18.470
     
10.000
     
8.000
 

(1) Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2) The December 31, 2016 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a transition capital conservation buffer of 0.625 percent

The following is a summary of actual capital amounts and ratios as of December 31, 2016 and 2015 for TrustCo on a consolidated basis.
 
(dollars in thousands)
 
As of December 31, 2016
   
Minimum for
 
               
Capital Adequacy plus
 
               
Capital Conservation
 
   
Amount
   
Ratio
   
Buffer
 
                   
Tier 1 leverage ratio
 
$
438,426
     
9.110
%
   
4.000
%
Common equity Tier 1 capital
   
438,426
     
17.782
     
5.125
 
Tier 1 risk-based capital
   
438,426
     
17.782
     
6.625
 
Total risk-based capital
   
469,411
     
19.038
     
8.625
 

(dollars in thousands)
 
As of December 31, 2015
   
Minimum for
 
                   
   
Amount
   
Ratio
   
Capital Adequacy
 
                   
Tier 1 leverage ratio
 
$
417,538
     
8.850
%
   
4.000
%
Common equity Tier 1 capital
   
417,538
     
17.710
     
4.500
 
Tier 1 risk-based capital
   
417,538
     
17.710
     
6.000
 
Total risk-based capital
   
447,193
     
18.970
     
8.000
 
 
85

(15) Accumulated Other Comprehensive Loss

The following is a summary of the accumulated other comprehensive loss balances, net of tax:

    For the year ended 12/31/16  
         
Other
   
Amount
   
Other
       
(dollars in thousands)
       
comprehensive
   
reclassified
   
comprehensive
       
   
Balance at
12/31/2015
   
(loss) income -
before
reclassifications
   
from accumulated
other comprehensive
loss
   
(loss) income -
year
ended 12/31/2016
   
Balance at
12/31/2016
 
                               
                               
Net unrealized holding loss on securities available for sale, net of tax
 
$
(4,492
)
   
(1,869
)
   
(401
)
   
(2,270
)
   
(6,762
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(758
)
   
800
     
-
     
800
     
42
 
Net change in net actuarial loss and prior service cost on pension and  postretirement benefit plans, net of tax
   
469
     
-
     
-
     
-
     
469
 
                                         
Accumulated other comprehensive loss, net of tax
   
(4,781
)
   
(1,069
)
   
(401
)
   
(1,470
)
   
(6,251
)

    For the year ended 12/31/15  
         
Other
   
Amount
   
Other
       
(dollars in thousands)
       
comprehensive
   
reclassified
   
comprehensive
       
         
(loss) income -
   
from accumulated
   
(loss) income -
       
   
Balance at
   
before
   
other comprehensive
   
year
   
Balance at
 
   
12/31/2014
   
reclassifications
   
loss
   
ended 12/31/2015
   
12/31/2015
 
                               
                               
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
(3,693
)
   
(648
)
   
(151
)
   
(799
)
   
(4,492
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(1,188
)
   
430
     
-
     
430
     
(758
)
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
372
     
-
     
97
     
97
     
469
 
                                         
Accumulated other comprehensive loss, net of tax
   
(4,509
)
   
(218
)
   
(54
)
   
(272
)
   
(4,781
)

    For the year ended 12/31/14  
         
Other
   
Amount
   
Other
       
(dollars in thousands)
       
comprehensive
   
reclassified
   
comprehensive
       
   
Balance at
12/31/2013
   
income (loss)-
before
reclassifications
   
from accumulated
other comprehensive
loss
   
Income (loss)-
year
ended 12/31/2014
   
Balance at
12/31/2014
 
                               
                               
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
(18,078
)
   
14,815
     
(430
)
   
14,385
     
(3,693
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
3,843
     
(5,031
)
   
-
     
(5,031
)
   
(1,188
)
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
432
     
-
     
(60
)
   
(60
)
   
372
 
                                         
Accumulated other comprehensive loss, net of tax
 
$
(13,803
)
   
9,784
     
(490
)
   
9,294
     
(4,509
)

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2016, 2015 and 2014:
 
   
Years Ended
   
(dollars in thousands)
 
December 31,
 
Affected Line Item
   
2016
   
2015
   
2014
 
in Financial Statements
Unrealized gains on securities available for sale
                      
                         
Realized gain on securities transactions
 
$
668
     
251
     
717
 
Net gain on securities transactions
Income tax expense
   
(267
)
   
(100
)
   
(287
)
Income taxes
Net of tax
   
401
     
151
     
430
   
                               
Amortization of pension and postretirement benefit items
                            
                               
Amortization of net actuarial gain (loss)
   
90
     
(70
)
   
297
 
Salaries and employee benefits
Amortization of prior service cost
   
(90
)
   
(90
)
   
(199
)
Salaries and employee benefits
Income tax benefit
   
-
     
63
     
(38
)
Income taxes
Net of tax
   
-
     
(97
)
   
60
   
                               
Total reclassifications, net of tax
 
$
401
     
54
     
490
   
 
86

(16) Building Held for Sale

During 2013, Trustco entered into an agreement to sell a building that was to be used as the regional operations center in Florida to a third party purchaser for approximately $5.0 million. As of December 31, 2013, the carrying value of the building was approximately $3.2 million and the building was held for sale and included in Other Assets in the Consolidated Statement of Financial Condition. The sale occurred during 2014 and the Company recognized a gain of $1.6 million in 2014, which is included in other noninterest income in the Consolidated Statement of Income.

(17) Agreement with the Office of the Comptroller of the Currency

On July 21, 2015 Trustco Bank (the “Bank”), the wholly owned subsidiary of TrustCo Bank Corp NY, entered into a formal agreement (the “Agreement”) with the Comptroller of the Currency of the United States (the “OCC”). The Agreement relates to the findings of the OCC following an examination of the Bank. The Agreement requires the Bank to take various actions, within prescribed time frames, with respect to certain areas of the Bank. These include, among others, (i) establishment of a committee of at least three Directors to monitor and coordinate the Bank’s response to the Agreement; (ii) adoption of compliance plans to respond to the Agreement with the assistance of an independent qualified consultant; (iii) evaluation and implementation of improvements in corporate governance with the assistance of an independent qualified consultant; (iv) evaluation and implementation of improvements in internal audit; (v) development of a strategic plan; (vi) development of a revised capital plan consistent with the strategic plan; (vii) development, and implementation of improvements to the Bank’s loan review system; and (viii) such other necessary steps to address the issues and questions noted by the OCC in the Agreement.


 (18) Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” which implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (is) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In July 2015, FASB deferred the effective date of the ASU by one year which means ASU 2014-09 will be effective for the Company on January 1, 2018.  In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU No. 2016-08 - Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10 - Identifying Performance Obligations and Licensing and ASU No. 2016-12 - Narrow-Scope Improvements and Practical Expedients. The ASU is not expected to significantly impact the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” which amended existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. The ASU is not expected to significantly impact the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” which amended existing guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2018. The Company is evaluating the impact of ASU No. 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, “Improvement to Employee Share-Based Payment Accounting” which amended existing guidance to simplify aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2016. The Company primarily issues incentive stock options (ISOs) to certain officers and directors as disclosed in Note 9 and, therefore, does not expect that the adoption of the ASU will have a significant impact on its consolidated financial statements.
 
87

In June 2016, the FASB released ASU 2016-13, “Financial Instruments – Credit Losses” which amended existing guidance to replace current generally accepted accounting principles used to measure a reporting entity’s credit losses.  The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2019. The ASU represents a significant departure from current GAAP and the Company is evaluating the impact of the ASU on its consolidated financial statements, which includes developing a roadmap for implementation of the new standard.

(19) Parent Company Only

The following statements pertain to TrustCo Bank Corp NY (Parent Company):

Statements of Comprehensive Income

(dollars in thousands)
  Years Ended December 31,  
Income:
 
2016
   
2015
   
2014
 
                   
Dividends and interest from subsidiaries
 
$
24,498
     
24,501
     
24,499
 
Miscellaneous income
   
-
     
-
     
18
 
Total income
   
24,498
     
24,501
     
24,517
 
Expense:
                       
Operating supplies
   
21
     
33
     
50
 
Professional services
   
461
     
577
     
557
 
Miscellaneous expense
   
1,258
     
664
     
1,350
 
Total expense
   
1,740
     
1,274
     
1,957
 
Income before income taxes and subsidiaries' undistributed earnings
   
22,758
     
23,227
     
22,560
 
Income tax benefit
   
(578
)
   
(405
)
   
(663
)
Income before subsidiaries' undistributed earnings
   
23,336
     
23,632
     
23,223
 
Equity in undistributed
                       
earnings of subsidiaries
   
19,265
     
18,606
     
20,970
 
Net income
 
$
42,601
     
42,238
     
44,193
 
Change in other comprehensive (loss) income
   
(1,470
)
   
(272
)
   
9,294
 
Comprehensive income
 
$
41,131
     
41,966
     
53,487
 

Statements of Condition
           
(dollars in thousands)
 
December 31,
 
Assets:
 
2016
   
2015
 
Cash in subsidiary bank
 
$
19,886
     
18,463
 
Investments in subsidiaries
   
419,075
     
401,289
 
Securities available for sale
   
35
     
35
 
Other assets
   
824
     
967
 
Total assets
   
439,820
     
420,754
 
Liabilities and shareholders' equity:
               
Accrued expenses and other liabilities
   
7,134
     
7,444
 
Total liabilities
   
7,134
     
7,444
 
Shareholders' equity
   
432,686
     
413,310
 
Total liabilities and shareholders' equity
 
$
439,820
     
420,754
 
 
88

Statements of Cash Flows

(dollars in thousands)
  Years Ended December 31,  
   
2016
   
2015
   
2014
 
Increase/(decrease) in cash and cash equivalents:
                 
Cash flows from operating activities:
                 
Net income
 
$
42,601
     
42,238
     
44,193
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Equity in undistributed earnings of subsidiaries
   
(19,265
)
   
(18,606
)
   
(20,970
)
Stock based compensation expense
   
224
     
204
     
325
 
Net change in other assets and accrued expenses
   
(196
)
   
(140
)
   
388
 
Total adjustments
   
(19,237
)
   
(18,542
)
   
(20,257
)
Net cash provided by operating activities
   
23,364
     
23,696
     
23,936
 
Cash flows from investing activities:
                       
Purchases of securities available for sale
   
-
     
-
     
(25
)
Net cash used in investing activities
   
-
     
-
     
(25
)
Cash flows from financing activities:
                       
Proceeds from exercise of stock options
   
1,368
     
147
     
131
 
Dividends paid
   
(25,055
)
   
(24,937
)
   
(24,839
)
Payments to acquire treasury stock
   
(701
)
   
(147
)
   
(282
)
Proceeds from sales of treasury stock
   
2,447
     
2,670
     
2,850
 
                         
Net cash used in financing activities
   
(21,941
)
   
(22,267
)
   
(22,140
)
                         
Net increase in cash and cash equivalents
   
1,423
     
1,429
     
1,771
 
                         
Cash and cash equivalents at beginning of year
   
18,463
     
17,034
     
15,263
 
                         
Cash and cash equivalents at end of year
 
$
19,886
     
18,463
     
17,034
 
 
89

Branch Locations 
     
New York 
     
Airmont Office
Guilderland Office
Pomona Office
327 Route 59 East
3900 Carman Rd.
1581 Route 202
Airmont, NY
Schenectady, NY
Pomona, NY
Telephone: (845) 357-2435
Telephone: (518) 355-4890
Telephone: (845) 354-0176
     
Altamont Ave. Office
Halfmoon Office
Poughkeepsie Office
1400 Altamont Ave.
215 Guideboard Rd., Country Dollar Plaza
2656 South Rd.
Schenectady, NY
Halfmoon, NY
Poughkeepsie, NY
Telephone: (518) 356-1317
Telephone: (518) 371-0593
Telephone: (845) 485-6419
     
Altamont Ave. West Office
Hartsdale Office
Queensbury Office
1900 Altamont Ave.
220 East Hartsdale Ave.
118 Quaker Rd., Suite 1
Rotterdam, NY
Hartsdale, NY
Queensbury, NY
Telephone: (518) 355-1900
Telephone: (914) 722-2640
Telephone: (518) 798-7226
     
Amsterdam Office
Highland Office
Red Hook Office
4931 Route 30
3580 Route 9W
4 Morgans Way
Amsterdam, NY
Highland, NY
Red Hook, NY
Telephone: (518) 842-5459
Telephone: (845) 691-7023
Telephone: (845) 752-2224
     
Ardsley Office
Hoosick Falls Office
Rotterdam Office
33-35 Center St.
47 Main St.
Curry Road Shopping Center
Ardsley, NY
Hoosick Falls, NY
Schenectady, NY
Telephone: (914) 693-3254
Telephone: (518) 686-5352
Telephone: (518) 355-8330
     
Ballston Spa Office
Hudson Office
Route 2 Office
235 Church Ave.
507 Warren St.
201 Troy-Schenectady Rd.
Ballston Spa, NY
Hudson, NY
Latham, NY
Telephone: (518) 885-1561
Telephone: (518) 828-9434
Telephone: (518) 785-7155
     
Balltown Road Office
Hudson Falls Office
Route 7 Office
1475 Balltown Rd.
3750 Burgoyne Ave.
1156 Troy-Schenectady Rd.
Niskayuna, NY
Hudson Falls, NY
Latham, NY
Telephone: (518) 377-2460
Telephone: (518) 747-0886
Telephone: (518) 785-4744
     
Brandywine Office
Katonah Office
Saratoga Springs Office
1048 State St.
18 Woods Bridge Road
34 Congress St.
Schenectady, NY
Katonah, NY
Saratoga Springs, NY
Telephone: (518) 346-4295
Telephone: (914) 666-6230
Telephone: (518) 587-3520
     
Briarcliff Manor Office
Kingston Office
Schaghticoke Office
75 North State Rd.
1220 Ulster Ave.
2 Main St.
Briarcliff Manor, NY
Kingston, NY
Schaghticoke, NY
Telephone: (914) 762-7133
Telephone: (845) 336-5372
Telephone: (518) 753-6509
 
90

Bronxville Office
Lake George Office
Scotia Office
5-7 Park Place
2160 Route 9L
123 Mohawk Ave.
Bronxville, NY
Lake George, NY
Scotia, NY
Telephone: (914) 771-4180
Telephone: (518) 668-2352
Telephone: (518) 372-9416
     
Brunswick Office
Latham Office
Sheridan Plaza Office
740 Hoosick Rd.
1 Johnson Rd.
1350 Gerling St.
Troy, NY
Latham, NY
Schenectady, NY
Telephone: (518) 272-0213
Telephone: (518) 785-0761
Telephone: (518) 377-8517
     
Campbell West Plaza Office
Loudon Plaza Office
Slingerlands Office
141 West Campbell Rd.
372 Northern Blvd.
1569 New Scotland Rd.
Rotterdam, NY
Albany, NY
Slingerlands, NY
Telephone: (518) 377-2393
Telephone: (518) 462-6668
Telephone: (518) 439-9352
     
Central Ave. Office
Madison Ave. Office
South Glens Falls Office
40 Central Ave.
1084 Madison Ave.
133 Saratoga Rd., Suite 1
Albany, NY
Albany, NY
South Glens Falls, NY
Telephone: (518) 426-7291
Telephone: (518) 489-4711
Telephone: (518) 793-7668
     
Chatham Office
Malta 4 Corners Office
State Farm Road Office
193 Hudson Ave.
2471 Route 9
2050 Western Ave.
Chatham, NY
Malta, NY
Guilderland, NY
Telephone: (518) 392-0031
Telephone: (518) 899-1056
Telephone: (518) 452-6913
     
Clifton Country Road Office
Mamaroneck Office
State St. Albany Office
7 Clifton Country Rd.
180-190 East Boston Post Rd.
112 State St.
Clifton Park, NY
Mamaroneck, NY
Albany, NY
Telephone: (518) 371-5002
Telephone: (914) 777-3023
Telephone: (518) 436-9043
     
Clifton Park Office
Mayfair Office
State St. Schenectady - Main Office
1018 Route 146
286 Saratoga Rd.
320 State St.
Clifton Park, NY
Glenville, NY
Schenectady, NY
Telephone: (518) 371-8451
Telephone: (518) 399-9121
Telephone: (518) 381-3831
     
Cobleskill Office
Mechanicville Office
Stuyvesant Plaza Office
104 Merchant Pl.
9 Price Chopper Plaza
Western Ave. at Fuller Rd.
Cobleskill, NY
Mechanicville, NY
Albany, NY
Telephone: (518) 254-0290
Telephone: (518) 664-1059
Telephone: (518) 489-2616
     
Colonie Office
Milton Office
Tanners Main Office
1892 Central Ave.
2 Trieble Ave.
345 Main St.
Albany, NY
Ballston Spa, NY
Catskill, NY
Telephone: (518) 456-0041
Telephone: (518) 885-0498
Telephone: (518) 943-2500
     
Crestwood Plaza Office
Monroe Office
Tanners West Office
415 Whitehall Rd.
791 Route 17M
238 West Bridge St.
Albany, NY
Monroe, NY
Catskill, NY
Telephone: (518) 482-0693
Telephone: (845) 782-1100
Telephone: (518) 943-5090
     
Delmar Office
Mont Pleasant Office
Troy Office
167 Delaware Ave.
959 Crane St.
5th Ave. and State St.
Delmar, NY
Schenectady, NY
Troy, NY
Telephone: (518) 439-9941
Telephone: (518) 346-1267
Telephone: (518) 274-5420
91

East Greenbush Office
Mt. Kisco Office
Upper Union Street Office
501 Columbia Tpk.
222 East Main St.
1620 Union St.
Rensselaer, NY
Mt. Kisco, NY
Schenectady, NY
Telephone: (518) 479-7233
Telephone: (914) 666-2362
Telephone: (518) 374-4056
     
Elmsford Office
New City Office
Ushers Road Office
100 Clearbrook Rd.
20 Squadron Blvd.
308 Ushers Rd.
Elmsford, NY
New City, NY
Ballston Lake, NY
Telephone: (914) 345-1808
Telephone: (845) 634-4571
Telephone: (518) 877-8069
     
Exit 8/Crescent Rd. Office
New Scotland Office
Valatie Office
1532 Crescent Rd.
301 New Scotland Ave.
2929 Route 9
Clifton Park, NY
Albany, NY
Valatie, NY
Telephone: (518) 383-0039
Telephone: (518) 438-7838
Telephone: (518) 758-2265
     
Exit 11 Office
Newton Plaza Office
Wappingers Falls Office
43 Round Lake Rd.
602 New Loudon Rd.
1490 Route 9
Ballston Lake, NY
Latham, NY
Wappingers Falls, NY
Telephone: (518) 899-1558
Telephone: (518) 786-3687
Telephone: (845) 298-9315
     
Fishkill Office
Niskayuna-Woodlawn Office
Warrensburg Office
1545 Route 52
3461 State St.
9 Lake George Plaza Rd.
Fishkill, NY
Schenectady, NY
Lake George, NY
Telephone: (845) 896-8260
Telephone: (518) 377-2264
Telephone: (518) 623-3707
     
Freemans Bridge Rd. Office
Northern Pines Road Office
West Sand Lake Office
1 Sarnowski Dr.
649 Maple Ave.
3690 NY Route 43
Glenville, NY
Saratoga Springs, NY
West Sand Lake, NY
Telephone: (518) 344-7510
Telephone: (518) 583-2634
Telephone: (518) 674-3327
     
Glenmont Office
Nyack Office
Wilton Mall Office
380 Route 9W
21 Route 59
Route 50
Glenmont, NY
Nyack, NY
Saratoga Springs, NY
Telephone: (518) 449-2128
Telephone: (845) 353-2035
Telephone: (518) 583-1716
     
Glens Falls Office
Peekskill Office
Wolf Road Office
100 Glen St.
20 Welcher Ave.
34 Wolf Rd.
Glens Falls, NY
Peekskill, NY
Albany, NY
Telephone: (518) 798-8131
Telephone: (914) 739-1839
Telephone: (518) 458-7761
     
Greenwich Office
Pelham Office
Wynantskill Office
131 Main St.
132 Fifth Ave.
134-136 Main St.
Greenwich, NY
Pelham, NY
Wynantskill, NY
Telephone: (518) 692-2233
Telephone: (914) 632-1983
Telephone: (518) 286-2674
92

Florida 
     
Alafaya Woods Office
Gateway Commons Office
Osprey Office
1500 Alafaya Trl.
1525 East Osceola Pkwy., Suite 120
1300 South Tamiami Trl.
Oviedo, FL
Kissimmee, FL
Osprey, FL
Telephone: (407) 359-5991
Telephone: (407) 932-0398
Telephone: (941) 918-9380
     
Aloma Office
Goldenrod Office
Oviedo Office
4070 Aloma Ave.
7803 East Colonial Rd., Suite 107
1875 West County Rd. 419, Suite 600
Winter Park, FL
Orlando, FL
Oviedo, FL
Telephone: (407) 677-1969
Telephone: (407) 207-3773
Telephone: (407) 365-1145
     
Apollo Beach Office
Juno Beach Office
Pleasant Hill Commons Office
205 Apollo Beach Blvd.
14051 US Highway 1
3307 South Orange Blossom Trl.
Apollo Beach, FL
Juno Beach, FL
Kissimmee, FL
Telephone: (813) 649-0460
Telephone: (561) 630-4521
Telephone: (407) 846-8866
     
Apopka Office
Lady Lake Office
Port Orange Office
1134 North Rock Springs Rd.
873 North US Highway 27/441
3751 Clyde Morris Blvd.
Apopka, FL
Lady Lake, FL
Port Orange, FL
Telephone: (407) 464-7373
Telephone: (352) 205-8893
Telephone: (386) 322-3730
     
Avalon Park Office
Lake Brantley Office
Rinehart Road Office
3662 Avalon Park East Blvd.
909 North SR 434
1185 Rinehart Rd.
Orlando, FL
Altamonte Springs, FL
Sanford, FL
Telephone: (407) 380-2264
Telephone: (407) 339-3396
Telephone: (407) 268-3720
     
Bay Hill Office
Lake Mary Office
Sarasota Office
6084 Apopka Vineland Road
350 West Lake Mary Blvd.
2704 Bee Ridge Rd.
Orlando, FL
Sanford, FL
Sarasota, FL
Telephone: (321) 251-1859
Telephone: (407) 330-7106
Telephone: (941) 929-9451
     
BeeLine Center Office
Lake Nona Office
South Clermont Office
10249 South John Young Pkwy., Suite 101
9360 Narcoossee Rd.
16908 High Grove Blvd.
Orlando, FL
Orlando, FL
Clermont, FL
Telephone: (407) 240-0945
(407) 801-7330
Telephone: (352) 243-9511
     
Beneva Village Office
Lake Square Office
Stuart Office
5950 South Beneva Road
10105 Route 441
951 SE Federal Highway
Sarasota, FL
Leesburg, FL
Stuart, FL
Telephone: (941) 923-8269
Telephone: (352) 323-8147
Telephone: (772) 286-4757
     
Bradenton Office
Lee Road Office
Sun City Center
5858 Cortez Rd. West
1084 Lee Rd., Suite 11
4441 Sun City Center
Bradenton, FL
Orlando, FL
Sun City Center, FL
Telephone: (941) 792-2604
Telephone: (407) 532-5211
Telephone: (813) 633-1468
     
Colonial Drive Office
Lee Vista Office
Sweetwater Office
4301 East Colonial Dr.
8288 Lee Vista Blvd., Suite E
671 North Hunt Club Rd.
Orlando, FL
Orlando, FL
Longwood, FL
Telephone: (407) 895-6393
Telephone: (321) 235-5583
Telephone: (407) 774-1347
93

Curry Ford Road Office
Leesburg Office
Tuskawilla Road Office
3020 Lamberton Blvd., Suite 116
1330 Citizens Blvd., Suite 101
1295 Tuskawilla Rd., Suite 10
Orlando, FL
Leesburg, FL
Winter Springs, FL
Telephone: (407) 277-9663
Telephone: (352) 365-1305
Telephone: (407) 695-5558
     
Curry Ford West Office
Maitland Office
Venice Office
2838 Curry Ford Rd.
9400 US Route 17/92, Suite 101
2057 South Tamiami Trl.
Orlando, FL
Maitland, FL
Venice, FL
Telephone: (407) 893-9878
Telephone: (407) 332-6071
Telephone: (941) 496-9100
     
Davenport Office
Melbourne Office
Westwood Plaza Office
2300 Deer Creek Commons Ln., Suite 600
2481 Croton Rd.
4942 West State Route 46, Suite 1050
Davenport, FL
Melbourne, FL
Sanford, FL
Telephone: (863) 424-9493
Telephone: (321) 752 0446
Telephone: (407) 321-4925
     
Dean Road Office
Metro West Office
Windermere Office
3920 Dean Rd.
2619 S. Hiawasee Rd.
2899 Maguire Rd.
Orlando, FL
Orlando, FL
Windermere, FL
Telephone: (407) 657-8001
Telephone: (407) 293-1580
Telephone: (407) 654-0498
     
Downtown Orlando Office
North Clermont Office
Winter Garden Office
415 East Pine St.
12302 Roper Blvd.
16118 Marsh Rd.
Orlando, FL
Clermont, FL
Winter Garden, FL
Telephone: (407) 422-7129
Telephone: (352) 243-2563
Telephone: (407) 654-4609
     
East Colonial Office
Orange City Office
Winter Haven Office
12901 East Colonial Dr.
902 Saxon Blvd., Suite 101
7476 Cypress Gardens Blvd. Southeast
Orlando, FL
Orange City, FL
Winter Haven, FL
Telephone: (407) 275-3075
Telephone: (386) 775-1392
Telephone: (863) 326-1918
     
Englewood Office
Ormond Beach Office
Winter Springs Office
2930 South McCall Rd.
115 North Nova Rd.
851 East State Route 434
Englewood, FL
Ormond Beach, FL
Winter Springs, FL
Telephone: (941) 460-0601
Telephone: (386) 256-3813
Telephone: (407) 327-6064
     
Massachusetts
New Jersey
Vermont
     
Allendale Office
Northvale Office
Bennington Office
5 Cheshire Rd., Suite 18
220 Livingston St.
215 North St.
Pittsfield, MA
Northvale, NJ
Bennington, VT
Telephone: (413) 236-8400
Telephone: (201) 750-1501
Telephone: (802) 447-4952
     
Great Barrington Office
Ramsey Office
 
326 Stockbridge Rd.
385 North Franklin Tpk.
 
Great Barrington, MA
Ramsey, NJ
 
Telephone: (413) 644-0054
Telephone: (201) 934-1429
 
     
Lee Office
   
43 Park St.
   
Lee, MA
   
Telephone: (413) 243-4300
   
     
Pittsfield Office
   
1 Dan Fox Dr.
   
Pittsfield, MA
   
Telephone: (413) 442-1330
   
 
94

OFFICERS
 
BOARD OF DIRECTORS
     
PRESIDENT AND
 
Dennis A. De Gennaro
CHIEF EXECUTIVE OFFICER
 
President, Camelot Associates Corporation
Robert J. McCormick
 
Commercial and Residential Construction
   
Chairman, TrustCo Bank Corp NY
     
EXECUTIVE VICE PRESIDENT AND
 
Brian C. Flynn, CPA
CHIEF OPERATING OFFICER
 
KPMG LLP
Robert T. Cushing
 
Retired Partner
     
EXECUTIVE VICE PRESIDENT AND
 
Thomas O. Maggs
CHIEF BANKING OFFICER
 
President, Maggs & Associates
Scot R. Salvador
 
Insurance Agency
     
EXECUTIVE VICE PRESIDENT AND
 
Anthony J. Marinello, M.D., Ph.D.
CHIEF RISK OFFICER
 
Physician
Robert M. Leonard
   
   
Robert J. McCormick
SENIOR VICE PRESIDENT AND
 
President and Chief Executive Officer
TREASURER
 
TrustCo Bank Corp NY
Eric W. Schreck
   
   
William D. Powers
SENIOR VICE PRESIDENT AND
 
Partner, Powers & Co., LLC
CHIEF FINANCIAL OFFICER
 
Consulting
Michael M. Ozimek
   
   
William J. Purdy
SECRETARY
 
President, Welbourne & Purdy Realty, Inc.
Michael J. Hall, Esq.
 
Real Estate
     
Directors of TrustCo Bank Corp NY
   
are also Directors of Trustco Bank
   
     
HONORARY DIRECTORS
   
Lionel O. Barthold
James H. Murphy, D.D.S.
Edwin O. Salisbury
Nancy A. McNamara
Richard J. Murray, Jr.
William F. Terry
John S. Morris, Ph.D.
Anthony M. Salerno
 
 
95

Trustco Bank Officers
 
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Robert J. McCormick
 
EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
Robert T. Cushing
 
EXECUTIVE VICE PRESIDENT
AND CHIEF RISK OFFICER
Robert M. Leonard
 
EXECUTIVE VICE PRESIDENT
CHIEF BANKING OFFICER AND
CHIEF LENDING OFFICER
Scot R. Salvador
 
ACCOUNTING/FINANCE
Senior Vice President and
Chief Financial Officer
Michael M. Ozimek
Vice President
Harry A. Kabalian
Interest Rate Risk Vice President
Kevin T. Timmons
Assistant Vice President
Christopher A. Halstead
Officers
Elizabeth Bennett
Lynn M. Hallenbeck
Michael F. McMahon
 
AUDIT
Director of Internal Audit
Daniel R. Saullo
Officers
Kenneth Hughes Jr.
Jasmine K. Silver
 
BRANCH ADMINISTRATION
Senior Vice President and
Florida Regional President
Eric W. Schreck
Vice President
Carly K. Batista
BRANCH ADMINISTRATION
(continued)
Assistant Vice President
Gloryvel Morales
Officers
Amy E. Anderson
Mark J. Cooper
John A. Croke
Jonathan R. Goodell
William Janz
Lesly Jean-Louis
Paul D. Matthews
Seeranie Ramjeet
Jocelyn E. Vizcara
Berkley K. Young
 
COLLECTIONS/ OPERATIONS/
CREDIT
Senior Vice President
Chief Operations Officer
Kevin M. Curley
Vice President
Michael V. Pitnell
Officers
Stacy L. Marble
Aislinn E. Melia
 
COMPLIANCE/ RISK/ BSA/
CREDIT ADMINISTRATION
Administrative Vice President
Chief Compliance Officer
Information Security Officer
Michael J. Ewell
Vice President, Counsel
Michael J. Hall, Esq.
Vice President
Michelle L. Simmonds
Assistant Vice Presidents
Jennifer L. Meadows
Lara Ann Gough
Officers
Linda M. Bow
Jason T. Goodell
James A.P. McCarthy, Esq.
FINANCIAL SERVICES
Administrative Vice President
Chief Trust Officer
Patrick J. LaPorta, Esq.
Vice President
Thomas M. Poitras
Assistant Vice President
Richard W. Provost
Officers
Michael D. Bates
John W. Bresonis
William Heslin
Clint M. Mallard
Lauren Maxwell
 
GENERAL SERVICES
Officer
Joseph N. Marley
 
INFORMATION TECHNOLOGY
Chief Technology Officer
Volney R. LaRowe
 
LENDING
Administrative Vice President
Michael J. Lofrumento
Vice Presidents
Patrick M. Canavan
John R. George
Officers
Suzanne E. Breen
James M. Poole
Joseph M. Rice
 
MARKETING
Officer
Adam E. Roselan
 
PERSONNEL/
QUALITY CONTROL/
TRAINING
Director of Human Resources
Mary-Jean Riley
Officer
Takla A. Awad
Jessica M. DeVoe
 
 
96

General Information
 
ANNUAL MEETING
Thursday, May 18, 2016
4:00 PM
Mallozzi’s Restaurant
1930 Curry Road
Schenectady, NY 12303
 
CORPORATE HEADQUARTERS
5 Sarnowski Drive
Glenville, NY 12302
(518) 377-3311
 
DIVIDEND REINVESTMENT PLAN
A Dividend Reinvestment Plan is available to shareholders of TrustCo Bank Corp NY. It provides for the reinvestment of cash dividends and optional cash payments to purchase additional shares of TrustCo stock. The Dividend Reinvestment Plan has certain administrative charges and provides a convenient method of acquiring additional shares. Computershare acts as administrator for this service and is the agent for shareholders in these transactions. Shareholders who want additional information may contact Computershare at 1-800-368-5948.
 
DIRECT DEPOSIT OF DIVIDENDS
Electronic deposit of dividends, which offers safety and convenience, is available to TrustCo shareholders who wish to have dividends deposited directly to personal checking, savings or other accounts. If you would like to arrange direct deposit, please write to Computershare listed as transfer agent at the bottom of this page.
 
FORM 10-K
TrustCo Bank Corp NY will provide, without charge, a copy of its Form 10-K for the year ended December 31, 2016 upon written request. Requests and related inquiries should be directed to Kevin T. Timmons, Vice President, TrustCo Bank Corp NY, P.O. Box 380, Schenectady, New York 12301-0380.
 
CODE OF CONDUCT
TrustCo Bank Corp NY will provide, without charge, a copy of its Code of Conduct upon written request. Requests and related inquiries should be directed to Robert M. Leonard, Executive Vice President-Personnel, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.
 
NASDAQ SYMBOL: TRST
The Corporation’s common stock trades on The Nasdaq Stock Market under the symbol TRST. There were approximately 12,200 shareholders of record of TrustCo common stock as of February 8, 2017.
 
SUBSIDIARIES:
 
Trustco Bank
Glenville, New York
Member FDIC
(and its wholly owned subsidiaries)
 
Trustco Realty Corp
Glenville, New York
 
Trustco Insurance Agency, Inc.
Glenville, New York
 
ORE Property, Inc.
Glenville, New York
(and its wholly owned subsidiaries)
 
ORE Property One, Inc.
Orlando, Florida
 
ORE Property Two, Inc.
Orlando, Florida
 
ORE Subsidiary Corporation
Glenville, New York
 
TRANSFER AGENT
Computershare
Regular Mail
P.O Box 30170
College Station, TX 77842-3170

Overnight Delivery
211 Quality Circle Suite
210 College Station, TX 77845
 
Toll Free: 1-800-368-5948
 
Trustco Bank® is a registered service mark with the U.S. Patent & Trademark Office.
 
97

Share Price Information
 
The following graph shows changes over a five-year period in the value of $100 invested in: (1) TrustCo’s common stock; (2) Russell 2000 and (3) the SNL Bank and Thrift Index, an industry group compiled by SNL Financial LC, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in SNL’s coverage universe. The index included 409 companies as of February 22, 2017. A list of the component companies can be obtained by contacting TrustCo.
 
 
 
Period Ending
Index
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
TrustCo Bank Corp NY
100.00
98.85
140.53
147.70
130.13
192.69
Russell 2000
100.00
116.35
161.52
169.43
161.95
196.45
SNL Bank and Thrift
100.00
134.28
183.86
205.25
209.39
264.35
 
 
98