EX-13 2 ex13.htm EXHIBIT 13

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 32 counties with a broad range of community banking services.
 
Financial Highlights
 
(dollars in thousands, except per share data)
 
Years ended December 31,
 
   
2017
     
2016
     
Percent Change
 
Income:
                     
Net interest income
 
$
154,368
     
$
146,055
       
5.69
%
Net Income
   
43,145
       
42,601
       
1.28
 
Per Share:
                           
Basic earnings
   
0.449
       
0.446
       
0.65
 
Diluted earnings
   
0.448
       
0.445
       
0.76
 
Book value at period end
   
4.76
       
4.52
       
5.30
 
Average Balances:
                           
Assets
   
4,875,668
       
4,790,701
       
1.77
 
Loans, net
   
3,514,900
       
3,348,324
       
4.97
 
Deposits
   
4,171,396
       
4,149,201
       
0.53
 
Shareholders' equity
   
447,680
       
428,389
       
4.50
 
Financial Ratios:
                           
Return on average assets
   
0.88
 
%    
0.89
 
%
   
(1.12
)
Return on average equity
   
9.64
       
9.94
       
(3.02
)
Consolidated tier 1 capital to:
                           
Total assets (leverage)
   
9.45
       
9.11
       
3.72
 
Risk-adjusted assets
   
18.02
       
17.78
       
1.34
 
Common equity tier 1 capital ratio
   
18.02
       
17.78
       
1.34
 
Total capital to risk-adjusted assets
   
19.28
       
19.04
       
1.27
 
Net loans charged off to average loans
   
0.05
       
0.11
       
(57.13
)
Allowance for loan losses to nonperforming loans
   
1.81
 
x
   
1.75
 
x
   
3.54
 
Efficiency ratio*
   
53.75
 
%
   
55.67
 
%
   
3.45
 
Dividend Payout ratio
   
58.44
       
58.88
       
(0.75
)
 
*
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
 
                                     
2017
                                   
First quarter
 
$
0.114
   
$
0.114
   
$
0.0656
   
$
4.57
   
$
8.00
   
$
7.80
 
Second quarter
   
0.127
     
0.127
     
0.0656
     
4.66
     
7.75
     
7.58
 
Third quarter
   
0.131
     
0.131
     
0.0656
     
4.73
     
9.10
     
8.85
 
Fourth quarter
   
0.077
     
0.076
     
0.0656
     
4.76
     
9.30
     
9.15
 
                                                 
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
 

*Certain of the financial measures used in this report, such as Tax-Equivalent Net Interest Income and Tax-Equivalent Net Interest Margin, Tangible Book Value Per Share 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.
 
Page 1 of 106

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
   
Management’s Report on Internal Control Over Financial Reporting
37
   
Report of Independent Registered Public Accounting Firm
38
   
Consolidated Financial Statements and Notes
39-94
   
Branch Locations
95-100
   
Officers and Board of Directors
101-102
   
General Information
103-107
   
Share Price Information
105
 
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.
 
Page 2 of 106

 
President’s Message
 
Dear fellow shareholders:
 
Thank you for being part of the continued success of TrustCo.  The Company made significant progress in key areas during 2017.  Average residential loans, our primary lending focus, were up more than 8% in 2017 and reached an all-time high.  Our deposit base and liquid balance sheet continued to provide funding for the expansion of our loan portfolio.  Over 74% of our deposit base is comprised of core accounts, which contributes to both strong financial stability and a low cost of funds.  These elements, along with our continued focus on managing costs, combined to help generate a 12.4% increase in pretax earnings.  As you will see in the report, our return on average equity, efficiency ratio and other key metrics remain strong. We were pleased to share this success by giving every single employee of the company a bonus.  TrustCo continues to provide its owners with a solid cash dividend, building on a record that reaches back well over one hundred years.

We have taken significant steps to enhance our ability to deliver banking services over a variety of technological platforms, but we remain strongly committed to our branch network as a key differentiator.  Our branches are the preferred venue for many of our customers to conduct business and we view each branch as a hub to acquire an additional share of existing customers’ financial business, as well as a key tool to attract new customers.  To that end, we have continued to invest in the relocation and refurbishment of branches throughout our network, and will continue to selectively open new offices in attractive locations in or near our existing markets.  Our branch system has significant capacity to add customers to fuel the continued expansion of our balance sheet and profits going forward.  We continually work toward maximizing the value of TrustCo, and our efforts in growing our customer base are a key element in achieving that goal.

We are pleased to report that the bank's primary regulator, the Comptroller of the Currency, has released Trustco from the formal agreement it entered in 2015. We are very proud of each and every member of our team who heard the guidance that our regulators were giving and spared no effort in doing what needed to be done. A lesser team might have faltered under the burden, but our team, and our company, flourished.  I believe that TrustCo emerges as a fundamentally stronger institution, well positioned to face the challenges that lie ahead and, importantly, to take advantage of the opportunities we develop.

Investors are taking an increasingly broad view when they choose where and how to deploy their assets. We value all of our shareholders and engage with our owners on key issues.  We believe our investors know that TrustCo is a good corporate citizen, with a demonstrated record of offering branch services and lending in all areas of our footprint, not just cherry picking elite sections. We do this because it is both the right thing to do and it is the right thing for our business. The diversity of the TrustCo workforce, our extensive charitable giving, and numerous initiatives in environmental responsibility and good corporate governance further demonstrate TrustCo’s commitment the principles of "ESG" - environmental, social and governance.  I believe all of these elements will contribute to the sustainable growth of the value of our Company.
Page 3 of 106

President’s Message (continued)
 
This year saw the retirement of two of our stalwarts - former Chief Operating Officer Bob Cushing and Director William Purdy. Sadly, Bill passed shortly after his retirement. He is missed. Upon Bob's retirement, we wish him Godspeed as he enters the adventure of a new chapter in his life. Additionally, it has been my privilege to promote several key people who have, for years, brought professional competence and diversity of perspective to our management team. Carly Batista and Michelle Simmonds were named Administrative Vice Presidents. Ann Gough was promoted to Vice President and Andrea McGuire joined us as Accounting Vice President. I am also very pleased that we were able to add Lisa Reutter to our Board of Directors. We look forward to sharing in Lisa's experience and insight. Please join me in celebrating the achievements of these exceptional women.

In the strong and deep tradition of TrustCo, however, we will not rest based on our success in 2017. Changes in the tax laws will provide a welcome boost going forward, but at the same time there are always new challenges to be met and new opportunities to capitalize on.  We fully intend to meet those challenges and leverage these opportunities into growth in the balance sheet. We look forward to great things in the coming years and enthusiastically embrace the promise of a bright future.
 
Sincerely,
 

Robert J. McCormick
President and Chief Executive Officer
TrustCo Bank Corp NY
 
Page 4 of 106

 
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 2017 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 2017 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 made significant progress in 2017 despite a challenging operating environment and mixed economic conditions. Among the key results for 2017, in management’s view:
 
·
Net income before taxes increased 12.4% in 2017 versus 2016;
 
·
Net income increased in 2017 versus 2016 despite a $5.1 million cost related to the implementation of the Tax Cuts and Jobs Act (the "Tax Act") that was signed into law on December 22, 2017 (see details under “Tax Cuts and Jobs Act”);
 
·
Period-end loans were up $206 million for 2017 compared to the prior year;
 
·
Period-end core (non-maturity) deposits were up $70 million for 2017 compared to the prior year;
 
·
Nonperforming assets declined $1.7 million or 5.8% to $27.6 million from year-end 2016 to year-end 2017;
 
·
Net interest margin improved 11 basis points to 3.22% in 2017 versus 2016;
 
·
At 53.7%, 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, 2017 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 9.64% in 2017 compared to 9.94% in 2016, while return on average assets was 0.88% in 2017 as compared to 0.89% in 2016.  Both return on average equity and return on average assets were affected by the noted $5.1 million item related to the Tax Cuts and Jobs Act.
 
The economic and business environment generally improved during 2017 but remains mixed. Real gross domestic product (“GDP”) increased 2.3% in 2017 and 1.5% in 2016, based on the advance estimate published on January 26, 2018, with stronger growth during the middle of the year than in the first and fourth quarters. 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 were very strong in 2017 with the Dow Jones Industrial Average up 25.1%, the S&P 500 up 19.4% and the Russell 2000 index up 13.1%. The bulk of the gains came later in the year, particularly in the fourth quarter.  United States Treasuries saw significant price changes over the course of 2017, with the slope of the yield curve shifting considerably. Yields were generally stable for the first two months of the year for most maturities, but began to diverge thereafter with that divergence accelerating late in the year.  Short term yields responded to the increases in the target Federal funds range by rising relatively sharply; however, mid-term yields rose to a lesser degree, and yields from 10 years and out were flat or down.  The net result was that the steepness of the yield curve, as measured by the spread between longer term (10 year) and shorter term (2 year) yields declined during the year, from 125 basis points going into 2017 to 51 basis points at the end of the year.  On average, the spread declined from 102 basis points to 93 basis points.  Most overseas markets experienced better conditions in 2017 than in recent years, but generally remain in low growth modes with less than full employment and a lack of demand for much of the year, however conditions generally improved over the course of the year resulting in a more optimistic outlook for 2018.  The outlook for the United States economy in 2017 is complicated by political factors; however, many observers expect slightly better GDP growth in 2018 than was reported for 2017, and the Tax Act should result in stronger corporate profits even without consideration for economic improvement.  Proposed 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 some progress but with real wages remaining below expectations in an economy with a low unemployment level. The recently 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 made some progress in reducing that regulatory burden but has yet to achieve wholesale changes.  More significant changes could benefit the banking industry both in terms of cost structure and in terms of operational efficiency.
 
Page 5 of 106

Management believes that 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.
 
Termination of Regulatory Agreement
 
On February 14, 2018, the Office of the Comptroller of the Currency (OCC) notified Trustco Bank that it had terminated the July 21, 2015 agreement between the OCC and the Bank effective February 7, 2018. The agreement had required the Bank to take various actions in areas such as compliance, corporate governance, audit, capital planning including dividends, and strategic planning, among others.
 
Tax Cuts and Jobs Act
 
On December 22, 2017 the Tax Cuts and Jobs Act (the "Tax Act") was signed into law.  The Tax Act makes broad and complex changes to the U.S. tax code that affected our 2017 results and that will affect future periods. Among the Tax Act’s changes is a reduction of the statutory corporate tax rate from 35% to 21%.  The lower tax rate will have a significant beneficial impact on the Company’s results going forward, but also resulted in the revaluation of net deferred tax assets on our balance sheet as of December 31, 2017, based on the lower tax rate. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted through income tax expense as changes in tax laws are enacted.  The rate reduction is effective January 1, 2018. Included in results for the fourth quarter and full year 2017 is a reduction in the value of net deferred tax assets of $5.1 million, which was recorded as additional income tax expense for the quarter ended December 31, 2017. This charge had a negative impact on reported net income, earnings per share, return on average equity and return on average assets for the quarter and year ended December 31, 2017.  Given the short time frame since enactment, we cannot predict whether, or to what extent, the Tax Act will affect any of our product and service offerings.
 
Overview
 
2017 results were marked by continued growth in the Company’s loan portfolio. The loan portfolio grew to a total of $3.64 billion, an increase of $205.8 million or 6.0% over the 2016 year-end balance. Deposits ended 2017 at $4.17 billion, down slightly from $4.20 billion the prior year-end, however core (non-maturity) deposits rose $69.7 million over the period as the company focused efforts on these lower cost funding sources. The year-over-year increases in loans and core deposits 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.
 
Page 6 of 106

TrustCo recorded net income of $43.1 million or $0.448 of diluted earnings per share for the year ended December 31, 2017, compared to $42.6 million or $0.445 of diluted earnings per share for the year ended December 31, 2016.   Net income before taxes was $76.7 million in 2017 compared to $68.3 million in 2016.
 
During 2017, the following had a significant effect on net income:
 
·
an increase of $8.3 million in net interest income from 2016 to 2017 as a result of a combination of 2.0% growth in average interest earning assets and an 11 basis point increase in the net interest margin to 3.22%;
 
·
a decrease of $950 thousand in the provision for loan losses to $2.0 million in 2017;
 
·
the recognition of zero net gains on securities transactions in 2017 compared to net securities gains of $668 thousand recorded in 2016;
 
·
an increase of just $167 thousand in total non-interest expense, as compared to 2016, and;
 
·
an increase of $7.9 million in income tax expense from $25.7 million in 2016 to $33.6 million in 2017.
 
TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2017 and 2016, including:
 
·
return on average equity of 9.64% for 2017 and 9.94% for 2016, compared to medians of 8.37% in 2017 and 9.21% in 2016 for a peer group comprised of all publicly traded banks and thrifts tracked by S&P Global Market Intelligence Financial with assets of $2 billion to $10 billion, and
 
·
an efficiency ratio, as calculated by S&P Global Market Intelligence, of 53.72% for 2017 and 55.66% for 2016, compared to the peer group medians of 58.62% in 2017 and 60.08% in 2016.  Note that the S&P calculation differs slightly from our calculation.
 
During 2017, TrustCo’s results were positively affected by the growth of low-cost core deposits, strong loan growth and a shift in asset mix. Despite the changes in the interest rate environment during 2017, the Company was able to continue to attract deposits at relatively low yields. On average for 2017, non-maturity deposits were 73.7% of total deposits, up from 72.0% in 2016. Overall, the cost of interest bearing liabilities decreased 3 basis points to 0.36% in 2017 as compared to 2016. Average loan balances increased 5.0% from 2016 to 2017, while the total of short-term investments, available for sale securities and held to maturity securities decreased 11.1%, resulting in average loans growing to 73.4% of average earning assets in 2017 from 71.3% in 2016. Given that loan yields were approximately 200 basis points above the yield on the total of short-term investments and securities, this shift, combined with the growth of average earning assets, the increase in the Federal funds target rate and the decline in funding cost, contributed to the $8.3 million increase in net interest income from 2016 to 2017. 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 changing rate environment in 2017 resulted in maturing and called securities being reinvested, as noted, in loans as well as into a combination of Federal funds and bonds. The Federal Reserve Board’s (“FRB”) continued accommodative monetary policy, despite the increases in the target Federal funds range, along with modest economic growth domestically and low rates in other nations, were key drivers of the rate environment during 2017. 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 most of 2015. The FRB increased the target range several times beginning in December of 2015, with the target range now at 1.25% to 1.50%. The FRB Federal Open Market Committee (“FOMC” or “Committee”) affirmed in its January 31, 2018 press release that it would maintain “the target range for the federal funds rate at 1.25% to 1.50%. The stance of monetary policy remains accommodative, thereby supporting strong labor market conditions and a sustained return to 2 percent inflation.  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. The Committee will carefully monitor actual and expected inflation developments relative to its symmetric inflation goal. The Committee expects that economic conditions will evolve in a manner that will warrant further 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 2018, very much subject to what new data indicates about the strength of the economy.”
 
Page 7 of 106

As discussed previously, some market interest rates moved significantly during the course of 2017, with shorter term rates rising sharply but longer term rates remaining roughly flat versus year-end 2016.  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 93 basis points in 2017, down from an average of 102 basis points in 2016 and 145 basis points in 2015. The spread narrowed more significantly later in the year, ending 2017 at 51 basis points. 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 2016 and 2017.

    
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(%)
 
2017                              
Beginning of Year     0.51      
1.20
     
1.93
     
2.45
     
1.25
 
Peak     1.47      
1.92
     
2.26
     
2.62
     
1.30
 
Trough    
0.50
     
1.12
     
1.63
     
2.05
     
0.51
 
End of Year    
1.39
     
1.89
     
2.20
     
2.40
     
0.51
 
Average    
0.95
     
1.40
     
1.91
     
2.33
     
0.93
 
Median    
1.01
     
1.34
     
1.90
     
2.34
     
0.91
 
                                         
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  
 
Source: S&P Global Market Intelligence
 
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 $3.0 million in 2016 to $2.0 million in 2017 positively affected net income. Net charge-offs decreased from $3.8 million in 2016 to $1.7 million in 2017. Nonperforming loans decreased from $25.1 million to $24.4 million, and the nature of these loans remained relatively consistent in terms of both geographic location and loan type from year-to-year. 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.
 
TrustCo’s branch network remained at 145 during 2017, with one branch opening and one closing. 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, 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. 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 98.3% and 98.1% of average total assets for 2017 and for 2016 respectively.
 
Page 8 of 106

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%.  Subsequent increases have resulted in the current range of 1.25% to 1.50%.
 
The yield on the ten-year Treasury bond decreased by 5 basis points from 2.45% at the beginning of 2017 to the year-end level of 2.40%, despite the increases in short term rates. 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.
 
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 2017 was that yields earned on both the investment portfolios and loans remained quite low in 2017 relative to historic levels, while deposit costs were roughly stable.
 
Earning Assets
 
Average earning assets during 2017 were $4.79 billion, which was an increase of $92.3 million from 2016. This increase was the result of growth in the average balance of net loans of $166.6 million, offset by decreases of $50.9 million in Federal Funds sold and other short-term investments, $13.0 million in held-to-maturity securities and $10.2 million in securities available for sale between 2016 and 2017. 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.
 
Page 9 of 106

Total average assets were $4.88 billion for 2017 and $4.79 billion for 2016.
 
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)
                   
2017
vs.
   
2016
vs.
   
Components of
Total Earning Assets
 
   
2017
   
2016
   
2015
   
2016
   
2015
   
2017
   
2016
   
2015
 
Loans, net
 
$
3,514,900
   
$
3,348,324
     
3,234,806
     
166,576
     
113,518
     
73.4
%
   
71.3
     
69.9
 
                                                                 
Securities available for sale (1):
                                                               
U.S. government sponsored enterprises
   
139,652
     
101,242
     
107,436
     
38,410
     
(6,194
)
   
2.9
     
2.2
     
2.3
 
State and political subdivisions
   
682
     
991
     
1,812
     
(309
)
   
(821
)
   
0.0
     
0.0
     
0.0
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
350,256
     
410,646
     
439,343
     
(60,390
)
   
(28,697
)
   
7.3
     
8.7
     
9.5
 
Corporate bonds
   
41,946
     
17,088
     
613
     
24,858
     
16,475
     
0.9
     
0.4
     
0.0
 
Small Business Administration-guaranteed participation securities
   
73,996
     
86,407
     
97,496
     
(12,411
)
   
(11,089
)
   
1.5
     
1.8
     
2.1
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
9,963
     
10,284
     
10,566
     
(321
)
   
(282
)
   
0.2
     
0.2
     
0.2
 
Other
   
685
     
683
     
685
     
2
     
(2
)
   
0.0
     
0.0
     
0.0
 
Total securities available for sale
   
617,180
     
627,341
     
657,951
     
(10,161
)
   
(30,610
)
   
12.9
     
13.4
     
14.2
 
                                                                 
Held-to-maturity securities:
                                                               
Mortgage-backed securities and collateralized mortgage obligations
   
31,266
     
40,830
     
53,763
     
(9,564
)
   
(12,933
)
   
0.7
     
0.9
     
1.2
 
Corporate bonds
   
6,663
     
10,145
     
9,967
     
(3,482
)
   
178
     
0.1
     
0.2
     
0.2
 
Total held-to-maturity securities
   
37,929
     
50,975
     
63,730
     
(13,046
)
   
(12,755
)
   
0.8
     
1.1
     
1.4
 
                                                                 
Federal Reserve Bank and Federal Home
                                                               
Loan Bank stock
   
9,295
     
9,554
     
9,414
     
(259
)
   
140
     
0.2
     
0.2
     
0.2
 
Federal funds sold and other short-term investments
   
611,586
     
662,436
     
664,516
     
(50,850
)
   
(2,080
)
   
12.8
     
14.1
     
14.4
 
Total earning assets
 
$
4,790,890
   
$
4,698,630
   
$
4,630,417
     
92,260
     
68,213
     
100.0
%
   
100.0
     
100.0
 

(1) The average balances of securities available for sale are presented using amortized cost for these securities.
 
Loans
 
In 2017, the Company experienced another year of significant loan growth. The $205.8 million increase in the Company’s gross loan portfolio from December 31, 2016 to December 31, 2017 was due to higher residential mortgage balances, which offset lower balances in other loan categories. Average loans increased $166.6 million during 2017 to $3.51 billion. Interest income on the loan portfolio increased to $148.2 million in 2017 from $143.7 million in 2016. The average yield declined 7 basis points to 4.22% in 2017 compared to 2016.
 
Page 10 of 106

LOAN PORTFOLIO
 
(dollars in thousands)
 
As of December 31,
 
   
2017
   
2016
   
2015
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
176,385
     
4.9
%
 
$
182,653
     
5.3
%
 
$
192,789
     
5.9
%
Real estate - construction
   
30,946
     
0.9
     
24,826
     
0.7
     
26,594
     
0.8
 
Real estate - mortgage
   
3,111,397
     
85.6
     
2,879,448
     
83.9
     
2,705,205
     
82.1
 
Home equity lines of credit
   
308,916
     
8.5
     
334,841
     
9.8
     
359,325
     
10.9
 
Installment loans
   
8,763
     
0.2
     
8,818
     
0.3
     
9,391
     
0.3
 
Total loans
   
3,636,407
     
100.0
%
   
3,430,586
     
100.0
%
   
3,293,304
     
100.0
%
Less: Allowance for loan losses
   
44,170
             
43,890
             
44,762
         
Net loans (1)
 
$
3,592,237
           
$
3,386,696
           
$
3,248,542
         

   
Average Balances
 
   
2017
   
2016
   
2015
   
2014
   
2013
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
175,596
     
5.0
%
 
$
186,800
     
5.6
%
 
$
195,265
     
6.0
%
 
$
201,317
     
6.7
%
 
$
193,065
     
7.0
%
Real estate - construction
   
26,616
     
0.8
     
23,645
     
0.7
     
29,101
     
0.9
     
35,109
     
1.2
     
36,689
     
1.3
 
Real estate - mortgage
   
2,985,870
     
84.9
     
2,779,451
     
83.0
     
2,647,265
     
81.8
     
2,428,383
     
80.6
     
2,201,348
     
79.4
 
Home equity lines of credit
   
318,660
     
9.1
     
350,004
     
10.5
     
354,718
     
11.0
     
343,264
     
11.4
     
335,409
     
12.1
 
Installment loans
   
8,158
     
0.2
     
8,424
     
0.3
     
8,457
     
0.3
     
6,083
     
0.2
     
5,152
     
0.2
 
                                                                                 
Total loans
   
3,514,900
     
100.0
%
   
3,348,324
     
100.0
%
   
3,234,806
     
100.0
%
   
3,014,156
     
100.0
%
   
2,771,663
     
100.0
%
Less: Allowance for loan losses
   
44,319
             
44,718
             
46,023
             
47,409
             
48,452
         
Net loans (1)
 
$
3,470,581
           
$
3,303,606
           
$
3,188,783
           
$
2,966,747
           
$
2,723,211
         

(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 $3.00 billion in 2017 and $2.79 billion in 2016. Income on real estate loans increased to $125.0 million in 2017 from $119.8 million in 2016. The yield on the portfolio decreased from 4.29% in 2016 to 4.16% in 2017 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 $185.4 million in 2017 decreased by $10.7 million from $196.1 million in 2016.  Average commercial loans included $9.8 million and $9.3 million of commercial real estate construction loans in 2017 and 2016, respectively.   The average yield on the commercial loan portfolio decreased to 5.25% for 2017 from 5.27% in 2016, which, coupled with the lower average balance resulted in interest income on commercial loans of $9.7 million in 2017 and $10.3 million in 2016.
 
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.
 
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.
 
Page 11 of 106

TrustCo has a strong position in the home equity credit line product in its market area. During 2017, the average balance of home equity credit lines was $318.7 million, a decrease from $350.0 million in 2016. 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 while meeting evolving needs. Changes in consumer behavior have resulted in this product being somewhat less popular in recent years.  TrustCo’s average yield on this portfolio was 3.98% for 2017 and 3.65% in 2016. This resulted in interest income on home equity credit lines of $12.7 million in 2017, compared to $12.8 million in 2016.

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES
 
(dollars in thousands)
 
December 31, 2017
 
 
In 1 Year
or Less
   
After 1 Year
But Within
5 Years
   
After
5 Years
   
Total
 
Commercial
 
$
46,094
     
44,367
     
85,924
     
176,385
 
Real estate construction
   
30,946
     
-
     
-
     
30,946
 
                                 
Total
   
77,040
     
44,367
     
85,924
     
207,331
 
                                 
Predetermined rates
   
38,256
     
44,367
     
85,924
     
168,547
 
Floating rates
   
38,784
     
-
     
-
     
38,784
 
                                 
Total
 
$
77,040
     
44,367
     
85,924
     
207,331
 

At December 31, 2017 and 2016, the Company had approximately $30.9 million and $24.8 million of real estate construction loans, respectively. Of the $30.9 million in real estate construction loans at December 31, 2017, approximately $21.1 million were secured by first mortgages to residential borrowers with the remaining $9.8 million were loans to commercial borrowers for residential construction projects.  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 while approximately $8.5 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.

INVESTMENT SECURITIES
 
(dollars in thousands)
 
As of December 31,
 
   
2017
   
2016
   
2015
 
    
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Securities available for sale:
                                   
U. S. government sponsored enterprises
 
$
139,890
     
137,851
     
119,887
     
117,266
     
86,899
     
86,737
 
State and political subdivisions
   
515
     
525
     
873
     
886
     
1,270
     
1,290
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
320,614
     
315,983
     
378,068
     
372,308
     
416,625
     
411,729
 
Corporate bonds
   
40,270
     
40,162
     
40,956
     
40,705
     
-
     
-
 
Small Business Adminstration-guaranteed participation securities
   
68,921
     
67,059
     
81,026
     
78,499
     
92,620
     
90,416
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
9,810
     
9,700
     
10,130
     
10,011
     
10,422
     
10,180
 
Other
   
650
     
650
     
650
     
650
     
650
     
650
 
Total debt securities available for sale
   
580,670
     
571,930
     
631,590
     
620,325
     
608,486
     
601,002
 
Equity securities
   
35
     
35
     
35
     
35
     
35
     
35
 
Total securities available for sale
   
580,705
     
571,965
     
631,625
     
620,360
     
608,521
     
601,037
 
Held to maturity securities:
                                               
Mortgage backed securities and collateralized mortgage obligations-residential
   
27,551
     
28,701
     
35,500
     
37,236
     
46,490
     
48,798
 
Corporate bonds
   
-
     
-
     
9,990
     
10,290
     
9,975
     
10,641
 
Total held to maturity securities
   
27,551
     
28,701
     
45,490
     
47,526
     
56,465
     
59,439
 
Total investment securities
 
$
608,256
     
600,666
     
677,115
     
667,886
     
664,986
     
660,476
 

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.
 
Page 12 of 106

Holdings of various types of securities may vary from year-to-year depending on management’s assessment of relative risk and reward, and also due to timing issues of call, maturities, prepayments and purchases.  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, 2017 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, 2017, 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, 2017 the Company did not consider any of the unrealized losses to be other than temporary.
 
At December 31, 2017, the carrying value of securities available for sale amounted to $572.0 million, compared to $620.4 million at year end 2016. For 2017, the average balance of securities available for sale was $617.2 million with an average yield of 1.95%, compared to an average balance in 2016 of $627.3 million with an average yield of 1.87%. The taxable equivalent income earned on the securities available for sale portfolio in 2016 was $11.7 million, compared to $12.1 million earned in 2017.
 
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, 2017, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $120 thousand and gross unrealized losses of approximately $8.9 million. At December 31, 2016, the fair value of the company’s portfolio of securities available for sale carried gross unrealized gains of approximately $136 thousand and gross unrealized losses of approximately $11.4 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, 2017 the Company held $27.6 million of held to maturity securities, compared to $45.5 million at December 31, 2016. For 2017, the average balance of held to maturity securities was $37.9 million, compared to $51.0 million in 2016. Similar to securities available for sale, cash flow from 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 4.06% in 2016 to 4.11% in 2017 as the mix within the portfolio changed due primarily to paydowns and prepayments on the mortgage-backed securities held in the portfolio. The maturity of a corporate bond with a relatively high yield will impact the overall yield on this portfolio in 2018.  Interest income on held to maturity securities declined from $2.1 million in 2016 to $1.6 million in 2017, 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, 2017 was $28.7 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, 2017 none of the securities in this portfolio had fair values that were less than the amortized cost.
 
Securities Gains: During 2017, TrustCo did not recognize any net gains from securities transactions, compared to net gains of $668 thousand in 2016 and $251 thousand in 2015. There were no sales or transfers of held to maturity securities in 2017, 2016 and 2015.
 
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.
 
Page 13 of 106

SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD
 
(dollars in thousands)
 
As of December 31, 2017
 
    
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
 
$
15,000
     
124,890
     
-
     
-
     
139,890
 
Fair Value
   
14,990
     
122,861
     
-
     
-
     
137,851
 
Weighted average yield
   
1.03
%
   
1.87
     
-
     
-
     
1.78
 
State and political subdivisions
                                       
Amortized cost
 
$
8
     
448
     
59
     
-
     
515
 
Fair Value
   
8
     
458
     
59
     
-
     
525
 
Weighted average yield
   
5.43
%
   
5.09
     
4.90
     
-
     
5.07
 
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
1,541
     
177,994
     
141,079
     
-
     
320,614
 
Fair Value
   
1,533
     
175,407
     
139,043
     
-
     
315,983
 
Weighted average yield
   
1.83
%
   
2.28
     
2.34
     
-
     
2.30
 
Corporate bonds
                                       
Amortized cost
 
$
30,175
     
10,095
     
-
     
-
     
40,270
 
Fair Value
   
30,143
     
10,019
     
-
     
-
     
40,162
 
Weighted average yield
   
1.47
%
   
1.46
     
-
     
-
     
1.46
 
Small Business Administration-
                                       
guaranteed participation securities
                                       
Amortized cost
 
$
-
     
14,957
     
53,964
     
-
     
68,921
 
Fair Value
   
-
     
14,463
     
52,596
     
-
     
67,059
 
Weighted average yield
   
-
%
   
1.90
     
2.10
     
-
     
2.06
 
Mortgage backed securities and  collateralized mortgage obligations-commercial
                                       
Amortized cost
 
$
-
     
9,810
     
-
     
-
     
9,810
 
Fair Value
   
-
     
9,700
     
-
     
-
     
9,700
 
Weighted average yield
   
-
%
   
1.68
     
-
     
-
     
1.68
 
Other
                                       
Amortized cost
 
$
600
     
50
     
-
     
-
     
650
 
Fair Value
   
600
     
50
     
-
     
-
     
650
 
Weighted average yield
   
2.57
%
   
1.92
     
-
     
-
     
2.52
 
Total securities available for sale
                                       
Amortized cost
 
$
47,324
     
338,244
     
195,102
     
-
     
580,670
 
Fair Value
   
47,274
     
332,958
     
191,698
     
-
     
571,930
 
Weighted average yield
   
1.34
%
   
2.07
     
2.28
     
-
     
2.08
 
                                         
Held to maturity securities:
                                       
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
-
     
25,631
     
1,920
     
-
     
27,551
 
Fair Value
   
-
     
26,638
     
2,063
     
-
     
28,701
 
Weighted average yield
   
-
%
   
3.80
     
5.14
     
-
     
3.89
 
Corporate bonds
                                       
Amortized cost
 
$
-
     
-
     
-
     
-
     
-
 
Fair Value
   
-
     
-
     
-
     
-
     
-
 
Weighted average yield
   
-
%
   
-
     
-
     
-
     
-
 
Total held to maturity securities
                                       
Amortized cost
   
-
     
25,631
     
1,920
     
-
     
27,551
 
Fair Value
   
-
     
26,638
     
2,063
     
-
     
28,701
 
Weighted average yield
   
-
%
   
3.80
     
5.14
             
3.89
 

Weighted average yields have not been adjusted for any tax-equivalent factor.
 
Page 14 of 106

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 2017 was lower than the 2016 level, as rising interest rates reduce the probability of calls. 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, 2017. Mortgage backed securities, collateralized mortgage obligations and Small Business Administration securities 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, 2017 on each type/maturity grouping.

SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION
 
Debt securities available for sale:
 
(dollars in thousands)
 
As of December 31, 2017
 
 
Based on
Final Maturity
   
Based on
Call Date
 
  
Amortized
Cost
     
Fair
Value
     
Amortized
Cost
     
Fair
Value
 
 
Within 1 year
 
$
45,783
     
45,740
     
107,538
     
106,688
 
1 to 5 years
   
145,355
     
143,151
     
278,054
     
273,569
 
5 to 10 years
   
10,355
     
10,139
     
195,078
     
191,673
 
After 10 years
   
379,177
     
372,900
     
-
     
-
 
Total debt securities available for sale
 
$
580,670
     
571,930
     
580,670
     
571,930
 

Held to maturity securities:
 
(dollars in thousands)
 
As of December 31, 2017
 
 
Based on
Final Maturity
   
Based on
Call Date
 
  
Amortized
Cost
     
Fair
Value
     
Amortized
Cost
     
Fair
Value
  
1 to 5 years
   
-
     
-
     
25,631
     
26,638
 
5 to 10 years
   
1,682
     
1,713
     
1,920
     
2,063
 
After 10 years
   
25,869
     
26,988
     
-
     
-
 
Total held to maturity securities
 
$
27,551
     
28,701
     
27,551
     
28,701
 
 
Federal Funds Sold and Other Short-term Investments
 
During 2017, the average balance of Federal Funds sold and other short-term investments was $611.6 million, a decrease from $662.4 million in 2016. The average rate earned on these assets was 0.50% in 2016 and 1.09% in 2017. The increase in the average rate in 2017 was due to the increases in the Federal Funds target range that were implemented.  The full impact of the increases in the Federal Funds target range that occurred in 2017 will be realized in 2018. 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 short term interest-sensitive instruments.
 
The year-end balance of Federal Funds sold and other short term investments was $568.6 million for 2017, compared to $658.6 million at year end 2016. While yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investment types during 2017, some funds were shifted into higher yielding loans. Management will continue to evaluate the overall level of the Federal Funds sold and other short-term investments in 2018 and will make appropriate adjustments based upon market opportunities and interest rates.
 
Page 15 of 106

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.
 
Deposits: Average total deposits were $4.17 billion in 2017, compared to $4.15 billion in 2016, an increase of $22.2 million. Changes in deposit categories (average balances 2017 versus 2016) included: demand deposits up $12.8 million, interest-bearing checking deposits up $79.6 million, savings up $3.3 million, money market down $7.9 million and time deposits down $65.7 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 core deposits reflects the focus on growing these lower costing funding sources by providing core banking services better, faster and cheaper than 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 thousand)
 
                     
2017
vs.
   
2016
vs.
   
Components of
Total Funding
 
 
 
2017
   
2016
   
2015
   
2016
   
2015
   
2017
   
2016
   
2015
 
Retail deposits
 
 
 
   
 
 
     
 
     
 
     
 
     
 
 
   
 
     
 
 
Demand deposits
  $ 382,658      369,820        348,552        12,838        21,268        8.7  %     8.5       8.1   
Savings
   
1,275,268
     
1,272,015
     
1,245,100
     
3,253
     
26,915
     
29.0
     
29.3
     
29.0
 
Time deposits under $250 thousand
   
960,408
     
1,018,571
     
1,075,880
     
(58,163
)
   
(57,309
)
   
21.8
     
23.5
     
25.1
 
Interest bearing checking accounts
   
844,010
     
764,399
     
708,331
     
79,611
     
56,068
     
19.2
     
17.6
     
16.5
 
Money market deposits
   
572,270
     
580,125
     
628,096
     
(7,855
)
   
(47,971
)
   
13.0
     
13.4
     
14.6
 
Total retail deposits
   
4,034,614
     
4,004,930
     
4,005,959
     
29,684
     
(1,029
)
   
91.7
     
92.4
     
93.4
 
Time deposits over $250 thousand
   
136,782
     
144,271
     
97,546
     
(7,489
)
   
46,725
     
3.1
     
3.3
     
2.3
 
Short-term borrowings
   
228,086
     
185,672
     
184,725
     
42,414
     
947
     
5.2
     
4.3
     
4.3
 
Total purchased liabilities
   
364,868
     
329,943
     
282,271
     
34,925
     
47,672
     
8.3
     
7.6
     
6.6
 
Total sources of funding
 
$
4,399,482
   
$
4,334,873
     
4,288,230
     
64,609
     
46,643
     
100.0
%
   
100.0
     
100.0
 
 
Page 16 of 106

AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS
 
(dollars in thousands)
 
2017
   
2016
   
2015
 
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
 
Assets
                                                     
Loans, net
 
$
3,514,900
     
148,162
     
4.22
%
 
$
3,348,324
     
143,705
     
4.29
%
 
$
3,234,806
     
141,915
     
4.39
%
                                                                         
Securities available for sale:
                                                                       
U.S. government sponsored enterprises
   
139,652
     
2,281
     
1.63
     
101,242
     
1,489
     
1.47
     
107,436
     
1,418
     
1.32
 
State and political subdivisions
   
682
     
55
     
8.06
     
991
     
80
     
8.07
     
1,812
     
133
     
7.40
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
350,256
     
7,447
     
2.13
     
410,646
     
7,963
     
1.94
     
439,343
     
9,132
     
2.08
 
Corporate bonds
   
41,946
     
606
     
1.44
     
17,088
     
246
     
1.44
     
613
     
1
     
0.16
 
Small Business Administration-guaranteed participation securities
   
73,996
     
1,547
     
2.09
     
86,407
     
1,801
     
2.08
     
97,496
     
2,004
     
2.06
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
9,963
     
109
     
1.09
     
10,284
     
133
     
1.29
     
10,566
     
149
     
1.41
 
Other
   
685
     
16
     
2.34
     
683
     
16
     
2.34
     
685
     
16
     
2.34
 
Total securities available for sale
   
617,180
     
12,061
     
1.95
     
627,341
     
11,728
     
1.87
     
657,951
     
12,853
     
1.95
 
Held to maturity securities:
                                                                       
Mortgage backed securities and collateralized mortgage obligations-residential
   
31,266
     
1,149
     
3.67
     
40,830
     
1,454
     
3.56
     
53,763
     
1,844
     
3.43
 
Corporate bonds
   
6,663
     
410
     
6.15
     
10,145
     
617
     
6.08
     
9,967
     
615
     
6.17
 
Total held to maturity securities
   
37,929
     
1,559
     
4.11
     
50,975
     
2,071
     
4.06
     
63,730
     
2,459
     
3.86
 
Federal Reserve Bank and Federal Home
                                                                       
Loan Bank stock
   
9,295
     
544
     
5.85
     
9,554
     
502
     
5.25
     
9,414
     
467
     
4.96
 
Federal funds sold and other short-term investments
   
611,586
     
6,679
     
1.09
     
662,436
     
3,407
     
0.50
     
664,516
     
1,725
     
0.26
 
Total interest earning assets
   
4,790,890
     
169,005
     
3.53
%
   
4,698,630
     
161,413
     
3.44
%
   
4,630,417
     
159,419
     
3.44
%
Allowance for loan losses
   
(44,319
)
                   
(44,718
)
                   
(46,023
)
               
Cash and noninterest earning assets
   
129,097
                     
136,789
                     
136,752
                 
Total assets
 
$
4,875,668
                   
$
4,790,701
                   
$
4,721,146
                 
Liabilities and shareholders' equity
                                                                       
Interest bearing deposits:
                                                                       
Interest bearing checking accounts
 
$
844,010
     
478
     
0.06
%
 
$
764,399
     
473
     
0.06
%
 
$
708,331
     
448
     
0.06
%
Savings
   
1,275,268
     
1,729
     
0.14
     
1,272,015
     
2,148
     
0.17
     
1,245,100
     
2,468
     
0.20
 
Time deposits and money markets
   
1,669,460
     
10,983
     
0.66
     
1,742,967
     
11,592
     
0.67
     
1,801,522
     
12,067
     
0.67
 
Total interest bearing deposits
   
3,788,738
     
13,190
     
0.35
     
3,779,381
     
14,213
     
0.38
     
3,754,953
     
14,983
     
0.40
 
Short-term borrowings
   
228,086
     
1,402
     
0.61
     
185,672
     
1,091
     
0.59
     
184,725
     
1,214
     
0.66
 
Total interest bearing liabilities
   
4,016,824
     
14,592
     
0.36
%
   
3,965,053
     
15,304
     
0.39
%
   
3,939,678
     
16,197
     
0.41
%
Demand deposits
   
382,658
                     
369,820
                     
348,552
                 
Other liabilities
   
28,506
                     
27,439
                     
27,155
                 
Shareholders' equity
   
447,680
                     
428,389
                     
405,761
                 
Total liabilities and shareholders' equity
 
$
4,875,668
                   
$
4,790,701
                   
$
4,721,146
                 
Net interest income
           
154,413
                     
146,109
                     
143,222
         
Taxable equivalent adjustment
           
(45
)
                   
(54
)
                   
(74
)
       
Net interest income
           
154,368
                     
146,055
                     
143,148
         
Net interest spread
                   
3.16
%
                   
3.05
%
                   
3.03
%
Net interest margin (net interest income to total interest earnings assets)
                   
3.22
                     
3.11
                     
3.09
 

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 2017, 2016, and 2015. [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 $754 thousand, $849 thousand, and $3.1 million in 2017, 2016, and 2015, 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 0.35% in 2017, down three basis points from 2016. 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 $1.0 million in interest expense on deposits to $13.2 million in 2017.
 
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 $228.1 million of average short-term borrowings outstanding during 2017, compared to $185.7 million in 2016. These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings. The average cost of short-term borrowings was 0.61% in 2017 and 0.59% in 2016. This resulted in interest expense of approximately $1.4 million in 2017, compared to $1.1 million in 2016.
 
Page 17 of 106

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR
 
(dollars in thousands)
 
Years Ended December 31,
 
   
2017
   
2016
   
2015
   
2014
   
2013
 
Individuals, partnerships and corporations
 
$
4,149,832
     
4,127,587
     
4,085,491
     
3,965,716
     
3,847,392
 
U.S. Government
   
-
     
-
     
-
     
2
     
-
 
States and political subdivisions
   
2,765
     
3,085
     
2,654
     
2,141
     
1,826
 
Other (certified and official checks, etc.)
   
18,799
     
18,529
     
15,360
     
11,109
     
14,202
 
Total average deposits by type of depositor
 
$
4,171,396
     
4,149,201
     
4,103,505
     
3,978,968
     
3,863,420
 

MATURITY OF TIME DEPOSITS OVER $250 THOUSAND
 
(dollars in thousands)
     
   
As of December 31, 2017
 
       
Under 3 months
 
$
42,785
 
3 to 6 months
   
15,374
 
6 to 12 months
   
24,225
 
Over 12 months
   
54,398
 
         
Total
 
$
136,782
 

VOLUME AND YIELD ANALYSIS
 
(dollars in thousands)
 
2017 vs. 2016
   
2016 vs. 2015
 
 
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
 
$
3,272
   
$
(231
)
 
$
3,503
   
$
1,682
     
(6
)
   
1,688
 
Securities available for sale:
                                               
Taxable
   
358
     
(751
)
   
1,109
     
(1,072
)
   
(701
)
   
(371
)
Tax-exempt
   
(25
)
   
(25
)
   
(0
)
   
(53
)
   
(64
)
   
11
 
Total securities available for sale
   
333
     
(776
)
   
1,109
     
(1,125
)
   
(765
)
   
(360
)
Held to maturity securities (taxable)
   
(512
)
   
(564
)
   
52
     
(388
)
   
(447
)
   
59
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
42
     
(13
)
   
55
     
35
     
7
     
28
 
Loans, net
   
4,457
     
6,985
     
(2,528
)
   
1,790
     
4,898
     
(3,108
)
Total interest income
   
7,592
     
5,401
     
2,191
     
1,994
     
3,687
     
(1,693
)
                                                 
Interest expense:
                                               
Interest bearing checking accounts
   
5
     
27
     
(22
)
   
25
     
18
     
7
 
Savings
   
(419
)
   
5
     
(424
)
   
(320
)
   
56
     
(376
)
Time deposits and money markets
   
(609
)
   
(571
)
   
(38
)
   
(475
)
   
(256
)
   
(219
)
Short-term borrowings
   
311
     
259
     
52
     
(123
)
   
6
     
(129
)
Total interest expense
   
(712
)
   
(280
)
   
(432
)
   
(893
)
   
(176
)
   
(717
)
Net interest income (TE)
 
$
8,304
     
5,681
     
2,623
   
$
2,887
     
3,863
     
(976
)
 
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 2017 was the third year of implementation of the new capital rules.
 
Page 18 of 106

As of December 31, 2017, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with 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, 2017 and 2016, Trustco Bank met the definition of “well-capitalized.”
 
The Company’s dividend payout ratio was 58.4% of net income in 2017 and 58.9% of net income in 2016. The per-share dividend paid in both 2016 and 2017 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, during 2017 and 2016, 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 could declare or pay a dividend or make a capital distribution only (a) if the Bank was 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 could 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 $68.2 million plus any 2018 net profits retained to the date of the dividend declaration.  As noted above, the OCC has terminated the formal agreement with the Bank effective February 7, 2018. As a result of the termination of the agreement, the Bank will not be required to obtain prior OCC approval of proposed dividend payments to the Company, although the Bank will be required to provide prior notice of intended dividends to the Federal Reserve Board and the OCC.
 
TrustCo’s consolidated Tier 1 risk-based capital was 18.02% of risk-adjusted assets at December 31, 2017, and 17.78% of risk-adjusted assets at December 31, 2016. Consolidated Tier 1 capital to assets (leverage ratio) at December 31, 2017 was 9.45%, as compared to 9.11% at year-end 2016.  Note 14 to the financial statements includes information on all regulatory capital ratios.
 
TrustCo maintains a dividend reinvestment plan (DRP) with approximately 11,900 participants. During 2017, $2.5 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 an independent 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.
 
Page 19 of 106

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, 2017 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.
 
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 2017 and 2016 totaled $27.6 million and $29.3 million, respectively. Nonperforming loans as a percentage of the total loan portfolio were 0.67% in 2017 and 0.73% in 2016. As of December 31, 2017 and 2016, there were $10.3 million of loans in non-accruing status that were less than 90 days past due. During 2017, a sale of approximately $4.4 million of nonperforming assets was completed at a gain of $925 thousand.

NONPERFORMING ASSETS
 
(dollars in thousands)
 
As of December 31,
 
   
2017
   
2016
   
2015
   
2014
   
2013
 
Loans in nonaccrual status
 
$
24,339
   
$
25,018
     
28,212
     
33,886
     
43,227
 
Loans contractually past due 3 payments or more and still accruing interest
   
-
     
-
     
-
     
-
     
-
 
Restructured retail loans
   
38
     
42
     
48
     
125
     
166
 
Total nonperforming loans (1)
   
24,377
     
25,060
     
28,260
     
34,011
     
43,393
 
Foreclosed real estate
   
3,246
     
4,268
     
6,455
     
6,441
     
8,729
 
Total nonperforming assets
 
$
27,623
   
$
29,328
     
34,715
     
40,452
     
52,122
 
Allowance for loan losses
 
$
44,170
   
$
43,890
     
44,762
     
46,327
     
47,714
 
Allowance coverage of nonperforming loans
   
1.81
x
 
 
1.75
x
   
1.58
     
1.36
     
1.10
 
Nonperforming loans as a % of total loans
   
0.67
   
0.73
%
   
0.86
     
1.08
     
1.49
 
Nonperforming assets as a % of total assets
   
0.56
     
0.60
     
0.73
     
0.87
     
1.15
 
 
(1)
As of December 31, 2017, 2016 and 2015, the Company also had $11.8 million, $11.5 million and $10.6 million, respectively, of performing retail 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 2015,  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, 2017, nonperforming loans include a mix of commercial and residential loans. Of the total nonaccrual loans of $24.3 million, $22.7 million were residential real estate loans and $1.5 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, 2017, 76.9% 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 23.1% 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, 2017, 9.8% of nonperforming loans were in Florida and 90.2% were 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, 2017 nonperforming Florida loans amounted to $2.4 million compared to $1.9 million at December 31, 2016.
 
TrustCo has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a TDR, as impaired loans.
 
There were $2.1 million and $2.4 million of commercial loans classified as impaired as of December 31, 2017 and 2016, respectively. In addition, there were $22.0 million and $21.6 million of residential TDRs classified as impaired at December 31, 2017 and 2016, respectively. Generally, residential TDRs involve the borrower filing for bankruptcy protection. The average balances of all impaired loans were $24.8 million during 2017, $22.4 million in 2016 and $26.6 million in 2015.
 
Page 20 of 106

 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.
 
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, 2017, 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 2017 and 2016 there were $3.2 million and $4.3 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 2017 and 2016 were $1.7 million and $3.8 million, respectively. The decrease in net charge-offs was primarily the result of lower gross charge-offs in both the New York and Florida residential segments of the portfolio and lower commercial gross charge-offs in the New York segment. New York commercial gross charge-offs were down $723 thousand from 2016 to 2017, while residential gross charge-offs were down $1.4 million in 2017 relative to 2016. There were no Florida commercial charge-offs in either 2016 or 2017, while residential gross charge-offs were up $41 thousand from 2016 to 2017. Total gross installment charge-offs declined $123 from 2016 to 2017.  The changes in gross and net charge-offs in these categories reflected economic and market changes. During 2017, 90.2% of net charge-offs were on residential real estate loans, 11.2% were on installment loans and commercial loans actually experienced net recoveries, compared to an average loan mix of 5.3% commercial, 94.5% real estate (including home equity products) and 0.2% installment. Included in the net numbers cited above were recoveries of $791 thousand in 2017 and $888 thousand in 2016. The Company recorded a $2.0 million provision for loan losses in 2017 compared to $3.0 million in 2016. The decrease in the provision for loan losses in 2017 was primarily related to positive asset quality trends and improving economic conditions.
 
The allowance for loan losses increased from $43.9 million at December 31, 2016, or 1.28% of total loans at that date, to $44.2 million at December 31, 2017, or 1.21% of total loans at that date.
 
Management believes that the allowance for loan losses is a reasonable estimate for probable incurred losses in the portfolio as of  December 31, 2017.
 
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.
 
Page 21 of 106

SUMMARY OF LOAN LOSS EXPERIENCE
 
(dollars in thousands)
 
2017
   
2016
   
2015
   
2014
   
2013
 
Amount of loans outstanding at end of year (less unearned income)
 
$
3,636,407
     
3,430,586
     
3,293,304
     
3,158,332
     
2,908,809
 
Average loans outstanding during year (less average unearned income)
   
3,514,900
     
3,348,324
     
3,234,806
     
3,014,156
     
2,771,663
 
Balance of allowance at beginning of year
   
43,890
     
44,762
     
46,327
     
47,714
     
47,927
 
Loans charged off:
                                       
Commercial and commercial real estate
   
72
     
795
     
779
     
1,010
     
1,172
 
Real estate mortgage - 1 to 4 family
   
2,220
     
3,573
     
4,951
     
6,320
     
7,592
 
Installment
   
219
     
342
     
185
     
214
     
74
 
Total
   
2,511
     
4,710
     
5,915
     
7,544
     
8,838
 
                                         
Recoveries of loans previously charged off:
                                       
Commercial and commercial real estate
   
96
     
207
     
27
     
514
     
519
 
Real estate mortgage - 1 to 4 family
   
669
     
617
     
577
     
511
     
1,089
 
Installment
   
26
     
64
     
46
     
32
     
17
 
Total
   
791
     
888
     
650
     
1,057
     
1,625
 
Net loans charged off
   
1,720
     
3,822
     
5,265
     
6,487
     
7,213
 
Provision for loan losses
   
2,000
     
2,950
     
3,700
     
5,100
     
7,000
 
Balance of allowance at end of year
 
$
44,170
     
43,890
     
44,762
     
46,327
     
47,714
 
Net charge offs as a percent of average loans outstanding during year (less average unearned income)
       
0.05
%        
0.11
           
0.16
           
0.22
           
0.26
   
Allowance as a percent of loans outstanding at end of year
   
1.21
     
1.28
     
1.36
     
1.47
     
1.64
 
 
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, 2017
   
December 31, 2016
 
 
Amount
   
Percent of
Loans to
Total Loans
   
Amount
   
Percent of
Loans to
Total Loans
 
Commercial
 
$
4,205
     
4.85
%
 
$
4,820
     
5.32
%
Real estate - construction
   
379
     
0.85
%
   
318
     
0.72
%
Real estate mortgage - 1 to 4 family
   
33,622
     
85.56
%
   
32,452
     
83.93
%
Home equity lines of credit
   
5,195
     
8.50
%
   
5,570
     
9.76
%
Installment Loans
   
769
     
0.24
%
   
730
     
0.26
%
   
$
44,170
     
100.00
%
 
$
43,890
     
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.
 
Page 22 of 106

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, 2017 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, 2017. 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, 2017
 
Estimated Percentage of
Fair value of Capital to
Fair value of Assets
 
+400 BP
   
20.11
%
+300 BP
   
21.37
 
+200 BP
   
22.63
 
+100 BP
   
23.68
 
Current rates
   
24.20
 
-100 BP
   
22.05
 

At December 31, 2017, the Company’s consolidated Tier 1 capital to assets ratio (leverage capital ratio) was 9.45%.
 
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 24.20% of the fair value of assets, whereas the current Tier 1 capital to assets ratio was 9.45% at December 31, 2017, 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.
 
Page 23 of 106

The table, “Interest Rate Sensitivity,” presents an analysis of the interest-sensitivity gap position at December 31, 2017. 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 asset sensitive on a cumulative basis when measured at any of the three time buckets. 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, 2017
 
   
Repricing in:
 
    
Less than 1
year
   
1-5
years
   
Over 5
years
   
Rate
Insensitive
   
Total
 
Total assets
 
$
1,430,671
     
1,587,212
     
1,786,611
     
103,514
     
4,908,008
 
Cumulative total assets
 
$
1,430,671
     
3,017,883
     
4,804,494
     
4,908,008
         
Total liabilities and shareholders' equity
 
$
1,173,248
     
1,547,924
     
1,692,867
     
493,969
     
4,908,008
 
Cumulative total liabilities and shareholders' equity
 
$
1,173,248
     
2,721,172
     
4,414,039
     
4,908,008
         
Cumulative interest sensitivity gap
 
$
257,423
     
296,711
     
390,455
                 
Cumulative gap as a % of interest earning assets for the period
   
18.0
%
   
9.8
%
   
8.1
%
               
Cumulative interest sensitive assets to liabilities
   
121.9
%
   
110.9
%
   
108.8
%
               

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: retail 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 retail deposits (total deposits less time deposits greater than $250 thousand) amounted to $4.03 billion in 2017 and $4.00 billion in 2016. 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 2017, the average balance of purchased liabilities was $364.9 million, compared with $329.9 million in 2016. 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.
 
Page 24 of 106

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, 2017 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, 2017, TrustCo’s loan to deposit ratio was 87.1% compared to 81.8% at December 31, 2016, while the median peer group of all publically traded banks and thrifts tracked by S&P Global Market Intelligence financial with assets between $2 billion and $10 billion had ratios of 94.8% and 92.0%, respectively. In addition, at December 31, 2017 and 2016, the Company had cash and cash equivalents totaling $612.7 million and $707.3 million, respectively, as well as unpledged securities available for sale with a fair value of $220.2 million and $355.5 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, 2017 and 2016, 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 $3.8 million and $4.6 million at December 31, 2017 and 2016, 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, 2017 and 2016 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 $18.4 million in 2017, $19.0 million in 2016 and $17.9 million in 2015. There were no net securities gains recorded in 2017 while 2016 results included $668 thousand of net gains and 2015 results included net gains of $251 thousand. Excluding securities gains and losses, noninterest income was $18.4 million in 2017, $18.3 million in 2016 and $17.6 million in 2015.
 
Page 25 of 106

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 $6.6 million in 2017, $5.9 million in 2016 and $6.0 million in 2015. 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, 2017, 2016 and 2015, fair value of assets under management by the Trustco Financial Services were approximately $890.2 million, $845.7 million and $841.8 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.
 
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 2017, 2016 and 2015 sales of nonperforming loans resulted in gains of $85 thousand, $24 thousand and $60 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.

NONINTEREST INCOME
 
(dollars in thousands)
 
For the year ended December 31,
   
2017 vs. 2016
 
   
2017
   
2016
   
2015
   
Amount
   
Percent
 
Trustco Financial Services income
 
$
6,584
     
5,886
     
5,971
     
698
     
11.9
%
Fees for services to customers
   
10,798
     
10,857
     
10,689
     
(59
)
   
(0.5
)
Net gain on securities transactions
   
-
     
668
     
251
     
(668
)
   
(100.0
)
Other
   
991
     
1,601
     
961
     
(610
)
   
(38.1
)
Total noninterest income
 
$
18,373
     
19,012
     
17,872
     
(639
)
   
(3.4
)%

Noninterest expense: Noninterest expense was $94.0 million in 2017, compared with $93.8 million in 2016 and $90.6 million in 2015. 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 58.6% for 2017. TrustCo’s efficiency ratio was 53.7% in 2017, 55.7% in 2016 and 55.1% in 2015. Excluded from the efficiency ratio calculation were $668 thousand of securities gains in 2016 as well as $251 thousand of securities gains in 2015. In addition in 2016 the ratio excludes the gain on the sale of a branch building, and for 2017, 2016 and 2015 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,
   
2017 vs. 2016
 
   
2017
   
2016
   
2015
   
Amount
   
Percent
 
Salaries and employee benefits
 
$
40,665
     
36,508
     
32,521
     
4,157
     
11.4
%
Net occupancy expense
   
16,543
     
16,078
     
15,799
     
465
     
2.9
 
Equipment expense
   
6,118
     
6,320
     
6,871
     
(202
)
   
(3.2
)
Professional services
   
6,895
     
8,200
     
7,878
     
(1,305
)
   
(15.9
)
Outsourced services
   
6,410
     
6,216
     
5,860
     
194
     
3.1
 
Advertising expense
   
2,578
     
2,515
     
2,593
     
63
     
2.5
 
FDIC and other insurance
   
4,179
     
5,967
     
6,339
     
(1,788
)
   
(30.0
)
Other real estate expense, net
   
1,171
     
2,558
     
2,001
     
(1,387
)
   
(54.2
)
Other
   
9,435
     
9,465
     
10,698
     
(30
)
   
(0.3
)
Total noninterest expense
 
$
93,994
     
93,827
     
90,560
     
167
     
0.2
%

Salaries and employee benefits are the most significant component of noninterest expense. For 2017, these expenses amounted to $40.7 million, compared with $36.5 million in 2016 and $32.5 million in 2015. The change in salaries and benefits in 2017 was primarily due to increases in employees related to fulfilling the agreement with the OCC. Full time equivalent headcount increased from 808 as of December 31, 2016 to 846 as of December 31, 2017.
 
Professional services expense was $6.9 million in 2017, compared to $8.2 million in 2016 and $7.9 million in 2015. The significant decrease in these costs in 2017 was driven by the reduced use of various consultants and experts utilized to assist with meeting the requirements of the agreement with the OCC during the prior two years.
 
Page 26 of 106

FDIC and other insurance expense was $4.2 million in 2017, $6.0 million in 2016 and $6.3 million in 2015. The decline in 2017 reflects the full year impact of changes in the FDIC premium structure that occurred during 2016.
 
Other real estate expense decreased to $1.2 million in 2017, as compared to $2.6 million in 2016 and $2.0 million in 2015. Included in ORE expense during 2017, 2016 and 2015 were write downs of properties included in ORE totaling $1.1 million, $1.2 million and $1.1 million, respectively.
 
Changes in other noninterest expense are the results of normal banking activities.  The decrease in 2016 versus 2015 was partly the result of the one-time costs in 2015 to roll out chip card technology for TrustCo’s debit cards.
 
Income Tax
 
As discussed, the Act had a significant impact on the Company’s recognized tax expense in 2017.  In 2017, TrustCo recognized income tax expense of $33.6 million, which included the $5.1 million associated with the Tax Act, as compared to $25.7 million in 2016 and $24.5 million in 2015. The effective tax rates were 43.8%, 37.6% and 36.7% in 2017, 2016, and 2015, respectively. The tax expense on the Company’s income was different from the tax expense at the federal statutory rate of 35% (prior to the Act), due primarily to the effect of state income taxes and to a lesser extent to the effect of tax exempt income. For 2018 the Company is expecting its combined effective tax rate to be approximately 23.5%, based on currently known information.  The actual effective tax rate could be impacted by currently unknown aspects of how the tax law changes will be implemented and/or by management decisions to adapt to the new law.
 
Contractual Obligations
 
The Company is contractually obligated to make the following payments on leases as of December 31, 2017:
 
(dollars in thousands)
 
Payments Due by Period:
 
   
Less Than
     
1-3
     
3-5 More than
       
   
1 Year
   
Years
   
Years
   
5 Years
   
Total
 
                                   
Operating leases
 
$
7,267
     
14,094
     
12,634
     
31,803
     
65,797
 

In addition, the Company is contractually obligated to pay data processing vendors approximately $6 million to $7 million per year through 2021.
 
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 2025. Additionally, the Company is obligated to pay the accumulated benefits under the Company’s supplementary pension plan which amounted to $5.6 million and $5.1 million, respectively, as of December 31, 2017 and 2016. 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 2017, 2016 and 2015 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 2017 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.
 
Page 27 of 106

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 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;
 
·
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 to distribute capital from Trustco Bank to TrustCo, which could affect the ability of TrustCo to pay dividends;
 
·
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;
 
·
adverse conditions in the securities markets that lead to impairment in the value of securities in TrustCo’s investment portfolio;
 
·
Unanticipated effects from the Tax Act that may limit its benefits or adversely impact our business[, which could include decreased demand for borrowing by our customers or increased price competition that offsets the benefits of decreased federal income tax expense;
 
·
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 regulatory capital requirements;
 
·
changes in management personnel;
 
·
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;
 
Page 28 of 106

·
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, 2017.
 
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.
 
Page 29 of 106

SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
(dollars in thousands, except per share data)
 
   
2017
   
2016
 
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
 
Income statement:
                                                                           
Interest and dividend income
 
$
41,052
     
42,108
     
42,788
     
43,012
     
168,960
   
$
40,026
     
40,208
     
40,503
     
40,622
     
161,359
 
Interest expense
   
3,652
     
3,567
     
3,609
     
3,764
     
14,592
     
3,844
     
3,909
     
3,836
     
3,715
     
15,304
 
Net interest income
   
37,400
     
38,541
     
39,179
     
39,248
     
154,368
     
36,182
     
36,299
     
36,667
     
36,907
     
146,055
 
Provision for loan losses
   
600
     
550
     
550
     
300
     
2,000
     
800
     
800
     
750
     
600
     
2,950
 
Net interest income after provison for loan losses
   
36,800
     
37,991
     
38,629
     
38,948
     
152,368
     
35,382
     
35,499
     
35,917
     
36,307
     
143,105
 
Noninterest income
   
4,727
     
4,504
     
4,854
     
4,288
     
18,373
     
4,572
     
5,199
     
4,729
     
4,512
     
19,012
 
Noninterest expense
   
24,019
     
22,913
     
23,526
     
23,536
     
93,994
     
23,439
     
23,974
     
23,049
     
23,365
     
93,827
 
Income before income taxes
   
17,508
     
19,582
     
19,957
     
19,700
     
76,747
     
16,515
     
16,724
     
17,597
     
17,454
     
68,290
 
Income tax expense
   
6,561
     
7,342
     
7,361
     
12,338
     
33,602
     
6,106
     
6,260
     
6,667
     
6,656
     
25,689
 
Net income
 
$
10,947
     
12,240
     
12,596
     
7,362
     
43,145
   
$
10,409
     
10,464
     
10,930
     
10,798
     
42,601
 
Per share data:
                                                                               
Basic earnings
 
$
0.114
     
0.127
     
0.131
     
0.077
     
0.449
   
$
0.109
     
0.110
     
0.114
     
0.113
     
0.446
 
Diluted earnings
   
0.114
     
0.127
     
0.131
     
0.076
     
0.448
     
0.109
     
0.109
     
0.114
     
0.113
     
0.445
 
Cash dividends declared
   
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
     
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
 
 
Page 30 of 106

FIVE YEAR SUMMARY OF FINANCIAL DATA
 
(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2017
   
2016
   
2015
   
2014
   
2013
 
Statement of income data:
                             
Interest and dividend income
 
$
168,960
   
$
161,359
     
159,345
     
156,941
     
151,047
 
Interest expense
   
14,592
     
15,304
     
16,197
     
15,488
     
15,283
 
Net interest income
   
154,368
     
146,055
     
143,148
     
141,453
     
135,764
 
Provision for loan losses
   
2,000
     
2,950
     
3,700
     
5,100
     
7,000
 
Net interest income after provision for loan losses
   
152,368
     
143,105
     
139,448
     
136,353
     
128,764
 
Noninterest income
   
18,373
     
18,344
     
17,621
     
19,189
     
18,148
 
Net gain on securities transactions
   
0
     
668
     
251
     
717
     
1,622
 
Noninterest expense
   
93,994
     
93,827
     
90,560
     
84,670
     
85,005
 
Income before income taxes
   
76,747
     
68,290
     
66,760
     
71,589
     
63,529
 
Income taxes
   
33,602
     
25,689
     
24,522
     
27,396
     
23,717
 
Net income
 
$
43,145
     
42,601
     
42,238
     
44,193
     
39,812
 
Share data:
                                       
Average equivalent diluted shares (in thousands)
   
96,222
     
95,648
     
95,213
     
94,753
     
94,206
 
Book value
 
$
4.75
   
$
4.52
     
4.34
     
4.15
     
3.83
 
Cash dividends
   
0.263
     
0.263
     
0.263
     
0.263
     
0.263
 
Basic earnings
   
0.449
     
0.446
     
0.444
     
0.467
     
0.422
 
Diluted earnings
   
0.448
     
0.445
     
0.444
     
0.466
     
0.422
 
Financial:
                                       
Return on average assets
   
0.88
%
   
0.89
     
0.89
     
0.97
     
0.90
 
Return on average shareholders' equity
   
9.64
     
9.94
     
10.41
     
11.54
     
11.15
 
Cash dividend payout ratio
   
58.44
     
58.88
     
59.13
     
56.30
     
62.19
 
Tier 1 capital to assets (leverage ratio)
   
9.45
     
9.11
     
8.85
     
8.55
     
8.27
 
Tier 1 capital as a % of total risk adjusted assets
   
18.02
     
17.78
     
17.71
     
17.04
     
16.74
 
Common equity tier 1 capital ratio
   
18.02
     
17.78
     
17.71
     
N/A
     
N/A
 
Total capital as a % of total risk adjusted assets
   
19.28
     
19.04
     
18.97
     
18.30
     
18.00
 
Efficiency ratio*
   
53.75
     
55.67
     
55.08
     
52.60
     
52.78
 
Net interest margin
   
3.22
     
3.11
     
3.09
     
3.16
     
3.14
 
Average balances:
                                       
Total assets
 
$
4,875,668
     
4,790,701
     
4,721,146
     
4,574,941
     
4,422,393
 
Earning assets
   
4,790,890
     
4,698,630
     
4,630,417
     
4,487,133
     
4,334,803
 
Loans, net
   
3,514,900
     
3,348,324
     
3,234,806
     
3,014,156
     
2,771,663
 
Allowance for loan losses
   
(44,319
)
   
(44,718
)
   
(46,023
)
   
(47,409
)
   
(48,452
)
Securities available for sale
   
617,180
     
627,341
     
657,951
     
794,613
     
946,367
 
Held to maturity securities
   
37,929
     
50,975
     
63,730
     
78,356
     
104,371
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,295
     
9,554
     
9,414
     
10,135
     
10,266
 
Deposits
   
4,171,396
     
4,149,201
     
4,103,505
     
3,978,968
     
3,863,420
 
Short-term borrowings
   
228,086
     
185,672
     
184,725
     
189,430
     
180,275
 
Shareholders' equity
   
447,680
     
428,389
     
405,761
     
382,810
     
356,979
 
 
Page 31 of 106

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 tangible book value per share, efficiency ratio, and taxable equivalent net interest income and net interest margin to the underlying GAAP financial measures is set forth below.
 
Page 32 of 106

Non-GAAP Financial Measures Reconciliation

(dollars in thousands, except per share amounts)
(Unaudited)
 
   
Years Ended
 
Taxable Equivalent Net Interest Margin
 
12/31/17
   
12/31/16
   
12/31/15
   
12/31/14
   
12/31/13
 
                               
Net interest income
   
154,368
     
146,055
     
143,148
     
141,453
     
135,764
 
Taxable Equivalent Adjustment
   
45
     
54
     
74
     
130
     
330
 
Net interest income (Taxable Equivalent)
   
154,413
     
146,109
     
143,222
     
141,583
     
136,094
 
                                         
Total Interest Earning Assets
   
4,790,890
     
4,698,630
     
4,630,417
     
4,487,133
     
4,334,803
 
                                         
Net Interest Margin
   
3.22
%
   
3.11
%
   
3.09
%
   
3.15
%
   
3.13
%
Taxable Equivalent Net Interest Margin
   
3.22
%
   
3.11
%
   
3.09
%
   
3.16
%
   
3.14
%
 
   
Years Ended
 
Efficiency Ratio
 
12/31/17
   
12/31/16
   
12/31/15
   
12/31/14
   
12/31/13
 
                                         
Net interest income (fully taxable equivalent)
   
154,413
     
146,109
     
143,222
     
141,583
     
136,094
 
Non-interest income
   
18,373
     
19,012
     
17,872
     
19,906
     
19,770
 
Less:  Net gain on securities
   
-
     
668
     
251
     
717
     
1,622
 
Less:  Net gain on sale of building and net gain on sale of nonperforming loans
   
84
     
493
     
60
     
1,719
     
-
 
Revenue used for efficiency ratio
   
172,702
     
163,960
     
160,783
     
159,053
     
154,242
 
                                         
Total Noninterest expense
   
93,994
     
93,827
     
90,560
     
84,670
     
85,005
 
Less:  Other real estate expense, net
   
1,171
     
2,558
     
2,001
     
1,009
     
3,598
 
Expenses used for efficiency ratio
   
92,823
     
91,269
     
88,559
     
83,661
     
81,407
 
                                         
Efficiency Ratio
   
53.75
%
   
55.67
%
   
55.08
%
   
52.60
%
   
52.78
%
 
Page 33 of 106

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.
 
Page 34 of 106

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).
 
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.
 
Page 35 of 106

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.
 
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.
 
Tangible Book Value Per Share:
 
Total shareholders’ equity (less goodwill) divided by shares outstanding on the same date. This provides an indication of the tangible book value of a share of stock.
 
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.
 
Page 36 of 106

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, 2017. 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, 2017, the Company maintained effective internal control over financial reporting.
 
The Company’s internal control over financial reporting as of December 31, 2017 has been audited by Crowe Horwath LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.
 
 
Robert J. McCormick
President and Chief Executive Officer
 
 
Michael M. Ozimek
Senior Vice President and Chief Financial Officer
 
March 1, 2018
 
Page 37 of 106

 
Crowe Horwath LLP
Independent Member Crowe Horwath International
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Shareholders and the Board of Directors of Trustco Bank Corp NY
Glenville, New York

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of condition of Trustco Bank Corp NY (the "Company") as of December 31, 2017 and 2016, 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, 2017, and the related notes  (collectively referred to as the "financial statements")1. We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these 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 the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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.
 
Definition and Limitations of Internal Control Over Financial Reporting

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 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 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 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.
 
     
   /s/ Crowe Horwath LLP  

We have served as the Company's auditor since 2009.

New York, New York
March 1, 2018
 
 
Page 38 of 106

TRUSTCO BANK CORP NY
Consolidated Statements of Income
(dollars in thousands, except per share data)
 
   
Years Ended December 31,
 
   
2017
   
2016
   
2015
 
                   
Interest and dividend income:
                 
Interest and fees on loans
 
$
148,133
     
143,679
     
141,887
 
Interest and dividends on securities available for sale:
                       
U. S. government sponsored enterprises
   
2,281
     
1,489
     
1,418
 
State and political subdivisions
   
39
     
52
     
87
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
7,447
     
7,963
     
9,132
 
Corporate bonds
   
606
     
246
     
1
 
Small Business Administration-guaranteed participation securities
   
1,547
     
1,801
     
2,004
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
109
     
133
     
149
 
Other
   
16
     
16
     
16
 
Total interest and dividends on securities available for sale
   
12,045
     
11,700
     
12,807
 
                         
Interest on held to maturity securities:
                       
Mortgage-backed securities and collateralized mortgage obligations-residential
   
1,149
     
1,454
     
1,844
 
Corporate bonds
   
410
     
617
     
615
 
Total interest on held to maturity securities
   
1,559
     
2,071
     
2,459
 
                         
                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
544
     
502
     
467
 
Interest on federal funds sold and other short-term investments
   
6,679
     
3,407
     
1,725
 
Total interest and dividend income
   
168,960
     
161,359
     
159,345
 
                         
Interest expense:
                       
Interest on deposits
   
13,190
     
14,213
     
14,983
 
Interest on short-term borrowings
   
1,402
     
1,091
     
1,214
 
Total interest expense
   
14,592
     
15,304
     
16,197
 
                         
Net interest income
   
154,368
     
146,055
     
143,148
 
Provision for loan losses
   
2,000
     
2,950
     
3,700
 
Net interest income after provision for loan losses
   
152,368
     
143,105
     
139,448
 
                         
Noninterest income:
                       
Trustco Financial Services income
   
6,584
     
5,886
     
5,971
 
Fees for services to customers
   
10,798
     
10,857
     
10,689
 
Net gain on securities transactions
   
-
     
668
     
251
 
Other
   
991
     
1,601
     
961
 
Total noninterest income
   
18,373
     
19,012
     
17,872
 
                         
Noninterest expense:
                       
Salaries and employee benefits
   
40,665
     
36,508
     
32,521
 
Net occupancy expense
   
16,543
     
16,078
     
15,799
 
Equipment expense
   
6,118
     
6,320
     
6,871
 
Professional services
   
6,895
     
8,200
     
7,878
 
Outsourced services
   
6,410
     
6,216
     
5,860
 
Advertising expense
   
2,578
     
2,515
     
2,593
 
FDIC and other insurance expense
   
4,179
     
5,967
     
6,339
 
Other real estate expense, net
   
1,171
     
2,558
     
2,001
 
Other
   
9,435
     
9,465
     
10,698
 
Total noninterest expense
   
93,994
     
93,827
     
90,560
 
                         
Income before income taxes
   
76,747
     
68,290
     
66,760
 
Income taxes
   
33,602
     
25,689
     
24,522
 
Net income
 
$
43,145
     
42,601
     
42,238
 
                         
Earnings per share:
                       
Basic
 
$
0.449
     
0.446
     
0.444
 
Diluted
   
0.448
     
0.445
     
0.444
 

See accompanying notes to consolidated financial statements.
 
Page 39 of 106

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

   
Years Ended December 31,
 
   
2017
   
2016
   
2015
 
                   
Net income
 
$
43,145
     
42,601
     
42,238
 
                         
Net unrealized holding gain (loss) on securities available for sale
   
2,524
     
(3,096
)
   
(1,079
)
Reclassification adjustments for net gain recognized in income
   
-
     
(688
)
   
(251
)
Tax effect
   
(792
)
   
1,514
     
531
 
Net unrealized gain (loss) on securities available for sale, net of tax
   
1,732
     
(2,270
)
   
(799
)
                         
Change in overfunded position in pension and postretirement plans arising during the year
   
3,824
     
1,333
     
711
 
Tax effect
   
(812
)
   
(533
)
   
(281
)
Change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
3,012
     
800
     
430
 
                         
Amortization of net actuarial (gain) loss
   
(289
)
   
(90
)
   
70
 
Amortization of prior service cost
   
90
     
90
     
90
 
Tax effect
   
(100
)
   
-
     
(63
)
Amortization of net actuarial loss (gain) and prior service cost (credit) on pension and postretirement plans, net of tax
   
(299
)
   
-
     
97
 
                         
Other comprehensive income (loss), net of tax
   
4,445
     
(1,470
)
   
(272
)
Comprehensive income
 
$
47,590
     
41,131
     
41,966
 
 
See accompanying notes to consolidated financial statements.
 
Page 40 of 106

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

   
As of December 31,
 
   
2017
   
2016
 
             
ASSETS
           
             
Cash and due from banks
 
$
44,125
     
48,719
 
Federal funds sold and other short term investments
   
568,615
     
658,555
 
Total cash and cash equivalents
   
612,740
     
707,274
 
Securities available for sale
   
571,965
     
620,360
 
Held to maturity securities ($28,701 and $47,526 fair value at December 31, 2017 and 2016, respectively)
    27,551        45,490   
Federal Reserve Bank and Federal Home Loan Bank stock
   
8,779
     
9,579
 
Loans, net of deferred net costs
   
3,636,407
     
3,430,586
 
Less: Allowance for loan losses
   
44,170
     
43,890
 
Net loans
   
3,592,237
     
3,386,696
 
Bank premises and equipment, net
   
35,157
     
35,466
 
Other assets
   
59,579
     
63,941
 
                 
Total assets
 
$
4,908,008
     
4,868,806
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
Demand
 
$
398,399
     
377,755
 
Savings accounts
   
1,260,447
     
1,271,449
 
Interest-bearing checking
   
891,052
     
815,534
 
Money market deposit accounts
   
556,462
     
571,962
 
Time accounts
   
1,066,966
     
1,159,463
 
Total deposits
   
4,173,326
     
4,196,163
 
Short-term borrowings
   
242,991
     
209,406
 
Accrued expenses and other liabilities
   
33,383
     
30,551
 
Total liabilities
   
4,449,700
     
4,436,120
 
                 
Commitments and contingent liabilities
               
                 
SHAREHOLDERS' EQUITY:
               
                 
Capital stock: $1 par value; 150,000,000 shares authorized, 99,998,482 and 99,214,382 shares issued at December 31, 2017 and 2016, respectively
   
99,998
     
99,214
 
Surplus
   
175,651
     
171,425
 
Undivided profits
   
219,436
     
201,517
 
Accumulated other comprehensive loss, net of tax
   
(1,806
)
   
(6,251
)
Treasury stock: 3,709,171 and 3,434,205 shares, at cost, at December 31, 2017 and 2016, respectively
   
(34,971
)
   
(33,219
)
Total shareholders' equity
   
458,308
     
432,686
 
Total liabilities and shareholders' equity
 
$
4,908,008
     
4,868,806
 
 
See accompanying notes to consolidated financial statements.
 
Page 41 of 106

(dollars in thousands, except per share data)
 
Capital
Stock
   
Surplus
   
Undivided
Profits
   
Accumulated
Other
Comprehensive
Loss
   
Treasury
Stock
   
Total
 
                                     
Beginning balance, January 1, 2015
   
98,945
     
172,353
     
166,745
     
(4,509
)
   
(40,090
)
   
393,444
 
Net Income
   
-
     
-
     
42,238
     
-
     
-
     
42,238
 
Change in other comprehensive income, 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 (38,390 shares)
   
-
     
-
     
-
     
-
     
(147
)
   
(147
)
Sale of treasury stock (414,881 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 (22,364 shares)
   
-
     
-
     
-
     
-
     
(701
)
   
(701
)
Sale of treasury stock (398,431 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
 
                                                 
Net Income
   
-
     
-
     
43,145
     
-
             
43,145
 
Change in other comprehensive income (loss), net of tax
   
-
     
-
     
-
     
4,445
             
4,445
 
Stock option exercises
   
784
     
4,452
     
-
     
-
             
5,236
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(25,226
)
   
-
             
(25,226
)
Purchase of treasury stock (574,256 shares)
   
-
     
-
     
-
     
-
     
(4,608
)
   
(4,608
)
Sale of treasury stock (299,290 shares)
   
-
     
(376
)
   
-
     
-
     
2,856
     
2,480
 
Stock based compensation expense
   
-
     
150
     
-
     
-
             
150
 
Ending balance, December 31, 2017
 
$
99,998
     
175,651
     
219,436
     
(1,806
)
   
(34,971
)
   
458,308
 
 
See accompanying notes to consolidated financial statements.
 
Page 42 of 106

TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows
(dollars in thousands, except per share data)
 
   
Years Ended December 31,
 
   
2017
   
2016
   
2015
 
                   
Cash flows from operating activities:
                 
Net income
 
$
43,145
     
42,601
     
42,238
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
   
3,816
     
4,038
     
4,554
 
Net gain on sale of other real estate owned
   
(924
)
   
(298
)
   
(373
)
Writedown of other real estate owned
   
1,071
     
1,242
     
1,143
 
Provision for loan losses
   
2,000
     
2,950
     
3,700
 
Deferred tax (benefit) expense
   
(183
)
   
3,261
     
3,011
 
Net amortization of securities
   
4,326
     
4,986
     
5,486
 
Stock based compensation expense
   
150
     
224
     
204
 
Net loss (gain) on sale of bank premises and equipment
   
43
     
(480
)
   
-
 
Net gain on securities transactions
   
-
     
(668
)
   
(251
)
Decrease (increase) in taxes receivable
   
6,124
     
(921
)
   
3,510
 
(Increase) decrease in interest receivable
   
(371
)
   
(808
)
   
538
 
Increase (decrease) in interest payable
   
11
     
25
     
(47
)
Decrease in other assets
   
(310
)
   
(1,677
)
   
(4,168
)
Increase in accrued expenses and other liabilities
   
2,792
     
419
     
463
 
Total adjustments
   
18,545
     
12,293
     
17,770
 
Net cash provided by operating activities
   
61,690
     
54,894
     
60,008
 
Cash flows from investing activities:
                       
Proceeds from sales and calls of securities available for sale
   
124,624
     
245,929
     
254,955
 
Purchases of securities available for sale
   
(83,031
)
   
(275,303
)
   
(189,823
)
Proceeds from maturities of securities available for sale
   
5,000
     
1,949
     
4,025
 
Proceeds from calls and maturities of held to maturity securities
   
17,939
     
10,975
     
14,481
 
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
   
(143
)
   
(99
)
   
(252
)
Proceeds from redemptions of Federal Reserve Bank and Federal Home Loan Bank stock
   
943
     
-
     
-
 
Net increase in loans
   
(212,028
)
   
(146,629
)
   
(148,532
)
Net proceeds from sale of building held for sale
   
-
     
-
     
-
 
Proceeds from dispositions of other real estate owned
   
5,362
     
6,768
     
7,511
 
Proceeds from dispositions of bank premises and equipment
   
63
     
674
     
112
 
Purchases of bank premises and equipment
   
(3,613
)
   
(2,055
)
   
(3,744
)
Net cash used in investing activities
   
(144,884
)
   
(157,791
)
   
(61,267
)
Cash flows from financing activities:
                       
Net (decrease) increase in deposits
   
(22,837
)
   
95,785
     
68,137
 
Net increase in short-term borrowings
   
33,585
     
18,180
     
2,110
 
Proceeds from exercise of stock options
   
5,237
     
1,368
     
147
 
Proceeds from sales of treasury stock
   
2,480
     
2,447
     
2,670
 
Purchases of treasury stock
   
(4,608
)
   
(701
)
   
(147
)
Dividends paid
   
(25,197
)
   
(25,064
)
   
(24,950
)
Net cash (used in) provided by financing activities
   
(11,340
)
   
92,015
     
47,967
 
Net (decrease) increase in cash and cash equivalents
   
(94,534
)
   
(10,882
)
   
46,708
 
Cash and cash equivalents at beginning of period
   
707,274
     
718,156
     
671,448
 
Cash and cash equivalents at end of period
 
$
612,740
     
707,274
     
718,156
 
 
Page 43 of 106

Supplemental Disclosure of Cash Flow Information:
                 
Cash paid during the year for:
                 
Interest paid
 
$
14,581
     
15,279
     
16,244
 
Income taxes paid
   
26,127
     
23,494
     
21,005
 
Non cash investing and financing activites:
                       
Transfer of loans to real estate owned
   
4,487
     
5,525
     
8,295
 
Transfer of other real estate owned to fixed assets
   
-
     
-
     
-
 
Increase in dividends payable
   
29
     
29
     
24
 
Change in unrealized gain (loss) on securities available for sale - gross of deferred taxes
   
2,524
     
(3,784
)
   
(1,330
)
Change in deferred tax effect on unrealized (loss) gain on securities available for sale, net of reclassification adjustment
   
(792
)
   
1,514
     
531
 
Amortization of net actuarial loss and prior service credit on pension and post retirement plans, gross of deferred taxes
   
(199
)
   
-
     
160
 
Change in deferred tax effect of amortization of net actuarial loss and prior service credit on pension and post retirement plans
   
(100
)
   
-
     
(63
)
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes
   
3,824
     
1,333
     
711
 
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)
   
(812
)
   
(533
)
   
(281
)
 
See accompanying notes to consolidated financial statements.
 
Page 44 of 106

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.
 
Page 45 of 106

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 (TDR’s) 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.

TDR’s 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 TDR’s 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.
 
Page 46 of 106

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, 2017 and 2016, there were $3.2 million and $4.3 million, respectively, of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.
 
Page 47 of 106

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.

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 2018, the Bank could declare dividends of approximately $68.2 million plus any 2018 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, 2017, 2016, and 2015, the Company did not have any unvested awards that would be considered participating securities.
 
Page 48 of 106

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”.
 
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 $ 34.5 million and $32.3 million at December 31, 2017 and 2016, respectively.

(3) Investment Securities

(a) Securities available for sale

The amortized cost and fair value of the securities available for sale are as follows:
 
Page 49 of 106

(dollars in thousands)
 
December 31, 2017
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government sponsored enterprises
 
$
139,890
     
27
     
2,066
     
137,851
 
State and political subdivisions
   
515
     
10
     
-
     
525
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
320,614
     
84
     
4,715
     
315,983
 
Corporate bonds
   
40,270
     
-
     
108
     
40,162
 
Small Business Administration-guaranteed participation securities
   
68,921
     
-
     
1,862
     
67,059
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
9,810
     
-
     
110
     
9,700
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
580,670
     
121
     
8,861
     
571,930
 
Equities
   
35
                     
35
 
Total securities available for sale
 
$
580,705
     
121
     
8,861
     
571,965
 

(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 securities
   
631,590
     
136
     
11,401
     
620,325
 
Equities
   
35
                     
35
 
Total securities available for sale
 
$
631,625
     
136
     
11,401
     
620,360
 
 
Page 50 of 106

The following table distributes the amortized cost and fair value of debt securities included in the available for sale portfolio as of December 31, 2017, 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:
 
(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
Due in one year or less
 
$
45,783
     
45,739
 
Due in one year through five years
   
135,483
     
133,390
 
Due after five years through ten years
   
59
     
59
 
Due after ten years
   
-
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
320,614
     
315,983
 
Small Business Administration- guaranteed participation securities
   
68,921
     
67,059
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
9,810
     
9,700
 
   
$
580,670
     
571,930
 
 
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, 2017
 
   
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
 
$
29,734
     
266
     
98,090
     
1,800
     
127,824
     
2,066
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
48,080
     
371
     
266,394
     
4,344
     
314,474
     
4,715
 
Corporate bonds
   
-
     
-
     
40,162
     
108
     
40,162
     
108
 
Small Business Administration- guaranteed participation securities
   
-
     
-
     
67,059
     
1,862
     
67,059
     
1,862
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
-
             
9,700
     
110
     
9,700
     
110
 
                                                 
Total
 
$
77,814
     
637
     
481,405
     
8,224
     
559,219
     
8,861
 
 
Page 51 of 106

(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
 
Small Business Administration- guaranteed participation securities
   
40,705
     
251
     
-
     
-
     
40,705
     
251
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
64,560
     
1,960
     
13,940
     
567
     
78,500
     
2,527
 
     
10,011
     
119
     
-
     
-
     
10,011
     
119
 
Total
 
$
577,164
     
10,717
     
18,653
     
684
     
595,817
     
11,401
 

The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during 2017, 2016 and 2015 are as follows:

(dollars in thousands)
 
Year ended December 31,
 
   
2017
   
2016
   
2015
 
                 
Proceeds from sales
 
$
-
     
44,829
     
22,945
 
Proceeds from calls
   
124,624
     
201,100
     
232,010
 
Gross realized gains
   
-
     
668
     
251
 
Gross realized losses
   
-
     
-
     
-
 
 
Tax expense recognized on net gains on sales of securities available for sale were approximately $267 thousand, and $100 thousand for the years ended December 31, 2016, and 2015, respectively.

The amount of securities that have been pledged to secure short-term borrowings and for other purposes amounted to $326.5 million and $264.8 million at December 31, 2017 and 2016, respectively.

(b) Held to maturity securities

The amortized cost and fair value of the held to maturity securities are as follows:
 
Page 52 of 106

(dollars in thousands)
 
December 31, 2017
 
   
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                         
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
27,551
     
1,150
     
-
     
28,701
 
Corporate bonds
   
-
     
-
     
-
     
-
 
Total held to maturity
 
$
27,551
     
1,150
     
-
     
28,701
 
 
(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
 
 
The following table distributes the debt securities included in the held to maturity portfolio as of December 31, 2017, 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
 
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
27,551
     
28,701
 
   
$
27,551
     
28,701
 
 
There were no held to maturity securities with gross unrecognized losses as of December 31, 2017 and 2016.  There were no sales or transfers of held to maturity securities during 2017 and 2016.

(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, 2017 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)
 
Amortized
Cost
   
Fair
Value
 
Federal Home Loan Mortgage Corporation
 
$
112,564
     
111,183
 
Federal National Mortgage Association
   
260,882
     
257,386
 
Government National Mortgage Association
   
68,921
     
67,059
 
Small Business Administration
   
50,000
     
49,414
 
 
Page 53 of 106

(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.

As of December 31, 2017, 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, 2017.

Mortgage backed securities and collateralized mortgage obligations - residential

At December 31, 2017, 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, 2017.

Corporate Bonds

At December 31, 2017, 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, 2017.

Small Business Administration (SBA) - guaranteed participation securities

At December 31, 2017, 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, 2017.
 
Page 54 of 106

Mortgage backed securities and collateralized mortgage obligations - commercial

As of December 31, 2017, 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, 2017.

As a result of the above analysis, for the year ended December 31, 2017, the Company did not recognize any other-than-temporary impairment losses for credit or any other reason.

(4) Loans and Allowance for Loan Losses

The following tables present the recorded investment in loans by loan class:
 
   
December 31, 2017
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
149,368
     
12,524
     
161,892
 
Other
   
23,606
     
709
     
24,315
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,286,148
     
765,929
     
3,052,077
 
Home equity loans
   
66,455
     
13,989
     
80,444
 
Home equity lines of credit
   
263,275
     
45,641
     
308,916
 
Installment
   
7,141
     
1,622
     
8,763
 
Total loans, net
 
$
2,795,993
     
840,414
     
3,636,407
 
Less: Allowance for loan losses
                   
44,170
 
Net loans
                 
$
3,592,237
 
 
   
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
 
 
* Includes New York, New Jersey, Vermont, and Massachusetts.
 
Page 55 of 106

At December 31, 2017 and 2016, the Company had approximately $30.9 million and $24.8 million of real estate construction loans, respectively. Of the $30.9 million in real estate construction loans at December 31, 2017, approximately $21.1 million were secured by first mortgages to residential borrowers with the remaining $9.8 million were to commercial borrowers for residential construction projects.  Of the $24.8 million in real estate construction loans at December 31, 2016, approximately $16.3 million are secured by first mortgages to residential borrowers while approximately $8.5 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, 2017 and 2016, loans to executive officers, directors, and to associates of such persons aggregated $6.9 million and $7.6 million, respectively. During 2017, approximately $3.6 million of new loans were made and repayments of loans totaled approximately $4.3 million.  The composition of related parties changed during the year resulting in a reduction of approximately $100 thousand to outstanding loans to related parties at December 31, 2017.   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.

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

   
December 31, 2017
 
(dollars in thousands)
 
New York and
other states
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
1,443
     
-
     
1,443
 
Other
   
100
     
-
     
100
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
16,654
     
2,259
     
18,913
 
Home equity loans
   
93
     
-
     
93
 
Home equity lines of credit
   
3,603
     
130
     
3,733
 
Installment
   
57
     
-
     
57
 
Total non-accrual loans
   
21,950
     
2,389
     
24,339
 
Restructured real estate mortgages - 1 to 4 family
   
38
     
-
     
38
 
Total nonperforming loans
 
$
21,988
     
2,389
     
24,377
 


   
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
 
 
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, 2017 and December 31, 2016, other real estate owned included $2.7 million and $3.5 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 $12.6 million and $12.5 million as of December 31, 2017 and December 31, 2016, respectively.
 
Page 56 of 106

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of December 31, 2017 and 2016:

New York and other states:
 
   
December 31, 2017
 
(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
 
$
183
     
174
     
1,332
     
1,689
     
147,679
     
149,368
 
Other
   
-
     
-
     
100
     
100
     
23,506
     
23,606
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
5,669
     
1,300
     
9,014
     
15,983
     
2,270,165
     
2,286,148
 
Home equity loans
   
6
     
-
     
45
     
51
     
66,404
     
66,455
 
Home equity lines of credit
   
489
     
18
     
2,139
     
2,646
     
260,629
     
263,275
 
Installment
   
46
     
17
     
25
     
88
     
7,053
     
7,141
 
                                                 
Total
 
$
6,393
     
1,509
     
12,655
     
20,557
     
2,775,436
     
2,795,993
 
 
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
 
$
-
     
-
     
-
     
-
     
12,524
     
12,524
 
Other
   
-
     
-
     
-
     
-
     
709
     
709
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
277
     
-
     
1,404
     
1,681
     
764,248
     
765,929
 
Home equity loans
   
-
     
-
     
-
     
-
     
13,989
     
13,989
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
45,641
     
45,641
 
Installment
   
3
     
5
     
26
     
34
     
1,588
     
1,622
 
                                                 
Total
 
$
280
     
5
     
1,430
     
1,715
     
838,699
     
840,414
 
 
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
 
$
183
     
174
     
1,332
     
1,689
     
160,203
     
161,892
 
Other
   
-
     
-
     
100
     
100
     
24,215
     
24,315
 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
5,946
     
1,300
     
10,418
     
17,664
     
3,034,413
     
3,052,077
 
Home equity loans
   
6
     
-
     
45
     
51
     
80,393
     
80,444
 
Home equity lines of credit
   
489
     
18
     
2,139
     
2,646
     
306,270
     
308,916
 
Installment
   
49
     
22
     
51
     
122
     
8,641
     
8,763
 
                                                 
Total
 
$
6,673
     
1,514
     
14,085
     
22,272
     
3,614,135
     
3,636,407
 
 
Page 57 of 106

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
 
 
At December 31, 2017 and 2016, 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.
 
Page 58 of 106

Activity in the allowance for loan losses by portfolio segment is summarized as follows:
 
(dollars in thousands)
 
For the year ended December 31, 2017
 
     
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
4,929
     
38,231
     
730
     
43,890
 
Loans charged off:
                               
New York and other states*
   
72
     
2,053
     
200
     
2,325
 
Florida
   
-
     
167
     
19
     
186
 
Total loan chargeoffs
   
72
     
2,220
     
219
     
2,511
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
96
     
596
     
26
     
718
 
Florida
   
-
     
73
     
-
     
73
 
Total recoveries
   
96
     
669
     
26
     
791
 
Net loans charged off
   
(24
)
   
1,551
     
193
     
1,720
 
Provision for loan losses
   
(629
)
   
2,397
     
232
     
2,000
 
Balance at end of period
 
$
4,324
     
39,077
     
769
     
44,170
 
 
(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
 
 
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, 2017 and 2016:
 
Page 59 of 106

 
December 31, 2017
 
(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
   
4,324
     
39,077
     
769
     
44,170
 
                                 
Total ending allowance balance
 
$
4,324
     
39,077
     
769
     
44,170
 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
2,248
     
22,032
     
-
     
24,280
 
Collectively evaluated for impairment
   
183,959
     
3,419,405
     
8,763
     
3,612,127
 
                                 
Total ending loans balance
 
$
186,207
     
3,441,437
     
8,763
     
3,636,407
 
 
    
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
 
 
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. TDR’s at December 31, 2017 and 2016 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.
 
Page 60 of 106

The following tables present impaired loans by loan class as of December 31, 2017 and 2016:
 
New York and other states:
 
   
December 31, 2017
 
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                         
Commercial:
                       
Commercial real estate
 
$
2,148
     
3,120
     
-
     
2,711
 
Other
   
100
     
100
     
-
     
87
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
15,850
     
16,540
     
-
     
16,508
 
Home equity loans
   
270
     
291
     
-
     
263
 
Home equity lines of credit
   
2,606
     
2,847
     
-
     
2,193
 
                                 
Total
 
$
20,974
     
22,898
     
-
     
21,762
 
 
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
   
2,707
     
2,813
     
-
     
2,335
 
Home equity loans
   
89
     
89
     
-
     
92
 
Home equity lines of credit
   
510
     
510
     
-
     
561
 
                                 
Total
 
$
3,306
     
3,412
     
-
     
2,988
 
 
Total:
                               
                         
(dollars in thousands)
 
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
YTD Avg
Recorded
Investment
 
                                 
Commercial:
                               
Commercial real estate
 
$
2,148
     
3,120
     
-
     
2,711
 
Other
   
100
     
100
     
-
     
87
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
18,557
     
19,353
     
-
     
18,843
 
Home equity loans
   
359
     
380
     
-
     
355
 
Home equity lines of credit
   
3,116
     
3,357
     
-
     
2,754
 
                                 
Total
 
$
24,280
     
26,310
     
-
     
24,750
 
 
Page 61 of 106

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
 
 
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 2017, 2016, and 2015.

Included in impaired loans as of December 31, 2017 and 2016 are approximately $11.8 million and $11.5 million, respectively, of loans in accruing status that were identified as TDR’s.

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, 2017 and 2016, 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).
 
Page 62 of 106

The following table presents modified loans by class that were determined to be TDR’s that occurred during the years ended December 31, 2017, 2016 and 2015:
 
The following table presents modified loans by class that were determined to be TDR's that occurred:

    
Year ended 12/31/2017
   
Year ended 12/31/2016
   
Year ended 12/31/2015
 
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
   
4
   
$
426
     
426
     
2
   
$
401
     
401
     
-
   
$
-
     
-
 
Real estate mortgage - 1 to 4 family:
                                                                       
First mortgages
   
44
     
5,653
     
5,653
     
30
     
2,871
     
2,871
     
35
     
4,797
     
4,797
 
Home equity loans
   
3
     
56
     
56
     
1
     
44
     
44
     
1
     
137
     
137
 
Home equity lines of credit
   
18
     
868
     
868
     
10
     
402
     
402
     
7
     
506
     
506
 
                                                                         
Total
   
69
   
$
7,003
     
7,003
     
43
   
$
3,718
     
3,718
     
43
   
$
5,440
     
5,440
 
 
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
   
10
     
1,076
     
1,076
     
4
     
504
     
504
     
6
     
780
     
780
 
Home equity loans
   
-
     
-
     
-
     
1
     
45
     
45
     
-
     
-
     
-
 
Home equity lines of credit
   
2
     
95
     
95
     
1
     
6
     
6
     
4
     
107
     
107
 
                                                                         
Total
   
12
   
$
1,171
     
1,171
     
6
   
$
555
     
555
     
10
   
$
887
     
887
 
 
The addition of these TDR’s did not have a significant impact on the allowance for loan losses.

The following table presents loans by class modified as TDR’s that occurred during the years ended December 31, 2017, 2016 and 2015 for which there was a payment default within 12 months of modification:

    
Year ended 12/31/2017
   
Year ended 12/31/2016
   
Year ended 12/31/2015
 
New York and other states*:
 
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
     
72
     
3
     
291
     
2
     
148
 
Home equity lines of credit
   
1
     
3
     
1
     
141
     
2
     
24
 
                                                 
Total
   
2
   
$
75
     
4
   
$
432
     
4
   
$
172
 
 
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
   
-
   
$
-
     
-
   
$
-
     
-
   
$
-
 
Home equity lines of credit
   
-
     
-
     
-
     
-
     
-
     
-
 
                                                 
Total
   
-
   
$
-
     
-
   
$
-
     
-
   
$
-
 

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 TDR’s 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 TDR’s, 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.
 
Page 63 of 106

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.

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, 2017 and 2016, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
 
Page 64 of 106

   
December 31, 2017
 
New York and other states:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
140,806
     
8,562
     
149,368
 
Other
   
21,936
     
1,670
     
23,606
 
                         
   
$
162,742
     
10,232
     
172,974
 
 
Florida:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
12,406
     
118
     
12,524
 
Other
   
709
     
-
     
709
 
                         
   
$
13,115
     
118
     
13,233
 
 
Total:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
153,212
     
8,680
     
161,892
 
Other
   
22,645
     
1,670
     
24,315
 
                         
   
$
175,857
     
10,350
     
186,207
 
 
Page 65 of 106

   
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
 

Included in classified loans in the above tables are impaired loans of $1.5 million and $1.8 million at December 31, 2017 and 2016, 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, 2017 and 2016 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, 2017 and 2016 is presented in the recorded investment in non-accrual loans table.
 
Page 66 of 106

(5) Bank Premises and Equipment

A summary of premises and equipment at December 31, 2017 and 2016 follows:
 
(dollars in thousands)
           
   
2017
   
2016
 
Land
 
$
2,308
   
$
2,308
 
Buildings
   
34,599
     
33,617
 
Furniture, fixtures and equipment
   
50,832
     
49,503
 
Leasehold improvements
   
30,275
     
29,695
 
Total bank premises and equipment
   
118,014
     
115,123
 
Accumulated depreciation and amortization
   
(82,857
)
   
(79,657
)
Total
 
$
35,157
   
$
35,466
 
 
Depreciation and amortization expense was approximately $3.8 million, $4.0 million, and $4.6 million for the years 2017, 2016, and 2015, respectively. Occupancy expense of the Bank’s premises included rental expense of $7.8 million in 2017, $7.6 million in 2016, and $7.5 million in 2015.

(6) Deposits

Interest expense on deposits was as follows:

(dollars in thousands)
 
For the year ended December 31,
 
   
2017
   
2016
   
2015
 
Interest bearing checking accounts
 
$
478
   
$
473
     
448
 
Savings accounts
   
1,729
     
2,148
     
2,468
 
Time deposits and money market accounts
   
10,983
     
11,592
     
12,067
 
Total
 
$
13,190
   
$
14,213
     
14,983
 
 
At December 31, 2017, the maturity of total time deposits is as follows:

(dollars in thousands)
     
Under 1 year
 
$
652,270
 
1 to 2 years
   
392,618
 
2 to 3 years
   
15,849
 
3 to 4 years
   
1,585
 
4 to 5 years
   
4,474
 
Over 5 years
   
170
 
   
$
1,066,966
 
 
Included in total time deposits as of December 31, 2017 and 2016 is $ 136.8 million and $144.2 million in time deposits with balances in excess of $250,000.
 
Page 67 of 106

(7) Short-Term Borrowings

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

(dollars in thousands)
 
2017
   
2016
   
2015
 
Amount outstanding at December 31,
 
$
242,991
     
209,406
     
191,226
 
Maximum amount outstanding at any month end
   
252,996
     
209,406
     
194,738
 
Average amount outstanding
   
228,086
     
185,672
     
184,725
 
Weighted average interest rate:
                       
For the year
   
0.61
%
   
0.59
%
   
0.66
 
As of year end
   
0.62
     
0.59
     
0.60
 
 
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, 2017 and 2016, the Company had no outstanding borrowings with the Federal Home Loan Bank of New York.

Trustco Bank is approved to borrow on a short-term basis from the Federal Reserve Bank of New York. The Bank can pledge certain securities to the Federal Reserve Bank to support this arrangement. As of December 31, 2017 and 2016, the Bank had no outstanding borrowings and loans 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,
 
   
2017
   
2016
   
2015
 
Current tax expense:
                 
Federal
 
$
26,510
   
$
20,904
     
19,864
 
State
   
2,221
     
1,524
     
1,647
 
Total current tax expense
   
28,731
     
22,428
     
21,511
 
Enactment of Federal Tax Reform
   
5,054
     
-
     
-
 
Deferred tax  (benefit) expense
   
(183
)
   
3,261
     
3,011
 
Total income tax expense
 
$
33,602
   
$
25,689
     
24,522
 
 
Page 68 of 106

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2017 and 2016, are as follows:
 
   
December 31,
 
(dollars in thousands)
 
2017
   
2016
 
   
Deductible
temporary
differences
   
Deductible
temporary
differences
 
Benefits and deferred remuneration
 
$
(4,087
)
 
$
(5,474
)
Difference in reporting the allowance for loan losses, net
   
12,002
     
18,117
 
Other income or expense not yet reported for tax purposes
   
(327
)
   
129
 
Depreciable assets
   
(325
)
   
(638
)
Net deferred tax asset at end of year
   
7,263
     
12,134
 
Net deferred tax asset at beginning of year
   
12,134
     
15,395
 
Enactment of Federal Tax Reform
   
5,054
     
-
 
Deferred tax expense
 
$
(183
)
 
$
3,261
 
 
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 $7.3 million and $12.1 million at December 31, 2017 and 2016, respectively, will be realized.

In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $2.3 million and $4.4 million at December 31, 2017 and 2016, respectively, relating to the net unrealized losses on securities available for sale and deferred tax (liabilities) assets of ($1.2) million and ($339) thousand at December 31, 2017 and 2016, respectively, as a result of changes in the unrecognized overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive loss.

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,
 
   
2017
   
2016
   
2015
 
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
   
1.6
     
1.8
     
1.8
 
Enactment of Tax Reform
   
6.6
                 
Other items
   
0.7
     
0.9
     
-
 
Effective income tax rate
   
43.8
%
   
37.6
     
36.7
 
 
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.
 
Page 69 of 106

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 2017, 2016, and 2015, 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 2014 through 2017 remain open to examination.

On December 22, 2017 H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Act”), was signed into law. The Act includes many provisions that will affect our income tax expense, including reducing our federal tax rate from 35% to 21%, effective January 1, 2018. As a result of this rate reduction, we are required to re-measure, through income tax expense in the period of enactment, our deferred tax assets and liabilities using the enacted rate at which we expect them to be recovered or settled. The re-measurement of our net deferred tax asset resulted in additional 2017 income tax expense of $5.1 million.

Also on December 22, 2017, the U.S. Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (“SAB 118”) to address any uncertainty or diversity of views in practice in accounting for the income tax effect of the Act in situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete this accounting in the reporting period that includes the enactment date. SAB 118 allows for a measurement period, not to extend beyond one year of the Act’s enactment date, to complete the necessary accounting.

The Company recorded provisional amounts of deferred income taxes using reasonable estimates in two areas where the information necessary to determine the final deferred tax asset or liability was either not available, not prepared, or, not sufficiently analyzed as of the report filing date: 1) The Company’s deferred tax liability for temporary differences between the tax and financial reporting bases of fixed assets is awaiting completion and implementation of software updates to process the calculations associated with the Act’s provisions allowing for 100% bonus depreciation on fixed assets placed in service after September 27, 2017. 2) Our deferred tax asset for temporary difference associated with accrued compensation is awaiting final determinations of amounts that will be paid on or before March 15, 2018 and deducted on the 2017 income tax returns.

In a third area, The Company made no adjustments to deferred tax assets representing future deductions for accrued compensation that may be subject to new limitations under Internal Revenue Code Section 162(m) which, generally, limits, the annual deduction for certain compensation paid to certain employees to $1 million. As of the report filing date, there is uncertainty regarding how the newly-enacted rules in this area apply to existing contracts. Consequently, The Company is seeking further clarification of these matters before completing the analysis.

The Company will complete and record the income tax effects of these provisional items during the period necessary information becomes available. This measurement period will not extend beyond December 22, 2018.

(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.
 
Page 70 of 106

The following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2017 and 2016:

Change in Projected Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2017
   
2016
 
Projected benefit obligation at beginning of year
 
$
30,730
     
30,889
 
Service cost
   
42
     
61
 
Interest cost
   
1,303
     
1,371
 
Benefit payments and expected expenses
   
(2,050
)
   
(1,782
)
Net actuarial loss
   
1,194
     
191
 
Projected benefit obligation at end of year
 
$
31,219
     
30,730
 

Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2017
   
2016
 
Fair Value of plan assets at beginning of year
 
$
43,100
     
41,677
 
Actual gain on plan assets
   
6,169
     
3,187
 
Benefit payments and actual expenses
   
(2,042
)
   
(1,764
)
Fair value of plan assets at end of year
   
47,227
     
43,100
 
                 
Funded status at end of year
 
$
16,008
     
12,370
 
 
Amounts recognized in accumulated other comprehensive loss consist of the following as of:

   
December 31,
 
   
2017
   
2016
 
Net actuarial  loss
 
$
2,972
     
5,279
 
 
The accumulated benefit obligation was $31.2 million and $30.7 million at December 31, 2017 and 2016, respectively.

 Components of Net Periodic Pension Income and Other Amounts Recognized in Other Comprehensive (Loss) Income:
 
Page 71 of 106

Components of Net Periodic Pension (Credit) Expense and Other Amounts
Recognized in Other Comprehensive Income:
 
(dollars in thousands)
 
 
For the years ended
December 31,
 
   
2017
   
2016
   
2015
 
Service cost
 
$
42
     
61
     
60
 
Interest cost
   
1,303
     
1,371
     
1,329
 
Expected return on plan assets
   
(2,742
)
   
(2,648
)
   
(2,735
)
Amortization of net loss
   
67
     
184
     
210
 
Net periodic pension credit
   
(1,330
)
   
(1,032
)
   
(1,136
)
Amortization of net loss
   
(67
)
   
(184
)
   
(210
)
                         
Net actuarial (gain) loss included in other comprehensive (loss) income
   
(2,240
)
   
(367
)
   
(109
)
                         
Total recognized in other comprehensive loss
   
(2,307
)
   
(551
)
   
(319
)
Total recognized in net periodic benefit (credit) cost and other comprehensive (loss) income
 
$
(3,637
)
   
(1,583
)
   
(1,455
)
 
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 $67 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
 
2018
 
$
1,773
 
2019
   
1,802
 
2020
   
1,839
 
2021
   
1,894
 
2022
   
1,875
 
2023 - 2027
   
9,327
 
 
The assumptions used to determine benefit obligations at December 31 are as follows:

   
2017
   
2016
   
2015
 
Discount rate
   
3.93
%
   
4.41
     
4.55
 
                         
 
The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2017
   
2016
   
2015
 
Discount rate
   
4.41
%
   
4.55
     
4.03
 
Expected long-term rate of return on assets
   
6.50
     
6.50
     
6.50
 
 
Page 72 of 106

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, 2017 and 2016. 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 $1.1 million, $1.0 million, and $1.0 million, in 2017, 2016, and 2015, 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 short-term investments in the Consolidated Statements of Condition. As of December 31, 2017 and 2016, 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.

The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2017 and 2016:
 
Page 73 of 106

Change in Accumulated Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2017
   
2016
 
Accumulated benefit obligation at beginning of year
 
$
5,120
     
5,434
 
Service cost
   
103
     
116
 
Interest cost
   
218
     
221
 
Benefits paid
   
(93
)
   
(70
)
Net actuarial loss (gain)
   
265
     
(581
)
Accumulated benefit obligation at end of year
 
$
5,613
     
5,120
 
 
Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2017
   
2016
 
           
Fair value of plan assets at beginning of year
 
$
20,338
     
19,238
 
Actual gain on plan assets
   
2,611
     
1,104
 
Company contributions
   
66
     
66
 
Benefits paid
   
(93
)
   
(70
)
Fair value of plan assets at end of year
   
22,922
     
20,338
 
                 
Funded status at end of year
 
$
17,309
     
15,218
 
 
 
December 31,
 
Amounts recognized in accumulated other comprehensive loss consist of the following as of:
 
2017
   
2016
 
Net actuarial gain
 
$
(5,810
)
   
(4,581
)
Prior service credit
   
(1,636
)
   
(1,547
)
Total
 
$
(7,446
)
   
(6,128
)
 
The accumulated benefit obligation was $5.6 million and $5.1 million at December 31, 2017 and 2016, respectively.
 
Page 74 of 106

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

   
For the years ended
December 31,
 
(dollars in thousands)
 
2017
   
2016
   
2015
 
Service cost
 
$
103
   
$
116
     
165
 
Interest cost
   
218
     
221
     
268
 
Expected return on plan assets
   
(761
)
   
(720
)
   
(722
)
Amortization of net actuarial gain
   
(356
)
   
(274
)
   
(140
)
Amortization of prior service cost
   
90
     
90
     
90
 
Net periodic benefit credit
   
(706
)
   
(567
)
   
(339
)
                         
Net (gain) loss
   
(1,584
)
   
(966
)
   
(602
)
Amortization of prior service cost
   
(90
)
   
(90
)
   
(90
)
Amortization of net gain
   
356
     
274
     
140
 
Total amount recognized in other comprehensive (loss) income
   
(1,318
)
   
(782
)
   
(552
)
                         
Total amount recognized in net periodic benefit cost and other comprehensive (loss) income
 
$
(2,024
)
 
$
(1,349
)
   
(891
)
 
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 $355 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
 
       
2018
   
98
 
2019
   
112
 
2020
   
117
 
2021
   
146
 
2022
   
158
 
2023 - 2027
   
1,040
 
 
The discount rate assumption used to determine benefit obligations at December 31 is as follows:
 
   
2017
   
2016
   
2015
 
Discount rate
   
3.93
%
   
4.41
%
   
4.55
 
 
The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:

   
2016
   
2015
   
2014
 
Discount rate
   
4.41
%
   
4.55
%
   
4.03
 
Expected long-term rate of return on assets, net of tax
   
3.75
     
3.75
     
3.75
 
 
Page 75 of 106

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.

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 2017 and thereafter. A one percentage point increase in the assumed health care cost in each year would have an approximate $1.2 million impact on the accumulated postretirement benefit obligation as of December 31, 2017, while a 1% decrease would have an approximate ($907) thousand impact. The impact on the interest and service components of net periodic postretirement benefit credit for the year ended December 31, 2017 would be $68 thousand for a one percentage point increase and ($53) 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, 2017 and 2016, respectively:

(dollars in thousands)
                 
   
December 31, 2017
 
   
Retirement
Plan
   
Post-
Retirement
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
(2,240
)
   
(1,584
)
   
(3,824
)
Amortization of net actuarial (loss) gain
   
(67
)
   
356
     
289
 
Amortization of prior service cost
   
-
     
(90
)
   
(90
)
Total
 
$
(2,307
)
   
(1,318
)
   
(3,625
)

    
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 gain (loss)
   
(184
)
   
274
     
90
 
Amortization of prior service credit
   
-
     
(90
)
   
(90
)
Total
 
$
(551
)
   
(782
)
   
(1,333
)
 
Page 76 of 106

(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
 
   
2017
   
2016
   
2017
   
2016
 
Debt Securities
   
29
%
   
31
     
34
     
33
 
Equity Securities
   
69
     
64
     
64
     
62
 
Other
   
2
     
5
     
2
     
6
 
Total
   
100
%
   
100
     
100
     
100
 
 
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, 2017and 2016, by asset category, is as follows:
 
Page 77 of 106

Retirement Plan
 
         
Fair Value Measurements at
December 31, 2017 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
 
$
1,034
     
1,034
     
-
     
-
 
Equity mutual funds
   
32,509
     
32,509
     
-
     
-
 
U.S. government sponsored enterprises
   
6,920
     
-
     
6,920
     
-
 
Corporate bonds
   
6,163
     
-
     
6,163
     
-
 
Fixed income mutual funds
   
601
     
601
     
-
     
-
 
                                 
Total Plan Assets
 
$
47,227
     
34,144
     
13,083
     
-
 
 
Postretirement Benefits
 
         
Fair Value Measurements at
December 31, 2017 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
 
$
409
     
406
     
-
     
-
 
Equity mutual funds
   
14,703
     
14,703
     
-
     
-
 
U.S. government sponsored enterprises
   
3,512
     
-
     
3,512
     
-
 
Corporate bonds
   
3,610
     
-
     
3,610
     
-
 
State and political subdivisions
   
688
     
-
     
688
     
-
 
                                 
Total Plan Assets
 
$
22,922
     
15,112
     
7,810
     
-
 
 
Page 78 of 106

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
     
-
 
 
At December 31, 2017 and 2016, 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 2017 and 2016.

The Company made no contributions to its pension and postretirement benefit plans in 2017 or 2016. The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2018.

(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 2017, 2016 or 2015 but were replaced with Company contributions to the 401(k) feature of the plan. Expenses related to the plan aggregated $1.0 million for 2017, $986 thousand in 2016 and $944 thousand in 2015.
 
Page 79 of 106

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 $1.9 million, $1.7 million and $715 thousand in 2017, 2016 and 2015, respectively.

The Company has also awarded 1.5 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, 2017, the weighted average strike price of each unit was $8.81.

(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.

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, 2017 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, 2017
   
2,084,041
   
$
7.57
   
New options awarded - 2017
   
-
     
-
   
Expired options - 2017
   
(553,000
)
   
-
   
Options forfeited-2017
   
(4,000
)
   
-
   
Exercised options - 2017
   
(784,100
)
   
6.68
   
Balance, December 31, 2017
   
742,941
   
$
6.78
 
5.8 years
 
   
Exercisable Options
                      
Balance, December 31, 2017
   
531,641
   
$
6.77
 
5.2 years
 
At December 31, 2017, the intrinsic value of outstanding stock options and vested stock options was approximately $1.6 million and $1.2 million, respectively. The Company expects all unvested options to vest according to plan provisions.

During 2017, 2016 and 2015, options for 784 thousand, 241 thousand and 28 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.
 
Page 80 of 106

Unrecognized stock-based compensation expense related to non-vested stock options totaled $184 thousand at December 31, 2017. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 2.17 years. Income tax benefits recognized in the accompanying Consolidated Statements of Income related to stock-based compensation was approximately $788 thousand.

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 Company did not grant new stock option awards in 2017.

During 2017, 2016 and 2015, the Company recognized $150 thousand, $224 thousand and $204 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 2017, 2016 and 2015.

The activity for service-based awards during 2017 was as follows:

Restricted share units
 
   
Outstanding
Units
 
       
Balance, December 31, 2016
   
215,050
 
New awards granted
   
70,650
 
Forfeited awards
   
(9,200
)
Awards settled
   
(63,400
)
Balance, December 31, 2017
   
213,100
 

Service-Based Awards: officers During 2017, 2016 and 2015, 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. The awards vest in whole units in equal installments from the first through the third year following the award date, beginning November 21, 2018. The 2016 and 2015 awards 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 2017, 2016 and 2015, the Company recognized $633 thousand, $610 thousand and $324 thousand, respectively, in stock-based compensation expense related to these awards. Unrecognized stock-based compensation expense related to the outstanding restricted share units totaled $1.2 million at December 31, 2017.  During 2017, awards granted in 2014 became fully vested and settled.  Awards granted after 2014 were unvested at December 31, 2017.  The weighted average period over which the unrecognized expense is expected to be recognized was approximately 26 months as of December 31, 2017.

The liability related to service-based liability awards totaled $749 thousand and $687 thousand at December 31, 2017 and 2016, respectively.
 
Page 81 of 106

The activity for performance-based awards during 2017 was as follows:

Performance share units

   
Outstanding
Units
 
       
Balance, December 31, 2016
   
357,000
 
New awards granted
   
94,600
 
Awards settled
   
(81,500
)
Balance, December 31, 2017
   
370,100
 

Performance Based Awards: During 2017, 2016 and 2015, 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 2014, those have been fully vested and unpaid. For units granted subsequent to 2014, all of the units are unvested as of December 31, 2017 and the company expects to meet the required performance criteria of the awards.

During 2017, 2016 and 2015, the Company recognized approximately $1.2 million, $23 thousand and ($48) 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 $1.9 million at December 31, 2017.  At December 31, 2017, the units awarded in 2014 were fully vested and unpaid. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 24 months as of December 31, 2017.

The liability related to performance based liability awards totaled $1.5 million and $323 thousand at December 31, 2017 and 2016, respectively.

(i) Stock and Liability Based Compensation Expense

Total compensation expense totaled $1.9 million, $857 thousand and $480 thousand in 2017, 2016 and 2015, respectively, related to awards under the Company’s equity-based compensation plans.

Of the $1.9 million of stock based compensation expense recognized in 2017, $1.8 million related to liability awards as they may be settled in cash instead of shares, while the remaining $151 thousand related to equity awards

Of the $857 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.

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 and 2015 was approximately $343 thousand and $192 thousand, respectively.
 
Page 82 of 106

(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.

(dollars in thousands)
     
2018
 
$
7,267
 
2019
   
7,178
 
2020
   
6,916
 
2021
   
6,720
 
2022
   
5,913
 
2023 and after
   
31,803
 
   
$
65,797
 

(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 $6.4 million for 2017, $6.2 million for 2016 and $5.9 million in 2015. The Company is contractually obligated to pay these third-party service providers approximately $6 to $7 million per year through 2025.

(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, 2017, 2016 and 2015, the Company no longer has any unvested awards that would be considered participating securities.
 
Page 83 of 106

A reconciliation of the component parts of earnings per share for 2017, 2016 and 2015 follows:
 
(dollars in thousands,
except per share data)
                 
   
2017
   
2016
   
2015
 
For the years ended
                 
December 31:
                 
Net income
 
$
43,145
     
42,601
     
42,238
 
Less: Net income allocated to participating securities
   
-
     
-
     
-
 
Net income allocated to common shareholders
 
$
43,145
     
42,601
     
42,238
 
Weighted average common shares outstanding including participating securities
   
96,111
     
95,548
     
95,103
 
Less: Participating securities
   
-
     
-
     
-
 
Weighted average common shares
   
96,111
     
95,548
     
95,103
 
Effect of Dilutive Securities:
                       
Stock Options
   
111
     
100
     
110
 
Weighted average common shares including potential dilutive shares
   
96,222
     
95,648
     
95,213
 
                         
Basic EPS
 
$
0.449
     
0.446
     
0.444
 
Diluted EPS
 
$
0.448
     
0.445
     
0.444
 

For the year ended December 31, 2017, there were no antidilutive stock options excluded from diluted earnings per share. For the year ended December 31, 2016 and 2015, the weighted average number of antidilutive stock options excluded from diluted earnings per share were approximately 1.4 million. 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, 2017 and 2016, was $414.3 million and $462.5 million, respectively. Approximately 80% of these commitments were for variable rate products at the end of 2017 and 2016.

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 $3.8 million and $4.6 million at December 31, 2017 and 2016, 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, 2017 and 2016 was insignificant.

No losses are anticipated as a result of loan commitments or standby letters of credit.
 
Page 84 of 106

(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.

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.
 
Page 85 of 106

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

   
Fair Value Measurements at
December 31, 2017 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
 
$
137,851
     
-
   
$
137,851
     
-
 
State and political subdivisions
   
525
     
-
     
525
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
315,983
     
-
     
315,983
     
-
 
Corporate bonds
   
40,162
     
-
     
40,162
     
-
 
Small Business Administration- guaranteed participation securities
   
67,059
     
-
     
67,059
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
9,700
     
-
     
9,700
     
-
 
Other
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
571,965
   
$
35
   
$
571,930
   
$
-
 


   
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)
                       
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
   
$
-
 

There were no transfers between Level 1 and Level 2 in 2017 and 2016.
 
Page 86 of 106

Assets measured at fair value on a non-recurring basis are summarized below:

   
Fair Value Measurements at
December 31, 2017 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
 
$
3,246
   
$
-
   
$
-
   
$
3,246
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
1% - 14% (7
%)
Impaired loans:
                                             
Commercial real estate
           
-
     
-
     
-
 
Sales comparison approach
 
Adjustments for differences between comparable sales
       
Real estate mortgage - 1 to 4 family
   
844
     
-
     
-
     
844
 
Sales comparison approach
 
Adjustments for differences between comparable sales
   
5% - 14% (10
%)

   
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
%)

Other real estate owned, which is carried at fair value less costs to sell, was approximately $3.2 million at December 31, 2017, and consisted of $541 thousand of commercial real estate and $2.7 million of residential real estate properties. A valuation charge of $1.1 million is included in earnings for the year ended December 31, 2017.

Of the total impaired loans of $24.1 million at December 31, 2017, $844 thousand 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, 2017. Gross charge-offs related to residential impaired loans included in the table above amounted to $151 thousand.

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.
 
Page 87 of 106

In accordance with ASC 825, the carrying amounts and estimated fair values of financial instruments at December 31, 2017 and 2016 are as follows:

(dollars in thousands)
 
Carrying
   
Fair Value Measurements at
December 31, 2017 Using:
 
     
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
612,740
     
612,740
     
-
     
-
     
612,740
 
Securities available for sale
   
571,965
     
35
     
571,930
     
-
     
571,965
 
Held to maturity securities
   
27,551
     
-
     
28,701
     
-
     
28,701
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
8,779
     
N/A
     
N/A
     
N/A
     
N/A
 
Net loans
   
3,592,237
     
-
     
-
     
3,598,213
     
3,598,213
 
Accrued interest receivable
   
11,441
     
243
     
2,440
     
8,758
     
11,441
 
Financial liabilities:
                                       
Demand deposits
   
398,399
     
398,399
     
-
     
-
     
398,399
 
Interest bearing deposits
   
3,774,927
     
2,707,961
     
1,076,213
     
-
     
3,784,174
 
Short-term borrowings
   
242,991
     
-
     
242,991
     
-
     
242,991
 
Accrued interest payable
   
537
     
77
     
460
     
-
     
537
 

(dollars in thousands)
 
Carrying
   
Fair Value Measurements at
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
 

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

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.
 
Page 88 of 106

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, 2017, the Company and Bank meet all capital adequacy requirements to which they are subject.
 
Page 89 of 106

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, 2017 and December 31, 2016, 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, 2017 and 2016, for Trustco Bank:

(dollars in thousands)
 
As of December 31, 2017
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized(1)
   
Capitalized(1)(2)
 
                         
Tier 1 leverage ratio
 
$
444,931
     
9.152
%
   
5.000
%
   
4.000
%
Common equity Tier 1 capital
   
444,931
     
17.460
     
6.500
     
5.750
 
Tier 1 risk-based capital
   
444,931
     
17.460
     
8.000
     
7.250
 
Total risk-based capital
   
476,942
     
18.720
     
10.000
     
9.250
 

(dollars in thousands)
 
As of December 31, 2016
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized(1)
   
Capitalized(1)
 
                         
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
 

(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 1.25 percent
 
The following is a summary of actual capital amounts and ratios as of December 31, 2017 and 2016 for TrustCo on a consolidated basis.


(dollars in thousands)
 
As of December 31, 2017
   
Minimum for
 
   
Amount
   
Ratio
   
Capital Adequacy plus
Capital Conservation
Buffer(1)(2)
 
                   
Tier 1 leverage ratio
 
$
459,561
     
9.449
%
   
4.000
%
Common equity Tier 1 capital
   
459,561
     
18.020
     
5.750
 
Tier 1 risk-based capital
   
459,561
     
18.020
     
7.250
 
Total risk-based capital
   
491,590
     
19.280
     
9.250
 

(dollars in thousands)
 
As of December 31, 2016
   
Minimum for
 
   
Amount
   
Ratio
   
Capital Adequacy plus
Capital Conservation
Buffer(1)(2)
 
                   
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
 
 
(1) Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2) The December 31, 2017 and 2016 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a transition capital conservation buffer of 1.25 percent, and 0.625 percent respectively.
 
Page 90 of 106

(15) Accumulated Other Comprehensive Loss

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

 The following represents the reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2017,2016 and 2015:

    For the year ended 12/31/17  
(dollars in thousands)
 
Balance at
12/31/2016
   
Other
comprehensive
income (loss) -
before
reclassifications
   
Amount
reclassified
from accumulated
other comprehensive
loss
   
Other
comprehensive
income (loss) -
year
ended 12/31/2017
   
Balance at
12/31/2017
 
                               
Net unrealized holding loss on securities available for sale, net of tax
 
$
(6,762
)
   
1,732
           
1,732
     
(5,030
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
42
     
3,012
     
-
     
3,012
     
3,054
 
Net change in net actuarial loss and prior service cost on pension and postretirement benefit plans, net of tax
   
469
     
-
     
(299
)
   
(299
)
   
170
 
                                         
Accumulated other comprehensive loss, net of tax
   
(6,251
)
   
4,744
     
(299
)
   
4,445
     
(1,806
)

   
For the year ended 12/31/16
 
(dollars in thousands)
 
Balance at
12/31/2014
   
Other
comprehensive
(loss) income -
before
reclassifications
   
Amount
reclassified
from accumulated
other comprehensive
loss
   
Other
comprehensive
(loss) income -
year
ended 12/31/2016
   
Balance at
12/31/2016
 
                               
Net unrealized holding gain (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 credit 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
 
(dollars in thousands)
 
Balance at
12/31/2014
   
Other
comprehensive
(loss) income -
before
reclassifications
   
Amount
reclassified
from accumulated
other comprehensive
loss
   
Other
comprehensive
(loss) Income-
year
ended 12/31/2015
   
Balance at
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
)
 
Page 91 of 106

(dollars in thousands)
 
Years Ended
December 31,
 
Affected Line Item
   
2017
   
2016
   
2015
 
in Financial Statements
Unrealized gains on securities available for sale
                      
                          
Realized gain on securities transactions
 
$
-
     
668
     
251
 
Net gain on securities transactions
Income tax expense
   
-
     
(267
)
   
(100
)
Income taxes
Net of tax
   
-
     
401
     
151
   
                                
Amortization of pension and postretirement benefit items
                            
                                
Amortization of net actuarial gain (loss)
   
289
     
90
     
(70
)
Salaries and employee benefits
Amortization of prior service cost
   
(90
)
   
(90
)
   
(90
)
Salaries and employee benefits
Income tax benefit
   
100
     
-
     
63
 
Income taxes
Net of tax
   
299
     
-
     
(97
)
 
                                
Total reclassifications, net of tax
 
$
299
     
401
     
54
   

(16) 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. As noted above, the OCC has terminated the formal agreement with the Bank effective February 7, 2018. As a result of the termination of the agreement, the Bank will not be required to obtain prior OCC approval of proposed dividend payments to the Company, although the Bank will be required to provide prior notice of intended dividends to the Federal Reserve Board and the OCC.
 
 (17) 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: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. 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 issued 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 company has completed the evaluation of the ASU and discovered that a majority of the revenue contracts are not applicable and those that were determined applicable are not material to the financial statements.

The company has completed the evaluation of the ASU and determined that a majority of the revenue line items are not applicable for the ASU.

Wealth Management products and services were evaluated and determined within scope of the ASU requiring the Company to treat services within wealth management contracts as a single performance obligation. The effects of this requirement would not lead to significantly different recognition and measurement outcomes when compared to current accounting practices.
 
Page 92 of 106

Service charges on deposit accounts and gains on sales of Other Real Estate Owned were evaluated and determined within scope of the ASU, however, would not lead to significantly different recognition and measurement outcomes when compared to current accounting practices.

For those revenue items that were determined within scope, the Company has determined the ASU will not have a significant impact to revenue recognition policies and will not have a material impact on the financial statements upon adoption.

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 and the Company will be making enhanced disclosures for fair value of financial instruments (primarily loans) to comply with the exit price notion as required under the ASU beginning March 31, 2018.
 
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 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.

In February 2018, the FASB issued ASU 2018-02,  “Income statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” which will allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.  These amendments are effective for all entities for fiscal years beginning after December 15, 2018.  For Interim periods within those fiscal years, early adoption of the amendment is permitted including public business entities for reporting periods for which financial statements have not yet been issued. The Company intends to early adopt the ASU in the first quarter of 2018 and will reclassify the stranded tax effect in accumulated other comprehensive income to retained earnings in the period ended March 31, 2018.
 
Page 93 of 106

(18) 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:
 
2017
   
2016
   
2015
 
                   
Dividends and interest from subsidiaries
 
$
24,510
     
24,498
     
24,501
 
Net gain on securities transactions
   
-
     
-
     
-
 
Miscellaneous income
   
-
     
-
     
-
 
Total income
   
24,510
     
24,498
     
24,501
 
Expense:
                       
Operating supplies
   
26
     
21
     
33
 
Professional services
   
122
     
461
     
577
 
Miscellaneous expense
   
2,573
     
1,258
     
664
 
Total expense
   
2,721
     
1,740
     
1,274
 
Income before income taxes and subsidiaries' undistributed earnings
   
21,789
     
22,758
     
23,227
 
Income tax benefit
   
(1,171
)
   
(578
)
   
(405
)
Income before subsidiaries' undistributed earnings
   
22,960
     
23,336
     
23,632
 
Equity in undistributed earnings of subsidiaries
   
20,185
     
19,265
     
18,606
 
Net income
 
$
43,145
     
42,601
     
42,238
 
Change in other comprehensive income (loss)
   
4,445
     
(1,470
)
   
(272
)
Comprehensive income
 
$
47,590
     
41,131
     
41,966
 

Statements of Condition
           
(dollars in thousands)
 
December 31,
 
Assets:
 
2017
   
2016
 
Cash in subsidiary bank
 
$
21,773
     
19,886
 
Investments in subsidiaries
   
443,692
     
419,075
 
Securities available for sale
   
35
     
35
 
Other assets
   
771
     
824
 
Total assets
   
466,271
     
439,820
 
Liabilities and shareholders' equity:
               
Accrued expenses and other liabilities
   
7,964
     
7,134
 
Total liabilities
   
7,964
     
7,134
 
Shareholders' equity
   
458,307
     
432,686
 
Total liabilities and shareholders' equity
 
$
466,271
     
439,820
 
 
Page 94 of 106

Statements of Cash Flows
                 
                   
(dollars in thousands)
 
Years Ended December 31,
 
   
2017
   
2016
   
2015
 
Increase/(decrease) in cash and cash equivalents:
                 
Cash flows from operating activities:
                 
Net income
 
$
43,145
     
42,601
     
42,238
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Equity in undistributed earnings of subsidiaries
   
(20,185
)
   
(19,265
)
   
(18,606
)
Stock based compensation expense
   
150
     
224
     
204
 
Net change in other assets and accrued expenses
   
853
     
(196
)
   
(140
)
Total adjustments
   
(19,182
)
   
(19,237
)
   
(18,542
)
Net cash provided by operating activities
   
23,963
     
23,364
     
23,696
 
Cash flows from financing activities:
                       
Proceeds from exercise of stock options
   
5,236
     
1,368
     
147
 
Dividends paid
   
(25,184
)
   
(25,055
)
   
(24,937
)
Payments to acquire treasury stock
   
(4,608
)
   
(701
)
   
(147
)
Proceeds from sales of treasury stock
   
2,480
     
2,447
     
2,670
 
                       
Net cash used in financing activities
   
(22,076
)
   
(21,941
)
   
(22,267
)
 
                       
Net increase in cash and cash equivalents
   
1,887
     
1,423
     
1,429
 
                         
Cash and cash equivalents at beginning of year
   
19,886
     
18,463
     
17,034
 
                         
Cash and cash equivalents at end of year
 
$
21,773
     
19,886
     
18,463
 
 
Page 95 of 106

Branch Locations

New York
   
     
Airmont Office
Brunswick Office
East Greenbush Office
327 Route 59 East
740 Hoosick Rd.
501 Columbia Tpk.
Airmont, NY
Troy, NY
Rensselaer, NY
Telephone: (845) 357-2435
Telephone: (518) 272-0213
Telephone: (518) 479-7233
     
Altamont Ave. Office
Campbell West Plaza Office
Elmsford Office
1400 Altamont Ave.
141 West Campbell Rd.
100 Clearbrook Rd.
Schenectady, NY
Rotterdam, NY
Elmsford, NY
Telephone: (518) 356-1317
Telephone: (518) 377-2393
Telephone: (914) 345-1808
     
Altamont Ave. West Office
Central Ave. Office
Exit 8/Crescent Rd. Office
1900 Altamont Ave.
40 Central Ave.
1532 Crescent Rd.
Rotterdam, NY
Albany, NY
Clifton Park, NY
Telephone: (518) 355-1900
Telephone: (518) 426-7291
Telephone: (518) 383-0039
     
Amsterdam Office
Chatham Office
Exit 11 Office
4931 Route 30
193 Hudson Ave.
43 Round Lake Rd.
Amsterdam, NY
Chatham, NY
Ballston Lake, NY
Telephone: (518) 842-5459
Telephone: (518) 392-0031
Telephone: (518) 899-1558
     
Ardsley Office
Clifton Country Road Office
Fishkill Office
33-35 Center St.
7 Clifton Country Rd.
1545 Route 52
Ardsley, NY
Clifton Park, NY
Fishkill, NY
Telephone: (914) 693-3254
Telephone: (518) 371-5002
Telephone: (845) 896-8260
     
Ballston Spa Office
Clifton Park Office
Freemans Bridge Rd. Office
235 Church Ave.
1026 Route 146
1 Sarnowski Dr.
Ballston Spa, NY
Clifton Park, NY
Glenville, NY
Telephone: (518) 885-1561
Telephone: (518) 371-8451
Telephone: (518) 344-7510
     
Balltown Road Office
Cobleskill Office
Glenmont Office
1475 Balltown Rd.
104 Merchant Pl.
380 Route 9W
Niskayuna, NY
Cobleskill, NY
Glenmont, NY
Telephone: (518) 377-2460
Telephone: (518) 254-0290
Telephone: (518) 449-2128
     
Brandywine Office
Colonie Office
Glens Falls Office
1048 State St.
1818 Central Ave.
100 Glen St.
Schenectady, NY
Albany, NY
Glens Falls, NY
Telephone: (518) 346-4295
Telephone: (518) 456-0041
Telephone: (518) 798-8131
     
Briarcliff Manor Office
Crestwood Plaza Office
Greenwich Office
75 North State Rd.
415 Whitehall Rd.
131 Main St.
Briarcliff Manor, NY
Albany, NY
Greenwich, NY
Telephone: (914) 762-7133
Telephone: (518) 482-0693
Telephone: (518) 692-2233
     
Bronxville Office
Delmar Office
Guilderland Office
5-7 Park Place
167 Delaware Ave.
3900 Carman Rd.
Bronxville, NY
Delmar, NY
Schenectady, NY
Telephone: (914) 771-4180
Telephone: (518) 439-9941
Telephone: (518) 355-4890
 
Page 96 of 106

Branch Locations (continued)
 
Halfmoon Office
Loudon Plaza Office
Mt. Kisco Office
215 Guideboard Rd.
372 Northern Blvd.
222 East Main St.
Country Dollar Plaza
Albany, NY
Mt. Kisco, NY
Halfmoon, NY
Telephone: (518) 462-6668
Telephone: (914) 666-2362
Telephone: (518) 371-0593
   
 
Madison Ave. Office
New City Office
Hartsdale Office
1084 Madison Ave.
20 Squadron Blvd.
220 East Hartsdale Ave.
Albany, NY
New City, NY
Hartsdale, NY
Telephone: (518) 489-4711
Telephone: (845) 634-4571
Telephone: (914) 722-2640
   
 
Mahopac Office
New Scotland Office
Highland Office
945 South Lake Blvd
301 New Scotland Ave.
3580 Route 9W
Mahopac, NY
Albany, NY
Highland, NY
Telephone: (845) 803-8066
Telephone: (518) 438-7838
Telephone: (845) 691-7023
   
 
Malta 4 Corners Office
Newton Plaza Office
Hoosick Falls Office
2471 Route 9
602 New Loudon Rd.
47 Main St.
Malta, NY
Latham, NY
Hoosick Falls, NY
Telephone: (518) 899-1056
Telephone: (518) 786-3687
Telephone: (518) 686-5352
   
 
Mamaroneck Office
Niskayuna-Woodlawn Office
Hudson Office
180-190 East Boston Post Rd.
3461 State St.
507 Warren St.
Mamaroneck, NY
Schenectady, NY
Hudson, NY
Telephone: (914) 777-3023
Telephone: (518) 377-2264
Telephone: (518) 828-9434
   
 
Mayfair Office
Northern Pines Road Office
Hudson Falls Office
286 Saratoga Rd.
649 Maple Ave.
3750 Burgoyne Ave.
Glenville, NY
Saratoga Springs, NY
Hudson Falls, NY
Telephone: (518) 399-9121
Telephone: (518) 583-2634
Telephone: (518) 747-0886
   
 
Mechanicville Office
Peekskill Office
Katonah Office
9 Price Chopper Plaza
20 Welcher Ave.
18 Woods Bridge Road
Mechanicville, NY
Peekskill, NY
Katonah, NY
Telephone: (518) 664-1059
Telephone: (914) 739-1839
Telephone: (914) 666-6230
   
 
Milton Office
Pelham Office
Kingston Office
2 Trieble Ave.
132 Fifth Ave.
1220 Ulster Ave.
Ballston Spa, NY
Pelham, NY
Kingston, NY
Telephone: (518) 885-0498
Telephone: (914) 632-1983
Telephone: (845) 336-5372
   
 
Monroe Office
Pomona Office
Lake George Office
791 Route 17M
1581 Route 202
2160 Route 9L
Monroe, NY
Pomona, NY
Lake George, NY
Telephone: (845) 782-1100
Telephone: (845) 354-0176
Telephone: (518) 668-2352
   
 
Mont Pleasant Office
Poughkeepsie Office
Latham Office
959 Crane St.
2656 South Rd.
1 Johnson Rd.
Schenectady, NY
Poughkeepsie, NY
Latham, NY
Telephone: (518) 346-1267
Telephone: (845) 485-6419
Telephone: (518) 785-0761
   
 
Page 97 of 106

Branch Locations (continued)
 
Queensbury Office
Slingerlands Office
Upper Union Street Office
118 Quaker Rd.
1569 New Scotland Rd.
1620 Union St.
Suite 1
Slingerlands, NY
Schenectady, NY
Queensbury, NY
Telephone: (518) 439-9352
Telephone: (518) 374-4056
Telephone: (518) 798-7226
   
 
South Glens Falls Office
Ushers Road Office
Red Hook Office
133 Saratoga Rd.
308 Ushers Rd.
4 Morgans Way
Suite 1
Ballston Lake, NY
Red Hook, NY
South Glens Falls, NY
Telephone: (518) 877-8069
Telephone: (845) 752-2224
Telephone: (518) 793-7668
 
   
Valatie Office
Rotterdam Office
State Farm Road Office
2929 Route 9
1416 Curry Rd.
2050 Western Ave.
Valatie, NY
Schenectady, NY
Guilderland, NY
Telephone: (518) 758-2265
Telephone: (518) 355-8330
Telephone: (518) 452-6913
 
   
Wappingers Falls Office
Route 2 Office
State St. Albany Office
1490 Route 9
201 Troy-Schenectady Rd.
112 State St.
Wappingers Falls, NY
Latham, NY
Albany, NY
Telephone: (845) 298-9315
Telephone: (518) 785-7155
Telephone: (518) 436-9043
 
   
Warrensburg Office
Route 7 Office
State St. Schenectady - Main Office
9 Lake George Plaza Rd.
1156 Troy-Schenectady Rd.
320 State St.
Lake George, NY
Latham, NY
Schenectady, NY
Telephone: (518) 623-3707
Telephone: (518) 785-4744
Telephone: (518) 381-3831
 
   
West Sand Lake Office
Saratoga Springs Office
Stuyvesant Plaza Office
3690 NY Route 43
34 Congress St.
Western Ave. at Fuller Rd.
West Sand Lake, NY
Saratoga Springs, NY
Albany, NY
Telephone: (518) 674-3327
Telephone: (518) 587-3520
Telephone: (518) 489-2616
 
   
Wilton Mall Office
Schaghticoke Office
Tanners Main Office
Route 50
2 Main St.
345 Main St.
Saratoga Springs, NY
Schaghticoke, NY
Catskill, NY
Telephone: (518) 583-1716
Telephone: (518) 753-6509
Telephone: (518) 943-2500
 
   
Wolf Road Office
Scotia Office
Tanners West Office
34 Wolf Rd.
123 Mohawk Ave.
238 West Bridge St.
Albany, NY
Scotia, NY
Catskill, NY
Telephone: (518) 458-7761
Telephone: (518) 372-9416
Telephone: (518) 943-5090
 
   
Wynantskill Office
Sheridan Plaza Office
Troy Office
134-136 Main St.
1350 Gerling St.
5th Ave. and State St.
Wynantskill, NY
Schenectady, NY
Troy, NY
Telephone: (518) 286-2674
Telephone: (518) 377-8517
Telephone: (518) 274-5420
 
 
Page 98 of 106

Branch Locations (continued)

Florida
   
     
Alafaya Woods Office
Curry Ford Road Office
Lady Lake Office
1500 Alafaya Trl.
3020 Lamberton Blvd., Suite 116
873 North US Highway 27/441
Oviedo, FL
Orlando, FL
Lady Lake, FL
Telephone: (407) 359-5991
Telephone: (407) 277-9663
Telephone: (352) 205-8893
     
Aloma Office
Curry Ford West Office
Lake Brantley Office
4070 Aloma Ave.
2838 Curry Ford Rd.
909 North SR 434
Winter Park, FL
Orlando, FL
Altamonte Springs, FL
Telephone: (407) 677-1969
Telephone: (407) 893-9878
Telephone: (407) 339-3396
     
Apollo Beach Office
Davenport Office
Lake Mary Office
205 Apollo Beach Blvd.
2300 Deer Creek Commons Ln.
350 West Lake Mary Blvd.
Apollo Beach, FL
Suite 600
Sanford, FL
Telephone: (813) 649-0460
Davenport, FL
Telephone: (407) 330-7106
 
Telephone: (863) 424-9493
 
Apopka Office
 
Lake Nona Office
1134 North Rock Springs Rd.
Dean Road Office
9360 Narcoossee Rd.
Apopka, FL
3920 Dean Rd.
Orlando, FL
Telephone: (407) 464-7373
Orlando, FL
(407) 801-7330
 
Telephone: (407) 657-8001
 
Avalon Park Office
 
Lake Square Office
3662 Avalon Park East Blvd.
Downtown Orlando Office
10105 Route 441
Orlando, FL
415 East Pine St.
Leesburg, FL
Telephone: (407) 380-2264
Orlando, FL
Telephone: (352) 323-8147
 
Telephone: (407) 422-7129
 
Bay Hill Office
 
Lee Road Office
6084 Apopka Vineland Road
East Colonial Office
1084 Lee Rd., Suite 11
Orlando, FL
12901 East Colonial Dr.
Orlando, FL
Telephone: (321) 251-1859
Orlando, FL
Telephone: (407) 532-5211
 
Telephone: (407) 275-3075
 
BeeLine Center Office
 
Lee Vista Office
10249 South John Young Pkwy.
Englewood Office
8288 Lee Vista Blvd., Suite E
Suite 101
2930 South McCall Rd.
Orlando, FL
Orlando, FL
Englewood, FL
Telephone: (321) 235-5583
Telephone: (407) 240-0945
Telephone: (941) 460-0601
 
   
Leesburg Office
Beneva Village Office
Gateway Commons Office
1330 Citizens Blvd., Suite 101
5950 South Beneva Road
1525 East Osceola Pkwy., Suite 120
Leesburg, FL
Sarasota, FL
Kissimmee, FL
Telephone: (352) 365-1305
Telephone: (941) 923-8269
Telephone: (407) 932-0398
 
   
Maitland Office
Bradenton Office
Goldenrod Office
9400 US Route 17/92, Suite 101
5858 Cortez Rd. West
7803 East Colonial Rd., Suite 107
Maitland, FL
Bradenton, FL
Orlando, FL
Telephone: (407) 332-6071
Telephone: (941) 792-2604
Telephone: (407) 207-3773
 
   
Melbourne Office
Colonial Drive Office
Juno Beach Office
2481 Croton Rd.
4301 East Colonial Dr.
14051 US Highway 1
Melbourne, FL
Orlando, FL
Juno Beach, FL
Telephone: (321) 752 0446
Telephone: (407) 895-6393
Telephone: (561) 630-4521
 
 
Page 99 of 106

Branch Locations (continued)

Metro West Office
Port Orange Office
Tuskawilla Road Office
2619 S. Hiawasee Rd.
3751 Clyde Morris Blvd.
1295 Tuskawilla Rd., Suite 10
Orlando, FL
Port Orange, FL
Winter Springs, FL
Telephone: (407) 293-1580
Telephone: (386) 322-3730
Telephone: (407) 695-5558
     
North Clermont Office
Rinehart Road Office
Venice Office
12302 Roper Blvd.
1185 Rinehart Rd.
2057 South Tamiami Trl.
Clermont, FL
Sanford, FL
Venice, FL
Telephone: (352) 243-2563
Telephone: (407) 268-3720
Telephone: (941) 496-9100
     
Orange City Office
Sarasota Office
Westwood Plaza Office
902 Saxon Blvd., Suite 101
2704 Bee Ridge Rd.
4942 West State Route 46
Orange City, FL
Sarasota, FL
Suite 1050
Telephone: (386) 775-1392
Telephone: (941) 929-9451
Sanford, FL
   
Telephone: (407) 321-4925
Ormond Beach Office
South Clermont Office
 
115 North Nova Rd.
16908 High Grove Blvd.
Windermere Office
Ormond Beach, FL
Clermont, FL
2899 Maguire Rd.
Telephone: (386) 256-3813
Telephone: (352) 243-9511
Windermere, FL
   
Telephone: (407) 654-0498
Osprey Office
Stuart Office
 
1300 South Tamiami Trl.
951 SE Federal Highway
Winter Garden Office
Osprey, FL
Stuart, FL
16118 Marsh Rd.
Telephone: (941) 918-9380
Telephone: (772) 286-4757
Winter Garden, FL
   
Telephone: (407) 654-4609
Oviedo Office
Sun City Center
 
1875 West County Rd. 419
4441 Sun City Center
Winter Haven Office
Suite 600
Sun City Center, FL
7476 Cypress Gardens Blvd. Southeast
Oviedo, FL
Telephone: (813) 633-1468
Winter Haven, FL
Telephone: (407) 365-1145
 
Telephone: (863) 326-1918
 
Sweetwater Office
 
Pleasant Hill Commons Office
671 North Hunt Club Rd.
Winter Springs Office
3307 South Orange Blossom Trl.
Longwood, FL
851 East State Route 434
Kissimmee, FL
Telephone: (407) 774-1347
Winter Springs, FL
Telephone: (407) 846-8866
 
Telephone: (407) 327-6064
 
Page 100 of 106

Branch Locations (continued)

Massachusetts
New Jersey
Vermont
     
Allendale Office
Northvale Office
Bennington Office
5 Cheshire Rd.
220 Livingston St.
215 North St.
Suite 18
Northvale, NJ
Bennington, VT
Pittsfield, MA
Telephone: (201) 750-1501
Telephone: (802) 447-4952
Telephone: (413) 236-8400
   
 
Ramsey Office
 
Great Barrington Office
385 North Franklin Tpk.
 
326 Stockbridge Rd.
Ramsey, NJ
 
Great Barrington, MA
Telephone: (201) 934-1429
 
Telephone: (413) 644-0054
   
     
Lee Office
   
43 Park St.
   
Lee, MA
   
Telephone: (413) 243-4300
   
     
Pittsfield Office
   
1 Dan Fox Dr.
   
Pittsfield, MA
   
Telephone: (413) 442-1330
   
 
Page 101 of 106

OFFICERS
BOARD OF DIRECTORS
   
PRESIDENT AND CHIEF
Dennis A. De Gennaro, President
EXECUTIVE OFFICER
Camelot Associates Corporation
Robert J. McCormick
Commercial and Residential Construction
 
Chairman, TrustCo Bank Corp NY
SENIOR VICE PRESIDENT AND
 
CHIEF FINANCIAL OFFICER
Brian C. Flynn, CPA
Michael M. Ozimek
KPMG LLP
 
Retired Partner
EXECUTIVE VICE PRESIDENT
 
AND CHIEF BANKING OFFICER
Thomas O. Maggs, President
Scot R. Salvador
Maggs & Associates
 
Insurance Agency
EXECUTIVE VICE PRESIDENT
 
AND CHIEF RISK OFFICER
Anthony J. Marinello, M.D., Ph.D.
Robert M. Leonard
Physician
   
SENIOR VICE PRESIDENT AND
Robert J. McCormick,
TREASURER
President and Chief Executive Officer
Eric W. Schreck
TrustCo Bank Corp NY
   
SENIOR VICE PRESIDENT AND
William D. Powers,
CHIEF OPERATIONS OFFICER
Powers & Co., LLC
Kevin M. Curley
Retired Partner
   
VICE PRESIDENT, COUNSEL AND
Lisa M. Reutter, Owner
SECRETARY
LMKD Properties, LLC
Michael J. Hall
Property Management
   
Directors of TrustCo Bank Corp NY
 
are also Directors of Trustco Bank
 

HONORARY DIRECTORS
   
Lionel O. Barthold
John S. Morris, Ph.D.
 Edwin O. Salisbury
Robert A. McCormick
James H. Murphy, D.D.S.
William F. Terry
Nancy A. McNamara
Richard J. Murray, Jr.
 
 
Page 102 of 106

Trustco Bank Officers
   
     
PRESIDENT AND CHIEF
   
EXECUTIVE OFFICER
   
Robert J. McCormick
   
     
EXECUTIVE VICE PRESIDENT
COLLECTIONS/ OPERATIONS/
GENERAL SERVICES
AND CHIEF RISK OFFICER
CREDIT
Officer
Robert M. Leonard
Senior Vice President and
Joseph N. Marley
 
Chief Operations Officer
 
EXECUTIVE VICE PRESIDENT
Kevin M. Curley
INFORMATION TECHNOLOGY/
AND CHIEF BANKING OFFICER
Assistant Vice President
PLANNING AND SYSTEMS
Scot R. Salvador
Stacy L. Marble
Administrative Vice President
 
Officer
John R. George
ACCOUNTING/FINANCE
Elizabeth A. Bennett
Vice President and
Senior Vice President and
Aislinn E. Melia
Chief Technology Officer
Chief Financial Officer
 
Volney R. LaRowe
Michael M. Ozimek
COMPLIANCE/ RISK/ BSA/
 
Vice Presidents
CREDIT ADMINISTRATION
LENDING
Andrea A. McGuire
Administrative Vice President and
Administrative Vice President
Michael V. Pitnell
Chief Compliance Officer and
Michael J. Lofrumento
Interest Rate Risk Vice President
Information Security Officer
Vice Presidents
Kevin T. Timmons
Michael J. Ewell
Patrick M. Canavan
Officers
Administrative Vice President
Officers
Lynn M. Hallenbeck
Michelle L. Simmonds
Amy E. Anderson
Michael F. McMahon
Vice President, Counsel
Suzanne E. Breen
 
Michael J. Hall
Rebecca L. O'Hare
AUDIT
Vice President
James M. Poole
Director of Internal Audit
Lara Ann Gough
Joseph M. Rice
Daniel R. Saullo
Assistant Vice President
 
Officer
Jennifer L. Meadows
MARKETING
Kenneth E. Hughes Jr.
Officer
Assistant Vice President
Jasmine K. Silver
James A.P. McCarthy, Esq.
Adam E. Roselan
 
Jason T. Goodell
 
BRANCH ADMINISTRATION
 
PERSONNEL/
Senior Vice President and
FINANCIAL SERVICES
QUALITY CONTROL/
Florida Regional President
Administrative Vice President and
TRAINING
Eric W. Schreck
Chief Trust Officer
Vice President and
Administrative Vice President
Patrick J. LaPorta, Esq.
Director of Human Resources
Carly K. Batista
Vice President
Mary-Jean Riley
Assistant Vice President
Thomas M. Poitras
Officer
Mark J. Cooper
Officers
Takla A. Awad
Gloryvel Morales
Michael D. Bates
Jessica M. DeVoe
Jocelyn E. Vizcara
John W. Bresonis
 
Officers
William J. Heslin
 
Jonathan R. Goodell
Clint M. Mallard
 
William B. Jansz
Lauren A. Maxwell
 
Lesly Jean-Louis
   
Seeranie Ramjeet
   
Pratik A. Shah
   
Berkley K. Young
   
 
Page 103 of 106

General Information
 
ANNUAL MEETING
Thursday, May 17, 2018
10:00 AM
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, 2017 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 11,900 shareholders of record of TrustCo common stock as of January 29, 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
 
Page 104 of 106

TRANSFER AGENT
Computershare
Regular Mail
PO BOX 505000
Louisville, KY 40233-5000
UNITED STATES

Overnight Delivery
462 South 4th Street
Suite 1600 Louisville, KY 40202
UNITED STATES
 
Toll Free: 1-800-368-5948 or 1-781-575-4223

Trustco Bank® is a registered service mark with the U.S. Patent & Trademark Office.
 
Page 105 of 106

 
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 S&P Global Market Intelligence, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in S&P’s coverage universe. The index included 395 companies as of February 9, 2018. A list of the component companies can be obtained by contacting TrustCo.
 

 
   
Period Ending
 
Index
 
12/31/12
   
12/31/13
   
12/31/14
   
12/31/15
   
12/31/16
   
12/31/17
 
TrustCo Bank Corp NY
   
100.00
     
142.17
     
149.42
     
131.65
     
194.94
     
211.61
 
Russell 2000 Index
   
100.00
     
138.82
     
145.62
     
139.19
     
168.85
     
193.58
 
SNL Bank and Thrift Index
   
100.00
     
136.92
     
152.85
     
155.94
     
196.86
     
231.49
 
 
 
Page 106 of 106