UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2015
Or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from ____________________ to ____________________
 
Commission file number 0-10592
 
TRUSTCO BANK CORP NY
(Exact name of registrant as specified in its charter)

NEW YORK
 
14-1630287
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (518) 377-3311
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of exchange on which registered)
Common Stock, $1.00 Par Value
 
The NASDAQ Global Select Market

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

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes.   No.☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes.   No. ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes.☒  No.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes.☒  No.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐
Accelerated Filer ☒
Non-Accelerated Filer ☐
Smaller reporting company ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes. ☐ No. ☒
 
The aggregate market value of the common stock held by non-affiliates as of June 30, 2015 was approximately $641,249,401 (based upon the closing price of $7.03 on June 30, 2015, as reported on the NASDAQ Global Select Market).
 
The number of shares outstanding of the registrant’s common stock as of March 1, 2016   was 95,368,575.
 
Documents Incorporated by Reference: Portions of registrant's Proxy Statement filed for its 2016 Annual Meeting of Shareholders to be filed within 120 days of the registrant’s fiscal year end.
 


INDEX

Description
Page
 
3
     
PART I
 
Item 1
3
Item 1A
14
Item 1B
23
Item 2
23
Item 3
23
Item 4
23
     
PART II
   
Item 5
25
Item 6
26
Item 7
26
Item 7A
26
Item 8
26
Item 9
26
Item 9A
26
Item 9B
26
     
PART III
   
Item 10
27
Item 11
27
Item 12
27
Item 13
27
Item 14
27
     
PART IV
   
Item 15
27
     
 
29
     
 30
 
2

USE OF NON-GAAP FINANCIAL MEASURES

The Securities and Exchange Commission (“SEC”) has adopted certain rules with respect to the use of “non-GAAP financial measures” by companies with a class of securities registered under the Securities Exchange Act of 1934, such as TrustCo. GAAP is generally accepted accounting principles in the United States of America. Under the SEC rules, companies making disclosures containing non-GAAP financial measures must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure and a statement of the company’s reasons for utilizing the non-GAAP financial measure as part of its financial disclosures.

A discussion of certain non-GAAP financial measures, including taxable equivalent net interest income and net interest margin, tangible book value per share and efficiency ratio, used in this report and in the Annual Report to Shareholders included as Exhibit 13 to this Form 10-K, as well as a reconciliation of these measure to the closest comparable GAAP financial measures, is set forth in the Annual Report to Shareholders included as Exhibit 13 to this Form 10-K and is incorporated herein by reference.

PART I
Item 1.
Business

General

TrustCo Bank Corp NY (“TrustCo” or the “Company”) is a savings and loan holding company having its principal place of business at 5 Sarnowski Drive, Glenville, New York 12302. TrustCo was incorporated under the laws of New York in 1981 to be the parent holding company of The Schenectady Trust Company, which subsequently was renamed to Trustco Bank New York and, later, to Trustco Bank, National Association. The Company’s principal subsidiary, Trustco Bank (also referred to as the “Bank”), is the successor by merger to Trustco Bank, National Association.

Through policy and practice, TrustCo continues to emphasize that it is an equal opportunity employer. There were 787 full-time equivalent employees of TrustCo at year-end 2015. TrustCo had 12,463 shareholders of record as of December 31, 2015 and the closing price of the TrustCo common stock on that date was $6.14.

Subsidiaries

Trustco Bank

Trustco Bank is a federal savings bank engaged in providing general banking services to individuals, partnerships, and corporations. At year end 2015, the Bank operated 156 automatic teller machines and 146 banking offices in Albany, Columbia, Dutchess, Greene, Montgomery, Orange, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington and Westchester counties of New York, Brevard, Charlotte, Hillsborough, Lake, Manatee, Martin, Orange, Osceola, Palm Beach, Polk, Sarasota, Seminole, and Volusia counties in Florida, Bennington County in Vermont, Berkshire County in Massachusetts and Bergen County in New Jersey. The largest part of such business consists of accepting deposits and making loans and investments. The Bank provides a wide range of both personal and business banking services. The Bank is supervised and regulated by the federal Office of the Comptroller of the Currency (“OCC”) and is a member of the Federal Reserve System. Its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the extent permitted by law. The Bank’s subsidiary, Trustco Realty Corp., is a real estate investment trust (or “REIT”) that was formed to acquire, hold and manage real estate mortgage assets, including residential mortgage loans and mortgage backed securities. The income earned on these assets, net of expenses, is distributed in the form of dividends. Under current New York State tax law, 60% of the dividends received by the Bank from Trustco Realty Corp. are excluded from total taxable income for New York State income tax purposes. The Bank accounted for substantially all of TrustCo’s 2015 consolidated net income and average assets. The Bank’s other active subsidiaries, Trustco Insurance Agency, Inc. and ORE Property, Inc., did not engage in any significant business activities during 2015 and 2014. On July 21, 2015 Trustco Bank, entered into a formal agreement with the OCC. The agreement relates to the findings of the OCC following an examination of the Bank; additional information regarding the agreement is contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto and incorporated herein by reference, under the caption Management's Discussion and Analysis of Financial Condition and Results of Operations, and in the accompanying consolidated financial statements and the notes thereto.
 
Trustco Financial Services, the name under which Trustco Bank’s trust department operates, serves as executor of estates and trustee of personal trusts, provides asset and wealth management services, provides estate planning and related advice, provides custodial services, and acts as trustee for various types of employee benefit plans and corporate pension and profit sharing trusts. The aggregate market value of the assets under trust, custody, or management of the trust department of the Bank was approximately $842 million as of December 31, 2015.

The daily operations of the Bank remain the responsibility of its officers, subject to the oversight of its Board of Directors and overall supervision by TrustCo. The activities of the Bank are included in TrustCo's consolidated financial statements.

ORE Subsidiary Corp.

In 1993, TrustCo created ORE Subsidiary Corp., a New York corporation, to hold and manage certain foreclosed properties acquired by the Bank. The accounts of this subsidiary are included in TrustCo's consolidated financial statements.

Competition

TrustCo faces strong competition in its market areas, both in attracting deposits and making loans. The Company’s most direct competition for deposits, historically, has come from commercial banks, savings associations, and credit unions that are located or have branches in the Bank’s market areas. The competition ranges from other locally based commercial banks, savings banks and credit unions to branch offices of the largest financial institutions in the United States. In its principal market areas, the Capital District area of New York State and Central Florida, TrustCo's principal competitors are local branch operations of super-regional banks, branch offices of money center banks, and locally based commercial banks and savings institutions. The Bank is the largest depository institution headquartered in the Capital District area of New York State. The Company also faces competition for deposits from national brokerage houses, short-term money market funds, and other corporate and government securities mutual funds.

Factors affecting the acquisition of deposits include pricing, office locations and hours of operation, the variety of deposit accounts offered, and the quality of customer service provided. While loan demand has moderated, competition for loans has remained strong over the last several years. Commercial banks, savings institutions, traditional mortgage brokers affiliated with local offices and nationally franchised real estate brokers are all active and aggressive competitors. The Company competes in this environment by providing a full range of financial services based on a tradition of financial strength and integrity dating from its inception. The Company competes for loans principally through the interest rates and loan fees it charges and the efficiency and quality of services it provides to borrowers.

Supervision and Regulation

Banking is a highly regulated industry, with numerous federal and state laws and regulations governing the organization and operation of banks and their affiliates. As a savings and loan holding company, TrustCo and its non-bank subsidiaries are supervised and regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The OCC is the Bank’s primary federal regulator and supervises and examines the Bank.  Under the Home Owners’ Loan Act of 1934, Trustco Bank must obtain prior OCC approval for acquisitions, and its business operations and activities are restricted. Because the FDIC provides deposit insurance to the Bank, the Bank is also subject to its supervision and regulation even though the FDIC is not the Bank’s primary federal regulator.

The following summary of laws and regulations applicable to the Company and the Bank is not intended to be a complete description of those laws and regulations or their effects on the Company and the Bank, and it is qualified in its entirety by reference to the particular statutory and regulatory provisions described.
 
Dodd-Frank Wall Street Reform and Consumer Protection Act  

On July 21, 2010, the president signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) into law. The Dodd-Frank Act has created, and will likely continue to create, dramatic changes across the financial regulatory system.   Implementation of the Dodd-Frank Act required many new rules to be made by various federal regulatory agencies, including TrustCo’s and the Bank’s regulatory agencies, and the effect of many of the Dodd-Frank Act’s provisions has been, and will continue to be, determined through the rulemaking process. We cannot predict the ultimate effect of the Dodd-Frank Act on TrustCo or Trustco Bank at this time, including the extent to which the act could increase costs, limit our ability to efficiently pursue business opportunities or otherwise adversely affect our business, financial condition or results of operations. At a minimum, we expect that the Dodd-Frank Act will increase our operating and compliance costs.
 
The Dodd-Frank Act included provisions that, among other effects, created a new agency, the Consumer Financial Protection Bureau (the “CFPB”), to centralize responsibility for consumer financial protection and be responsible for implementing, examining and enforcing compliance with major federal consumer financial laws, imposed new consumer protection requirements in mortgage loan transactions and increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.

Dividends

Most of TrustCo's revenues consist of cash dividends paid to TrustCo by the Bank, payment of which is subject to various regulatory limitations. The payment of dividends by the Bank to TrustCo is subject to continued compliance with minimum regulatory capital requirements, the Bank’s compliance with the capital plan required under the terms of the Bank’s July 21, 2015 formal agreement with the OCC, and the receipt of regulatory approval (or non-objection) from the Bank’s and the Company’s regulators. Under the agreement with the OCC, the Bank may declare or pay a dividend or make a capital distribution only (a) when the Bank is in compliance with its approved written capital plan, and would remain in compliance with such Capital Plan immediately following the declaration or payment of any dividend or capital distribution and (b) following OCC approval under OCC capital distribution rules.

OCC regulations impose limitations upon all capital distributions by Trustco Bank, including cash dividends, payments to repurchase its shares and payments to stockholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the OCC is required prior to any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under OCC regulations (generally, examination ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the OCC. If an application is not required, the institution must still provide prior notice to the OCC and the Federal Reserve Board of the capital distribution if, like the Bank, it is a subsidiary of a holding company. The OCC may disapprove a dividend if the Bank would be undercapitalized following the distribution, the proposed capital distribution raises safety and soundness concerns, or the capital distribution would violate a prohibition contained in any statue, regulation or agreement between the bank and a regulator or a condition imposed in a previously approved application or notice.

Further, a savings institution, such as the Bank, that is a subsidiary of a savings and loan holding company and that proposes to make a capital distribution must also submit written notice to the Federal Reserve Board prior to such distribution, and Federal Reserve Board may object to the distribution based on safety and soundness or other concerns. The Federal Reserve Board has stated that it expects to issue regulations implementing review standards for dividend notices and that the applicable regulation will provide that a dividend notice may be denied by the Federal Reserve Board if following the dividend, the savings association will be less than adequately capitalized, the proposed dividend raises safety or soundness concerns or the proposed dividend violates a prohibition contained in any statute, regulation, enforcement action or agreement between the thrift or holding company and an appropriate federal banking agency, a condition imposed on the savings association or holding company in an application or notice approved by an appropriate federal banking agency or any formal or informal enforcement action involving the savings association or holding company.

Compliance with regulatory standards regarding capital distributions could also limit the amount of dividends that TrustCo may pay to its shareholders.
 
See Note 14 to the consolidated financial statements contained in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015 for information concerning the Bank’s regulatory capital requirements.

Regulatory Capital Requirements and Prompt Corrective Action.

New Regulatory Capital Rules . The Company and the Bank are subject to regulatory capital requirements. In July 2013, the Federal Reserve Board, FDIC and OCC published final rules establishing a new comprehensive capital framework for all U.S. banking organizations that are designed to implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The new rules were effective for the Company and the Bank on January 1, 2015, with full compliance with all of the final rule’s requirements being phased in over a multi-year schedule. The Company has not previously been subject to consolidated regulatory capital requirements.

The new capital rules, among other things, introduce a new capital measure, “Common Equity Tier 1” (“CET1”). CET1 capital is generally defined as common stock instruments that meet the eligibility criteria in the final capital rule (generally, instruments representing the most subordinated claim upon liquidation, having no maturity date and being redeemable via discretionary purchases only with regulatory approval, not being subject to any expectations that the stock will be repurchased, redeemed or cancelled and not being secured by the banking organization or any related entity), retained earnings, accumulated other comprehensive income and common equity Tier 1 minority interests, subject to certain limitations. Tier 1 capital for the Company and the Bank consists of common stock, plus related surplus and retained earnings. The new capital rules also increased the Tier 1 capital ratio requirement, changed the total assets utilized in the Tier 1 leverage ratio calculation from total assets at quarter end to average total assets during the quarter, changed the risk-weightings of certain assets for purposes of risk-based capital ratios, created an additional capital conservation buffer over the required capital ratios, and changed what qualifies as capital for purposes of meeting the various capital requirements.

Under the new capital rules, the minimum capital ratios as of January 1, 2015 are:

4.5% CET1 to risk-weighted assets;

6.0% Tier 1 capital to risk-weighted assets;

8.0% Total capital to risk-weighted assets; and

4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “leverage ratio”).

At December 31, 2015, the Bank had a Tier 1 leverage ratio (Tier 1 capital to total average assets) of 8.6%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 17.2%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 17.2%, and a total capital ratio (total capital to risk-weighted assets) of 18.5%. Also at December 31, 2015, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average assets) of 8.9%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 17.7%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 17.7%, and a total capital ratio (total capital to risk-weighted assets) of 19.0%.

The new capital rules will require the Company and the Bank to meet a capital conservation buffer requirement in order to avoid constraints on dividends, equity repurchases and certain compensation. To meet the requirement when it is fully phased in, the organization must maintain an amount of CET1 capital that exceeds the buffer level of 2.5% above each of the minimum risk-weighted asset ratios. The requirement will be phased in over a four year period, starting January 1, 2016, when the amount of such capital must exceed the buffer level of 0.625%. The buffer level will increase by 0.625% each year until it reaches 2.5% on January 1, 2019. When the capital conservation buffer requirement is fully phased in, to avoid constraints, a banking organization must maintain the following capital ratios: (1) CET1 to risk-weighted assets more than 7.0%, (ii) Tier 1 capital to risk-weighted assets more than 8.5%, and (iii) total capital (Tier 1 plus Tier 2) to risk-weighted assets more than 10.5%.

The OCC has the ability to establish an individual minimum capital requirement for a particular institution, which varies from the capital levels that would otherwise be required under the capital regulations, based on such factors as concentrations of credit risk, levels of interest rate risk, and the risks of non-traditional activities as well as others. The OCC has not imposed any such requirement on the Bank.
 
The new capital rules require a number of changes to regulatory capital deductions and adjustments, subject to a transition period. Among other changes, the new capital rules provide for a one-time, permanent opt-out from the treatment under the new rules of certain items of accumulated other comprehensive income. The new rules generally require the recognition in regulatory capital calculations of unrealized gains and losses. If an institution elects to opt-out, then the institution may continue treating AOCI items in a manner consistent with the prior regulatory capital rules.  The Company has made this opt-out election. The new capital rules modify the calculation of risk-weighted assets, although they generally continue the treatment of residential mortgages under the prior rules. Under the rules, a bank may assign a 50% risk weight to a first-lien residential mortgage exposure that:

Is secured by property that is owner-occupied or rented,

Is made in accordance with "prudent underwriting standards,"

Is not 90 days or more past due or in nonaccrual status, and

Is not restructured or modified.

Other first-lien residential exposures, as well as junior-lien exposures, are assigned a 100% risk weight.

The exposure amount for on-balance sheet assets is generally the carrying value of the exposure as determined under GAAP. If a banking organization has elected to opt out of the accumulated other comprehensive income provisions discussed above, the exposure amount for available for sale or held-to-maturity debt securities is the carrying value (including accrued but unpaid interest and fees) of the exposure, less any net unrealized gains plus any unrealized losses. Further, the new rules retain the prior risk-weighting rules for exposures to debt directly and unconditionally guaranteed by U.S. federal government and its agencies. Such exposures receive a 0% risk weight. Exposures conditionally guaranteed by the federal government, Federal Reserve Board or a federal government agency would receive a 20% risk weight. Further, the capital rules assign a 20% risk weight to non-equity exposures to government-sponsored entities (“GSEs”) and a 100% risk weight to preferred stock issued by a GSE. The new rules define a GSE as an entity established or chartered by the federal government to serve public purposes but whose debt obligations are not "explicitly guaranteed" by the full faith and credit of the federal government. Banking organizations must assign a 20% risk weight to general obligations of a public sector entity (for example, a state, local authority or other governmental subdivision below the sovereign level) that is organized under U.S. law and a 50% risk weight for a revenue obligation of such an entity.

Prompt Corrective Action . Federal banking regulations also establish a “prompt corrective action” capital framework for the classification of insured depository institutions, such as Trustco Bank, into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. 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 condition and activities. Under the prompt corrective action rules currently in effect, an institution is deemed to be (a) “well-capitalized” if it has total risk-based capital of 10.0% or more, has a Tier 1 risk-based capital ratio of 8.0% or more, has a CET1 risk based capital ratio of 6.5% or more, and has leverage capital ratio of 5.0% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure; (b) “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 6.0% or more, a CET1 risk based capital ratio of 4.5% or more and has a leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of well-capitalized; (c) “undercapitalized” if it has a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio that is less than 6.0%, a CET1 capital ratio less than 4.5% or a Tier 1 leverage capital ratio that is less than 4.0%; (d) “significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6.0%, a Tier 1 risk-based capital ratio that is less than 4.0%, a CET1 capital ratio less than 3% or a Tier 1 leverage capital ratio that is less than 3.0%; and (e) “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. In certain situations, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized or undercapitalized institution to comply with supervisory actions as if the institution were in the next lower category.
 
A depository institution is generally prohibited from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be undercapitalized. Undercapitalized institutions also are subject to growth limitations and are required to submit a capital restoration plan to the regulatory agencies. The agencies may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5.0% of the depository institution’s total assets at the time it became undercapitalized and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

“Significantly undercapitalized” depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator.

As of December 31, 2015 and 2014, each of TrustCo and Trustco Bank met all capital adequacy requirements to which it was subject and were considered well-capitalized under OCC and FRB regulations.

Holding Company Activities

The activities of savings and loan holding companies are governed, and limited, by the Home Owners’ Loan Act and the Federal Reserve Board’s regulations. In general, TrustCo’s activities are limited to those permissible for “multiple” savings and loan holding companies (that is, savings and loan holding companies owning more than one savings association subsidiary) as of March 5, 1987, activities permitted for bank holding companies as of November 12, 1999 and activities permissible for “financial holding companies” (which are described below). Activities permitted to multiple savings and loan holding companies include certain real estate investment activities, and other activities permitted to bank holding companies under the Bank Holding Company Act. Activities permissible for a financial holding company are those considered financial in nature (including securities and insurance activities) or those incidental or complementary to financial activities.

A savings and loan holding company is prohibited from, directly or indirectly, acquiring more than 5% of the voting stock of another financial institution or savings and loan holding company without the prior written approval of the Federal Reserve Board. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considers the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the deposit insurance fund, the convenience and needs of the community and competitive factors.

The Federal Reserve may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Beginning in 2015, TrustCo became subject to formal regulatory capital requirements and is now obligated to hold capital in the same amount and type that is required for insured depository institutions such as the Bank. Please refer to the discussion above under “Regulatory Capital Requirements and Prompt Corrective Action -- New Regulatory Capital Rules.”

In addition, the financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Federal Reserve Board, and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution. The Dodd-Frank Act, moreover, codifies the Federal Reserve’s long-standing “source of strength” doctrine and thus requires that bank or thrift holding companies serve as a source of financial strength for their depository institution subsidiaries. The phrase “source of financial strength” is defined in the Dodd-Frank Act as “the ability of a company that directly or indirectly owns or controls an insured depository institution to provide financial assistance to such insured depository institution in the event of the financial distress of the insured depository institution.” The federal banking agencies are authorized to adopt regulations with respect to this requirement, although they have not yet done so.
 
Securities Regulation and Corporate Governance

The Company’s common stock is registered with the SEC under Section 12(b) of the Securities Exchange Act of 1934, and the Company is subject to restrictions, reporting requirements and review procedures under federal securities laws and regulations. The Company is also subject to the rules and reporting requirements of The Nasdaq Stock Market LLC, on which its common stock is traded.

Like other issuers of publicly traded securities, the Company must also comply with provisions of the Dodd-Frank Act that require publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and the Company will also be subject to the Dodd-Frank Act provisions that authorize the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials.

Further, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") implemented legislative reforms intended to address corporate and accounting fraud and contained reforms of various business practices and numerous aspects of corporate governance. For example, Sarbanes-Oxley addresses accounting oversight and corporate governance matters, including the creation of a five-member oversight board appointed by the Securities and Exchange Commission to set and enforce auditing, quality control and independence standards for accountants and have investigative and disciplinary powers; increased responsibilities and codified requirements relating to audit committees of public companies and how they interact with a company's public accounting firm; the prohibition of accounting firms from providing various types of consulting services to public clients and requiring accounting firms to rotate partners among public client assignments every five years; expanded disclosure of corporate operations and internal controls and certification by chief executive officers and chief financial officers to the accuracy of periodic reports filed with the SEC; and prohibitions on public company insiders from trading during retirement plan "blackout" periods, restrictions on loans to company executives and enhanced controls on and reporting of insider trading.

Although the Company has and will continue to incur additional expense in complying with the corporate governance provisions of the Dodd-Frank Act and Sarbanes-Oxley and the resulting regulations, management does not expect that such compliance will have a material impact on the Company's financial condition or results of operations.

Federal Savings Institution Regulation

Business Activities . Federal law and regulations govern the activities of federal savings banks such as the Bank. These laws and regulations delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, e.g. , commercial, non-residential real property loans and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Insurance of Deposit Accounts . Deposits of Trustco Bank are insured by the Deposit Insurance Fund (“DIF”) of the FDIC, and the Bank is subject to deposit insurance assessments to maintain the DIF. The FDIC determines insurance premiums based on a number of factors, primarily the risk of loss that insured institutions pose to the DIF. Deposit insurance assessments are based on average consolidated total assets minus average tangible equity. Under the FDIC’s risk-based assessment system, insured institutions with less than $10 billion in assets, such as the Bank, are assigned to one of four risk categories based on supervisory evaluations, regulatory capital level, and certain other factors, with less risky institutions paying lower assessments. Well-capitalized institutions that are financially sound with only a few minor weaknesses are assigned to Risk Category I. Risk Categories II, III and IV present progressively greater risks to the DIF. A range of initial base assessment rates applies to each Risk Category, adjusted downward based on unsecured debt issued by the institution and, except for an institution in Risk Category I, adjusted upward if the institution's brokered deposits exceed 10% of its domestic deposits, to produce total base assessment rates. Total base assessment rates currently range from 2.5 to 9 basis points for Risk Category I, 9 to 24 basis points for Risk Category II, 18 to 33 basis points for Risk Category III, and 30 to 45 basis points for Risk Category IV, all subject to further adjustment upward if the institution holds more than a limited amount of unsecured debt issued by another FDIC-insured institution. When the reserve ratio of the DIF reaches 1.15%, which is expected to occur in 2016, total base assessment rates are scheduled to be reduced to ranges of 1.5 to 7 basis points for Risk Category I, 7 to 22 basis points for Risk Category II, 14 to 29 basis points for Risk Category III and 25 to 40 basis points for Risk Category IV, subject to the same adjustments as apply to current rates.
 
The FDIC has the authority to raise or lower assessment rates, subject to limits, and to impose special additional assessments. The Dodd-Frank Act eliminated the previous statutory maximum limit on the FDIC’s reserve ratio (which is generally the ratio of the DIF balance to the estimated amount of deposits insured by the DIF) and set the minimum reserve ratio to not less than 1.35% of estimated insured deposits or the comparable percentage of the FDIC’s assessment base. The act also required the FDIC to take the steps necessary to attain the 1.35 percent ratio by September 30, 2020, subject to an offsetting requirement for certain institutions.

FDIC deposit insurance expense totaled $5.0 million, $2.6 million, and $2.7 million in 2015, 2014, and 2013, respectively. FDIC deposit insurance expense includes deposit insurance assessments and Financing Corporation (“FICO”) assessments related to outstanding bonds issued by FICO in the late 1980s to recapitalize the now defunct Federal Savings & Loan Insurance Corporation. The FICO assessments will continue until the bonds mature in 2017 to 2019.

Future changes in insurance premiums could have an adverse effect on the operating expenses and results of operations of Trustco Bank, and the Bank cannot predict what insurance assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OCC. The Bank does not know of any practice, condition or violation that might lead to termination of its deposit insurance.

Assessments . The Bank is required to pay assessments to the OCC to fund the agency’s operations. The general assessments, paid on a semi-annual basis, is computed upon the Bank’s total assets, including consolidated subsidiaries, as reported in the Bank’s latest quarterly financial report. The OCC’s assessment schedule includes a surcharge for institutions that require increased supervisory resources. The assessments paid by the Bank for the year ended December 31, 2015 totaled approximately $1.0 million.

Community Reinvestment Act . The Community Reinvestment Act ("CRA") requires each savings institution, as well as commercial banks and certain other lenders, to identify the communities served by the institution's offices and to identify the types of credit the institution is prepared to extend within those communities. The CRA also requires the OCC to assess an institution's performance in meeting the credit needs of its identified communities as part of its examination of the institution, and to take such assessments into consideration in reviewing applications with respect to branches, mergers and other business combinations, including acquisitions by savings and loan holding companies. An unsatisfactory CRA rating may be the basis for denying such an application and community groups have successfully protested applications on CRA grounds. In connection with its assessment of CRA performance, the OCC assigns CRA ratings of "outstanding," "satisfactory," "needs to improve" or "substantial noncompliance." The Bank was rated "satisfactory” in its last CRA examination. Institutions are evaluated based on (i) its record of helping to meet the credit needs of its assessment area through lending activities; (ii) its qualified investments; and (iii) the availability and effectiveness of the institution’s system for delivering retail banking services. An institution that is found to be deficient in its performance in meeting its community's credit needs may be subject to enforcement actions, including cease and desist orders and civil money penalties.

Qualified Thrift Lender Test . As a savings institution regulated by the OCC, the Bank must be a “qualified thrift lender” under either the Qualified Thrift Lender (“QTL”) test under the Home Owners’ Loan Act or the Internal Revenue Code’s Domestic Building and Loan Association (“DBLA”) test to avoid certain restrictions on its and the Company’s operations and activities. A savings institution may use either test to qualify and may switch from one test to the other; however, the institution must meet the time requirements of the respective test, that is, nine out of the preceding 12 months for the QTL test and at the close of the taxable year for the DBLA test.
 
Under the QTL test, the savings institution must hold qualified thrift investments equal to at least 65% of the institution’s portfolio assets. The savings institution’s actual thrift investment percentage is the ratio of its qualified thrift investments divided by its portfolio assets. Portfolio assets are total assets minus goodwill and other intangible assets, office property, and liquid assets not exceeding 20% of total assets. An institution ceases to meet the QTL test when its actual thrift investment percentage, falls below 65% of portfolio assets for four months within any 12-month period. To be a qualified thrift lender under the DBLA test, a savings association must meet a “business operations test” and a “60% of assets test.” The business operations test requires the business of a DBLA to consist primarily of acquiring the savings of the public and investing in loans. An institution meets the public savings requirement when it meets one of two conditions: (i) the institution acquires its savings accounts in conformity with OCC rules and regulations and (ii) the general public holds more than 75% of its deposits, withdrawable shares, and other obligations. An institution meets the investing in loans requirement when more than 75% of its gross income consists of interest on loans and government obligations, and various other specified types of operating income that financial institutions ordinarily earn. The 60% of assets test requires that at least 60% of a DBLA's assets must consist of assets that thrifts normally hold, except for consumer loans that are not educational loans.

The Dodd-Frank Act enhanced the severity of the consequences for failing the QTL Test. Among other restrictions, the Dodd-Frank Act imposes certain activities limitations and branching restrictions upon an institution’s failure to satisfy the QTL Test. In addition, such an institution would be prohibited from paying dividends, except under circumstances that are permissible for a national bank, are necessary to meet the obligations of the institution’s holding company and are specifically approved by both the OCC and Federal Reserve Bank after a written request submitted by the thrift at least 30 days in advance of the proposed payment. Finally, failure of the QTL Test will subject the institution to enforcement action. If the Bank fails the qualified thrift lender test, within one year of such failure the Company must register as, and will become subject to, the activities restrictions applicable to bank holding companies, unless the Bank requalifies within the year. The activities authorized for a bank holding company are generally more limited than are the activities authorized for a savings and loan holding company. If the Bank fails the test a second time, the Company must immediately register as, and become subject to, the restrictions applicable to a bank holding company. The Bank is currently, and expects to remain, in compliance with the qualified thrift lender test.

Transactions with Related Parties . The Bank’s transactions with “affiliates” (generally, any company that controls or is under common control with the Bank, including TrustCo) is limited by Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve’s implementing Regulation W. Under these laws, the aggregate amount of “covered transactions” between the Bank and any one affiliate is limited to 10% of the Bank’s capital stock and surplus, and the aggregate amount of covered transactions by the Bank with all of its affiliates is limited to 20% of capital stock and surplus. Certain covered transactions (primarily credit-related transactions) are required to be secured by collateral in an amount and of a type described in Section 23A and Regulation W. Transactions by the Bank with its affiliates must be on terms and under circumstances that are at least as favorable to the Bank as those prevailing at the time for comparable transactions with non-affiliates. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies, and no savings institution may purchase the securities of any affiliate other than a subsidiary.

The Dodd-Frank Act expanded the definition of “covered transactions” as used in Section 23A to include credit exposure on derivatives transactions and securities lending and borrowing transactions, as well as the acceptance of affiliate-issued debt obligations as collateral for a loan or an extension of credit. The Dodd-Frank Act also revised Section 23A to require that collateral must be maintained at all times for covered transactions, rather than only at the time of the transaction, and restricted the use of debt obligations issued by an affiliate to satisfy collateral obligations. Finally, the Dodd-Frank Act also authorizes the OCC (with respect to federal savings associations such as the Bank), in conjunction with the Federal Reserve, to grant exemptions under Section 23A, subject to the FDIC’s determination (or non-objection within a 60-day notice period) that the exemption does not present an unacceptable risk to the DIF.

The Bank also is restricted in its ability to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons. Extensions of credit to those insiders must be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons; may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate. In addition, extensions of credit in excess of certain limits must be approved by the Bank’s Board of Directors.
 
The Dodd-Frank Act imposed changes to the insider lending rules by, among other matters, prohibiting non-credit transactions between an insured depository institution and its insiders unless the transaction is on market terms and, if the transaction represents more than 10% of the capital stock and surplus of the institution, has been approved in advance by a majority of the disinterested members of the board of directors of the institution. The Dodd-Frank Act also imposed new limits on loans to insiders with respect to derivatives transactions, repurchase and reverse-repurchase agreements and securities lending and borrowing transactions.

Safety and Soundness Regulations . The federal banking agencies (including the OCC) have adopted certain safety and soundness standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and internal audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; asset quality; earnings and compensation, fees and benefits, as well as other operational and managerial standards as the agency deems appropriate. Interagency Guidelines Establishing Standards for Safety and Soundness set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency (the OCC in the case of the Bank) determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

Enforcement . The Federal Reserve and the OCC have extensive enforcement authority over savings institutions and their holding companies, including the Bank and TrustCo. This includes enforcement authority with respect to the actions of the Bank’s and TrustCo’s directors, officers and other “institution-affiliated parties,” including attorneys and auditors. This enforcement authority also includes, among other things, the ability to assess civil money penalties, issue cease-and-desist or removal orders and initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Public disclosure of final enforcement actions by the OCC and the Federal Reserve is required.

Institutions in Troubled Condition. Certain events, including entering into a formal written agreement with a bank’s regulator or being informed by the regulator that the bank is in troubled condition, will require that a bank give prior notice to their primary regulator before adding or replacing any member of the board of directors, employing any person as a senior executive officer, or changing the responsibilities of any senior executive officer so that the person would assume a different senior executive position. Troubled condition banks are prohibited from making, or agreeing to make, certain “golden parachute payments” to institution affiliated parties, subject to certain exceptions.

Consumer Laws and Regulations . In addition to the other laws and regulations discussed above, the Bank is subject to consumer laws and regulations designed to protect consumers in transactions with financial institutions. These laws and regulations include, among others, the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act and the Real Estate Settlement Procedures Act. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits from, making loans to, or engaging in other types of transactions with such customers.

In January 2013, the CFPB issued a series of final rules related to mortgage loan origination and mortgage loan servicing. In particular, on January 10, 2013, the CFPB issued a final rule implementing the ability-to-repay and qualified mortgage (“QM”) provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The ability-to-repay provision requires creditors to make reasonable, good faith determinations that borrowers are able to repay their mortgages before extending the credit based on a number of factors and consideration of financial information about the borrower from reasonably reliable third-party documents. Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “qualified mortgage” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements, and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements. The definition of a “qualified mortgage” incorporates the statutory requirements, such as not allowing negative amortization or terms longer than 30 years. The QM Rule also adds an explicit maximum 43% debt-to-income ratio for borrowers if the loan is to meet the QM definition, though some mortgages that meet GSE, FHA and VA underwriting guidelines may, for a period not to exceed seven years, meet the QM definition without being subject to the 43% debt-to-income limits. The QM Rule became effective on January 10, 2014.
 
Anti-Money Laundering and Customer Identification . The Bank is subject to extensive anti-money laundering provisions and requirements, which generally require that it implement a comprehensive customer identification program and an anti-money laundering program and procedures. All financial institutions, including the Company and the Bank, are required to take certain measures to identify their customers, prevent money laundering, monitor certain customer transactions and report suspicious activity to U.S. law enforcement agencies, and scrutinize or prohibit altogether certain transactions of special concern. Financial institutions also are required to respond to requests for information from federal banking regulatory agencies and law enforcement agencies concerning their customers and their transactions. Information-sharing among financial institutions concerning terrorist or money laundering activities is encouraged by an exemption provided from the privacy provisions of the GLB Act (described below) and other laws. Further, the effectiveness of a financial institution in combating money laundering activities is a factor to be considered in applications submitted by a financial institution for merger or acquisition proposals. The Company has in place a Bank Secrecy Act compliance program, and it engages in very few transactions of any kind with foreign financial institutions or foreign persons.

Consumer Privacy. The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") generally provided for sweeping financial modernization for commercial banks, savings banks, securities firms, insurance companies, and other financial institutions operating in the United States. Among other matters, the GLB Act established a federal rule regarding the confidential treatment of nonpublic personal information about consumers. These provisions of the GLB Act require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy rules affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. Because the Company does not sell customer information or give customer information to outside third parties or its affiliates except under limited circumstances (e.g., providing customer information to the Company's data processing provider), the rules have not had a significant impact on the Company's results of operations or financial condition.

Federal Reserve System

Federal Reserve Board regulations require savings institutions to maintain reserves against their transaction accounts. The reserve for transaction accounts effective as of December 22, 2015 was as follows:

Amount of transaction accounts
Reserve Requirement
   
$0 to $15.2 million
0% of amount.
   
Over $15.2 million and up to $110.2 million
3% of amount.
   
Over $110.2 million
10% of amount over $110.2 million.
 
The Bank is in compliance with these requirements.

Federal Home Loan Bank of New York. The Bank is a member of Federal Home Loan Bank (“FHLB”) of New York, which is one of 12 regional FHLBs that serve as reserve or central banks for their members. The FHLBs are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system and makes loans or advances to members. The Bank is also required to purchase and maintain stock in the FHLB of New York at or above levels specified in the FHLB of New York capital plan. As of December 31, 2015, the Bank owned $5.4 million in FHLB of New York stock, which was in compliance with its obligations.

Foreign Operations

Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors.
 
Statistical Information Analysis

The "Management's Discussion and Analysis of Financial Condition and Results of Operations" are included in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which contains a presentation and discussion of statistical data relating to TrustCo, is hereby incorporated by reference. This information should not be construed to imply any conclusion on the part of the management of TrustCo that the results, causes, or trends indicated therein will continue in the future. The nature and effects of governmental monetary policy, supervision and regulation, future legislation, inflation and other economic conditions and many other factors which affect interest rates, investments, loans, deposits, and other aspects of TrustCo's operations are extremely complex and could make historical operations, earnings, assets, and liabilities not indicative of what may occur in the future.

Critical Accounting Policies

Pursuant to recent SEC guidance, management of the Company is encouraged to evaluate and disclose those accounting policies that are judged to be critical policies, or those most important to the portrayal of the Company’s financial condition and results of operations, 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 subjectivity and uncertainty in estimating 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 TrustCo’s Annual Report to Shareholders for the year ended December 31, 2015, is a description of this critical policy and the other significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

Availability of Reports

TrustCo’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports can be obtained free of charge from its Internet site, www.trustcobank.com under the “Investor Relations” tab. These reports are available on the Internet site as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information found on the Company’s website is not incorporated by reference in this or any other report the Company files or furnishes to the SEC. These reports are also available on the SEC's website at http://www.sec.gov.

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, which 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.

TrustCo’s 2015 Annual Report to Shareholders, which is included as Exhibit 13 hereto, contains a list of certain important factors, in addition to the factors described under Item 1A. Risk Factors, that 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. The list should not be construed as exhaustive, and TrustCo 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.

Investors 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.

Item 1A.
Risk Factors

The following are general risk factors affecting the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business operations. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such cases, you may lose all or part of your investment.
 
We have entered into a Formal Agreement under which our regulators will require us to take certain actions.

On July 21, 2015, Trustco Bank entered into a Formal Agreement with its primary regulator, the OCC. The Formal Agreement requires the Bank to take various actions, within prescribed time frames, with respect to certain areas of the Bank including, among others, (i) establishing a board committee to monitor and coordinate the response to the Agreement; (ii) adopting compliance plans to respond to the Agreement; (iii) evaluating and implementing improvements in corporate governance; (iv) evaluating and implementing improvements in internal audit; (v) developing a strategic plan; (vi) developing a revised capital plan consistent with the strategic plan; (vii) developing and implementing improvements to the loan review system; and (viii) other necessary steps to address the issues and questions noted in the agreement. We intend to take all actions necessary to enable the Bank to comply with the requirements of the Formal Agreement, and as the date hereof we have submitted all documentation required as of this date to the OCC. There can be no assurance that the Bank will be able to continue to comply fully with the provisions of the Formal Agreement, and the determination of our compliance will be made by the OCC. Failure to meet the requirements of the Formal Agreement could result in additional supervisory and enforcement actions against the Bank and/or its directors and senior executive officers, including the issuance of a cease and desist order or the imposition of civil money penalties. In addition, compliance efforts related to the Formal Agreement have an adverse impact on our non-interest expense and results of operations.

Certain interest rate movements may hurt earnings and asset values.

Like other financial institutions, we are subject to interest rate risk. Our primary source of income is net interest income, which is the difference between interest earned on loans and investments, and interest paid on deposits and borrowings. Over any specific period of time, our interest-earning assets may be more sensitive to changes in market interest rates than our interest-bearing liabilities, or vice-versa. In addition, the individual market interest rates underlying our loan and deposit products may not change to the same degree over a given time period. In any event, if market interest rates should move contrary to our position, earnings may be negatively affected. Interest rates have in recent years hit historical low levels. From December 2008 through December 2015, the U.S. Federal Reserve Bank (FRB) has held its target for the federal funds rate at a range of 0.00% to 0.25%. On December 16, 2015, the FRB increased the target range to 0.25% to 0.50%, although the likelihood of further increases in the rate is uncertain.  Lower rates have helped lead to a lower cost of funds, but have also lowered the yields we earn on loans, securities and short-term investments. If and when the Federal Reserve begins raising rates further, our cost of funds may rise faster than the rates we earn on loans and investments, potentially causing a compression of our interest rate spread and net interest margin, which would have a negative effect on Trustco Bank’s profitability.

We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowings costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities. Additionally, increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans.

Changes in interest rates also affect the value of the Bank’s interest-earning assets, and in particular the Bank’s securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on shareholders’ equity.

We are exposed to credit risk in our lending activities.

There are inherent risks associated with our lending and trading activities. Loans to individuals and business entities, our single largest asset group, depend for repayment on the willingness and ability of borrowers to perform as contracted. A material adverse change in the ability of a significant portion of our borrowers to meet their obligation to us, due to changes in economic conditions, interest rates, natural disaster, acts of war, or other causes over which we have no control, could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans, and could have a material adverse impact on our earnings and financial condition.
 
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

Our borrowers may not repay their loans according to the terms of the loans, and, as a result of the declines in home prices, the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance. We may experience significant loan losses, which could have a material adverse effect on our operating results. When determining the amount of the allowance for loan and lease losses (“ALLL”), we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In deciding on the adequacy of the allowance for loan losses, management reviews past due information, historical charge-off and recovery data, 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 territory primarily (the Company’s largest geographical area) over the last several years, as well as in the Company’s other market areas. If our assumptions and analysis prove to be incorrect, our ALLL may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance which is maintained through provisions for loan losses. Material additions to our allowance would materially decrease our net income.

The new regulatory capital rules, when fully phased in, will effectively increase our capital requirements and could slow our growth, cause us to seek to raise additional capital, or both.

As discussed under “Regulation and Supervision – Regulatory Capital Requirements and Prompt Corrective Action,” the Company and the Bank became subject to new capital requirements in 2015. The new capital rules impose more stringent capital requirements on the Company and the Bank and generally require banking organizations to hold more and higher-quality capital to act as a financial cushion to absorb losses and help banking organizations better withstand periods of financial stress. The final rule increases the required minimum capital ratios for all banking organizations and introduces a “capital conservation buffer” that is in addition to each capital ratio. Further, savings and loan holding companies such as the Company have not previously been subject to capital requirements but have now become subject to the same capital requirements as bank holding companies.

The application of more stringent capital requirements for us could, among other things, result in lower returns on equity, require us to limit the growth we may otherwise seek, require the raising of additional capital, and result in regulatory actions such as a prohibition on the payment of dividends, the payment of bonuses to employees or the repurchase of shares if we were unable to comply with such requirements. If Trustco Bank fails to comply with the new capital standards, the OCC will have the authority to take “prompt corrective action,” depending on the Bank’s capital level. Currently, the Bank is considered “well-capitalized” for prompt corrective action purposes. If it were to be designated by the OCC in one of the lower capital levels - “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized” – the Bank would be required to raise additional capital and also would be subject to progressively more severe restrictions on operations, management and capital distributions; replacement of senior executive officers and directors; and, if it became “critically undercapitalized,” to the appointment of a conservator or receiver.

Although we continue to evaluate the impact the new capital rules will have on us, we currently anticipate that we will continue to be well-capitalized in accordance with the regulatory standards.

The Dodd-Frank Act resulted, and will continue to result, in new laws and regulations that are expected to increase our costs of operations.

The Dodd-Frank Act significantly changed bank regulatory structure and affected the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies and will continue to do so. The Dodd-Frank Act required various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies were given significant discretion in drafting the implementing rules and regulations, and many of the details and much of the impact of the Dodd-Frank Act may not be known for months or years.
 
These new and revised rules have and may continue to increase our regulatory compliance burden and costs and restrict the financial products and services we offer to our customers. Moreover, states may now adopt stricter consumer protection laws, and state attorneys general may enforce consumer protection rules issued by the CFPB. Compliance with new consumer protection rules will likely increase our overall regulatory compliance costs and may require changes to our underwriting practices with respect to mortgage loans. Moreover, these rules may adversely affect the volume of mortgage loans that we underwrite and may subject us to increased potential liabilities related to such residential loan origination activities.

The Dodd-Frank Act also contained provisions that may limit the scope of the federal preemption of state consumer protection laws enjoyed by federal savings associations, such as the Bank, and national banks by (1) requiring that a state consumer financial law prevent or significantly interfere with the exercise of a federal savings association’s or national bank’s powers before it can be preempted, (2) mandating that any preemption decision be made on a case by case basis rather than a blanket rule, and (3) ending the applicability of preemption to subsidiaries and affiliates of national banks and federal savings associations.

It remains difficult to predict the ultimate impact of the Dodd-Frank Act on us, including the extent to which it could increase costs or limit our ability to pursue business opportunities in an efficient manner, or otherwise adversely affect our business, financial condition and results of operations. We expect, however, that at a minimum, the new rules imposed by or under the Dodd-Frank Act will increase our operating and compliance costs.

A prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results.

Our primary lending emphasis is the origination of one-to-four family first mortgage loans on residential properties; therefore we are particularly exposed to downturns in the U.S. housing market. The primary risks inherent in our one- to four-family loan portfolio are declines in economic conditions, elevated levels of unemployment or underemployment, and declines in residential real estate values. Any one or a combination of these events may have an adverse impact on borrowers’ ability to repay their loans, which could result in increased delinquencies, non-performing assets, loan losses, and future loan loss provisions.

Additionally, we have a concentration of loans secured in New York and Florida. Approximately 80.5% of our loan portfolio is comprised of loans secured by property located in our markets in and around of New York, and approximately 19.5% is comprised of loans secured by property located in Florida. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as inflation, unemployment, recession, natural disasters, or other factors beyond our control could impact the ability of our borrowers to repay their loans. Decreases in local real estate values could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Currently, there is not a single employer or industry in the area on which the majority of our customers are dependent.

The Company operates in a highly regulated environment and may be adversely affected by changes in laws, regulations and tax policies.

As described above, the Bank is subject to extensive regulation, supervision and examination by the OCC, its primary federal regulator, and by the FDIC, as insurer of our deposits. In addition, the Company is subject to regulation and supervision by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on operations, the classification of the Bank’s assets and determination of the level of allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on operations.

Likewise, the Company operates in an environment that imposes income taxes on its operations at both the federal and state levels to varying degrees. Strategies and operating routines have been implemented to minimize the impact of these taxes. Consequently, any change in tax legislation could significantly alter the effectiveness of these strategies.
 
Our ability to pay dividends is subject to regulatory limitations and other limitations which may affect our ability to pay dividends to our stockholders or to repurchase our common stock.

TrustCo is a separate legal entity from its subsidiary, Trustco Bank, and does not have significant operations of its own. The availability of dividends from Trustco Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank and other factors that the OCC or the Federal Reserve Board could assert that payment of dividends or other payments may result in an unsafe or unsound practice. In addition, under the Dodd-Frank Act, TrustCo will be subjected to consolidated capital requirements and will be required to serve as a source of strength to Trustco Bank. If the Bank is unable to pay dividends to TrustCo, or if TrustCo is required to retain capital or contribute capital to the Bank, we may not be able to pay dividends on our common stock or to repurchase shares of common stock.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income.

We are subject to extensive regulation, supervision, and examination by the OCC, FRB, and the FDIC. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on a bank’s operations, reclassify assets, determine the adequacy of a bank’s loss allowances and determine the level of deposit insurance premiums assessed. Any change in these regulations and oversight, and the regulation of other agencies, such as the CFPB and the U.S. Department of Housing and Urban Development, whether in the form of regulatory policy, new regulations or legislation, or additional deposit insurance premiums, could have a material impact on our operations.

Further, there may be additional laws and regulations, or changes in policy, affecting lending and funding practices, regulatory capital limits, interest rate risk management, and liquidity standards. The federal bank regulatory agencies may require us to maintain capital ratios in excess of regulatory requirements, and new laws and regulations may increase our costs of regulatory compliance and of doing business, and otherwise affect our operations. New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the products we offer, the fees we can charge and our ongoing operations, costs, and profitability.

Our business could be adversely affected by third-party service providers, data breaches and cyber-attacks.

We face the risk of operational disruption, failure or capacity constraints due to our dependency on third-party vendors for components of our business infrastructure. While we have selected these third-party vendors through our vendor management process, it does not control their operations. As such, any failure on the part of these business partners to perform their various responsibilities could also adversely affect our business and operations.

Our assets which are at risk for cyber-attacks include financial assets and non-public information belonging to customers. We use several third-party vendors who have access to our assets via electronic media. Certain cyber security risks arise due to this access, including cyber espionage, blackmail, ransom, and theft. We employ many preventive and detective controls to protect our assets, and provide recurring information security training to all employees. To date, we have not experienced any material losses relating to cyber-attacks or other information security breaches, but there can be no assurance that we will not suffer such attacks or attempted breaches, or incur resulting losses in the future. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our plans to continue to implement internet and mobile banking to meet customer demand, and the current economic and political environment. As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business.

As part of our financial institution business, we collect, process and retain sensitive and confidential customer information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. If information security is breached, information can be lost or misappropriated, resulting in financial loss or costs to us. Any security breach involving confidential customer information, whether by us or by our vendors, could severely damage our reputation, expose us to the risks of litigation and liability or disrupt our operations and have a material adverse effect on our business.
 
We could suffer a material adverse impact from interruptions in the effective operation of, or security breaches affecting, our computer systems.

We rely heavily on information systems to conduct our business and to process, record, and monitor our transactions. Risks to the systems result from a variety of factors, including the potential for bad acts on the part of hackers, criminals, employees and others. As one example, in recent years, some banks have experienced denial of service attacks in which individuals or organizations flood the bank’s website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions. We are also at risk for the impact of natural disasters, terrorism and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others. These risks also arise from the same types of threats to businesses with which we deal.
 
Potential adverse consequences of attacks on our computer systems or other threats include damage to our reputation, loss of customer business, litigation and increased regulatory scrutiny, which might also result in financial loss and require additional efforts and expense to attempt to prevent such adverse consequences in the future. 

Market volatility levels have experienced significant variations in recent years and a return to very high volatility levels could adversely affect us.

The stock and credit markets have been experiencing significant variations in volatility levels in recent years. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. Current volatility levels have diminished significantly from the peak, but a return to higher levels could cause the Company to experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different counterparties and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, banks, investment banks, mutual funds, and other institutional entities. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. Any such losses could be material and could materially and adversely affect our business, financial condition and results of operations.

We are subject to claims and litigation pertaining to fiduciary responsibility and lender liability.

Some of the services we provide, such as trust and investment services, require us to act as fiduciaries for our customers and others. In addition, loan workout and other activities may expose us or Trustco Bank to legal actions, including lender liability or environmental claims. From time to time, third parties make claims and take legal action against us pertaining to the performance of our fiduciary responsibilities or loan-related activities. If these claims and legal actions are not resolved in a manner favorable to us, we may be exposed to significant financial liability and/or our reputation could be damaged. Either of these results may adversely impact demand for our products and services or otherwise have a harmful effect on our business and, in turn, on our financial condition, results of operations and prospects.
 
We may not be able to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities.

Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost. The liquidity of Trustco Bank is used to make loans and to repay deposit liabilities as they become due or are demanded by customers. Liquidity policies and limits have been established by our board of directors, and our management monitors the overall liquidity position of Trustco Bank to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity. Trustco Bank is also a member of the Federal Reserve System and Federal Home Loan Bank System, each of which provides funding to members through advances and other extensions of credit that are typically collateralized with securities or mortgage-related assets. Our securities portfolio can be used as a secondary source of liquidity, and additional liquidity could be obtained from securities sold under repurchase agreements, non-core deposits and debt or equity securities issuances in public or private transactions. If we were unable to access any of these funding sources when needed, we might not be able to meet the needs of our customers, which could adversely affect our financial condition, our results of operations, cash flows and our level of regulatory capital.

New lines of business or new products and services may subject us to additional risks.

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

We may be subject to a higher effective tax rate if Trustco Realty Corp. (“Trustco Realty”) fails to qualify as a real estate investment trust (“REIT”).

Trustco Realty, a subsidiary of Trustco Bank, operates as a REIT for tax purposes. Trustco Realty was established to acquire, hold and manage mortgage assets and other authorized investments to generate net income for distribution to its shareholders.

For an entity to qualify as a REIT, it must meet certain organizational tests and it must satisfy the following six asset tests under the Internal Revenue Code each quarter: (1) at least 75% of the value of the REIT’s total assets must consist of real estate assets, cash and cash items, and government securities; (2) not more than 25% of the value of the REIT’s total assets may consist of securities, other than those includible under the 75% test; (3) not more than 5% of the value of its total assets may consist of securities of any one issuer, other than those securities includible under the 75% test or securities of a taxable REIT subsidiary; (4) not more than 10% of the outstanding voting power of any one issuer may be held, other than those securities includible under the 75% test or securities of a taxable REIT subsidiary; (5) not more than 10% of the total value of the outstanding securities of any one issuer may be held, other than those securities includible under the 75% test or securities of a taxable REIT subsidiary; and (6) a REIT cannot own securities in one or more taxable REIT subsidiaries which comprise more than 25% of the value of its total assets. At December 31, 2015, Trustco Realty met all six quarterly asset tests.

Also, a REIT must satisfy the following two gross income tests each year: (1) at least 75% of its gross income must be from qualifying income closely connected with real estate activities; and (2) 95% of its gross income must be derived from sources qualifying for the 75% test and dividends, interest, and gains from the sale of securities. In addition, a REIT must distribute at least 90% of its taxable income for the taxable year, excluding any net capital gains, to maintain its non-taxable status for federal income tax purposes. For 2015, Trustco Realty met the two annual income tests and the distribution test.

If Trustco Realty fails to meet any of the required provisions and, therefore, does not qualify to be a REIT, our effective tax rate would increase.
 
We may be subject to a higher effective tax rate if New York State enacts legislation that would eliminate the partial dividends received exclusion currently available to the Bank for New York State income tax purposes for dividends it receives from Trustco Realty.

Current New York State tax law allows a 60% exclusion for dividends received from a greater than 50%-owned REIT subsidiary of a bank, provided the REIT was in existence on April 1, 2014 and the total assets of the bank’s affiliated group is less than $8 billion. Trustco Bank qualifies for this exclusion for dividends it receives from Trustco Realty. If New York State enacts legislation that would eliminate this exclusion, Trustco Bank would instead be entitled to a subtraction modification for 50% of its net loan interest from certain loans secured by residential real property located in New York and certain commercial loans to New York customers. However, the exclusion for this loan interest might be smaller than the 60% dividend exclusion the Bank currently receives for dividends from Trustco Realty. Consequently, a change in tax law that would eliminate the 60% dividend exclusion may increase our effective tax rate. We are not aware of any such proposed legislation at this time.

The trust wealth management fees we receive may decrease as a result of poor investment performance, in either relative or absolute terms, which could decrease our revenues and net earnings.

Our Trustco Financial Services department derives its revenues primarily from investment management fees based on assets under management. Our ability to maintain or increase assets under management is subject to a number of factors, including investors’ perception of our past performance, in either relative or absolute terms, market and economic conditions, and competition from investment management companies. Financial markets are affected by many factors, all of which are beyond our control, including general economic conditions, securities market conditions, the level and volatility of interest rates and equity prices, competitive conditions, monetary and fiscal policy and investor sentiment. A decline in the value of the assets under management would decrease our income. Further certain of our investment advisory and wealth management clients can terminate, with little or no notice, their relationships with us, reduce their aggregate assets under management, or shift their funds to other types of accounts with different rate structures.

Strong competition within the Bank’s market areas could hurt profits and slow growth.

The Bank faces intense competition both in making loans and attracting deposits. This competition comes principally from other banks, savings and loan associations, credit unions, mortgage companies, other lenders, and institutions offering uninsured investment alternatives. Many of our competitors have competitive advantages, including greater financial resources and higher lending limits, a wider geographic presence, more accessible branch office locations, more aggressive marketing campaigns and better brand recognition, and the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. Competition has made it more difficult for the Bank to make new loans and at times has forced the Bank to offer higher deposit rates. Price competition for loans and deposits might result in the Bank earning less on loans and paying more on deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits and to hire and retain experienced employees. Management expects competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. The Bank’s profitability depends upon its continued ability to compete successfully in its market areas.

We are dependent upon the services of our management team.

We are dependent upon the ability and experience of a number of our key management personnel who have substantial experience with our operations, the financial services industry and the markets in which we offer our services. It is possible that the loss of the services of one or more of our senior executives or key managers would have an adverse effect on our operations. Our success also depends on our ability to continue to attract, manage and retain other qualified middle management personnel as we grow. We cannot assure you that we will continue to attract or retain such personnel.
 
Provisions in our articles of incorporation and bylaws and New York law may discourage or prevent takeover attempts, and these provisions may have the effect of reducing the market price of our stock.

Our articles of incorporation and bylaws include several provisions that may have the effect of discouraging or preventing hostile takeover attempts, and therefore, making the removal of incumbent management difficult. The provisions include staggered terms for our board of directors and requirements of supermajority votes to approve certain business transactions. In addition, New York law contains several provisions that may make it more difficult for a third party to acquire control of us without the approval of the board of directors, and may make it more difficult or expensive for a third party to acquire a majority of our outstanding stock. To the extent that these provisions are effective in discouraging or preventing takeover attempts, they may tend to reduce the market price of our stock.

Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change financial accounting and reporting standards that govern the preparation of our consolidated statements. These changes can be hard to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, we could be required to apply a new or revised accounting standard retroactively, which could affect beginning of period financial statement amounts.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by TrustCo in reports we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

The preparation of financial statements requires the use of estimates that may vary from actual results.

Preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant estimates that affect the financial statements. One of our most critical estimates is the level of the allowance for loan losses. Due to the inherent nature of this estimate, we cannot provide absolute assurance that we will not significantly increase the allowance for loan losses higher than the current balance.

We rely on communications, information, operating and financial control systems, and technology from third-party service providers, and we may suffer an interruption in those systems that may result in lost business. Further, we may not be able to substitute providers on terms that are as favorable if our relationships with our existing service providers are interrupted.

We rely heavily on third-party service providers for much of our communications, information, operating and financial controls systems, and technology. Any failure or interruption or breach in security of these systems could result in failures or interruptions in our customer relationships management, general ledger, deposit, servicing and/or loan origination systems. We cannot assure you that such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed by us or the third parties on which we rely. The occurrence of any failure or interruption could have a material adverse effect on our business, financial condition, results of operations and cash flows. If any of our third-party service providers experience financial, operational or technological difficulties, or if there is any other disruption in our relationships with them, we may be required to locate alternative sources of such services, and we cannot assure you that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems, without the need to expend substantial resources, if at all. Any of these circumstances could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 
If the business continuity and disaster recovery plans that we have in place are not adequate to continue our operations in the event of a disaster, the business disruption can adversely impact our operations.

External events, including terrorist or military actions, or an outbreak of disease, and resulting political and social turmoil could cause unforeseen damage to our physical facilities or could cause delays or disruptions to operational functions, including information processing and financial market settlement functions. Additionally, our customers, vendors and counterparties could suffer from such events. Should these events affect us, or our customers, or vendors or counterparties with which we conduct business, our results of operations could be adversely affected.

The Company's risk-management framework may not be effective in mitigating risk and loss.

The Company maintains an enterprise risk management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These risks include: interest-rate, credit, liquidity, operations, reputation, compliance and litigation. While the Company assesses and improves this program on an ongoing basis, there can be no assurance that its approach and framework for risk management and related controls will effectively mitigate all risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company's risk-management program, or if its controls break down, the performance and value of its business could be adversely affected.

Item 1B.
Unresolved Staff Comments

None.

Item 2.
Properties

TrustCo's executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302. The Company operates 146 offices, of which 25 are owned and 121 are leased from others. The asset value of these properties, when considered in the aggregate, is not material to the operation of TrustCo.
 
In the opinion of management, the physical properties of TrustCo and the Bank are suitable and adequate and are being fully utilized.

Item 3.
Legal Proceedings

The nature of TrustCo's business generates a certain amount of litigation against TrustCo and its subsidiaries involving matters arising in the ordinary course of business. In the opinion of management of TrustCo, there are no proceedings pending to which TrustCo or any of its subsidiaries is a party, or of which its property is the subject which, if determined adversely to TrustCo or such subsidiaries, would be material in relation to TrustCo's consolidated shareholders' equity and financial condition.

Item 4.
Mine Safety Disclosure

Not applicable.
 
Executive Officers of TrustCo

The following is a list of the names and ages of the executive officers of TrustCo and their business history for the past five years:

 
Name, Age and
Position
With Trustco
 
 
 
 
Principal Occupations Or Employment Since January 1, 2008
 
Year First
Became
Executive of
TrustCo
         
Robert J. McCormick,
Age 52,
President and Chief Executive Officer
 
Chairman, President and Chief Executive Officer of TrustCo from January 2009 to December 2010, President and Chief Executive Officer of TrustCo since January 2004, Executive Officer of TrustCo since 2001 and President and Chief Executive Officer of Trustco Bank since November 2002. Chairman of TrustCo and Trustco Bank from November 2008 to December 2010. Director of TrustCo and Trustco Bank since 2005. Robert J. McCormick is the son of Robert A. McCormick. Joined Trustco Bank in 1995.
 
2001
 
Robert T. Cushing ,
Age 60,
Executive Vice President and Chief Operating Officer
 
Executive Vice President and Chief Operating Officer of TrustCo since December 2014, Executive Vice President and Chief Financial Officer of TrustCo from January 2004 to December 2014, President and Chief Executive Officer of TrustCo from November 2002 to December 2003; Executive Officer of TrustCo and Trustco Bank since 1994. Joined Trustco Bank in 1994.
 
1994
         
Scot R. Salvador ,
Age 49,
Executive Vice President and Chief Banking Officer
 
Executive Vice President and Chief Banking Officer of TrustCo and Trustco Bank since January 2004. Executive Officer of TrustCo and Trustco Bank since 2004. Joined Trustco Bank in 1995.
 
2004
         
Robert M. Leonard ,
Age 53,
Executive Vice President and Secretary
 
Secretary or Assistant Secretary of TrustCo and Trustco Bank since 2003. Executive Vice President of TrustCo and Trustco Bank since 2013. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Administrative Vice President of TrustCo and Trustco Bank from 2004 to 2010. Executive Officer of TrustCo and Trustco Bank since 2003. Joined Trustco Bank in 1986.
 
2003
         
Michael M. Ozimek  
Age 41,
Senior Vice President and Chief Financial Officer
 
Senior Vice President and Chief Financial Officer since December 2014. Administrative Vice President of TrustCo and Trustco Bank from June 2010 to December 2014. Vice President of Trustco Bank from 2004 to June 2010.
 
2014
         
Eric W. Schreck  
Age 49,
Senior Vice President and Treasurer
 
Treasurer of TrustCo since 2010. Senior Vice President and Florida Regional President since 2009. Executive Officer of TrustCo and Trustco Bank since 2010. Joined Trustco Bank in 1989.
 
 2010
         
Thomas M. Poitras ,
Age 53,
Vice President and Assistant Secretary
 
Secretary or Assistant Secretary of TrustCo and Trustco Bank since 2005. Vice President or Administrative Vice President of Trustco Bank since 2001. Executive Officer of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1986.
 
2005
         
Sharon J. Parvis ,
Age 65,
Vice President and Assistant Secretary
 
Assistant Secretary of TrustCo and Trustco Bank since 2005. Vice President of Trustco Bank since 1996 and Executive Officer of TrustCo and Trustco Bank since 2005. Joined Trustco Bank in 1987.
 
2005
 
PART II

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

TrustCo’s common stock is traded on The Nasdaq Stock Market, LLC under the symbol “TRST.” Information with respect to the range of high and low sales prices for TrustCo’s common stock, and with respect to the frequency and amount of cash dividends declared on the common stock, is set forth on page 1 of TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto and incorporated by reference herein. TrustCo had 12,447 shareholders of record as of February 10, 2016, and the closing price of TrustCo's common stock on that date was $5.46.

The following table provides information, as of December 31, 2015, regarding securities authorized for issuance under TrustCo’s equity compensation plans.

 
 
 
 
 
Plan category
 
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
   
Weighted-average
exercise price of
outstanding
options, warrants and rights
(b)
   
Number of
securities
remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)
 
Equity compensation plans approved by security holders
   
2,324,971
     
7.34
     1,061,000  
Total
   
2,324,971
   
$
7.34
     1,061,000  

The following details the purchase of shares of TrustCo’s common stock made by or on behalf of TrustCo in the fourth quarter of the year ended December 31, 2015.

Issuer Purchases of Equity Securities

Period
 
 
(a)
Total Number of Shares Purchased*
   
(b)
Average Price Paid Per Share
   
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
   
(d)
 Maximum Number of Shares that May Yet Be Purchased  Under the Plans or Programs
 
                       
November 1 to November 30, 2015
 
7,483
   
$
6.47
     
     
 
Total
 
7,483
   
$
6.47
     
     
 
 
*Purchase relates to an employee exercise of incentive stock options.

The TrustCo Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto, contains a graph comparing the yearly percentage change in the Company’s cumulative total shareholder return on its common stock with the cumulative return of the Russell 2000 and the SNL Bank and Thrift indices. Such graph is incorporated herein by reference.
 
Item 6 .
Selected Financial Data

The information required by this this Item 6 is incorporated herein by reference from the table captioned “FIVE YEAR SUMMARY OF FINANCIAL DATA” in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto.

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

The information required by this this Item 7 is contained in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

The information required by this this Item 7A is contained in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 8.
Financial Statements and Supplementary Data

The consolidated financial statements, together with the report thereon of Crowe Horwath LLP, and the required supplementary financial data are included in TrustCo's Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto and incorporated herein by reference.

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.
Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to satisfy the objectives for which they are designed.

Management’s Report on Internal Control over Financial Reporting , together with the report thereon of Crowe Horwath LLP is included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2015, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the Company's quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B.
Other Information

None.
 
PART III

Item 10.
Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is incorporated herein by reference to the disclosure under the headings “Information on TrustCo Directors and Nominees” and “Information on TrustCo Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance" in the Company’s Proxy Statement (Schedule 14A) for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. TrustCo has adopted a code of conduct that applies to all employees, including its principal executive, financial and accounting officers. A copy of this code of conduct will be provided without charge upon written request. Requests and inquiries should be directed to: Robert M. Leonard, Executive Vice President, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082. The required information regarding TrustCo's executive officers is contained in PART I in the item captioned "Executive Officers of TrustCo."

Item 11.
Executive Compensation

The information required by this Item 11 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end. Additional information concerning the Company’s equity compensation plans is set forth in Part II, Item 5 hereof.

Item 13.
Certain Relationships, Related Transactions and Director Independence

The information required by this Item 13 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Item 14.
Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference to the Company’s Proxy Statement (Schedule 14A) for its 2016 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

PART IV

Item 15.
Exhibits, Financial Statement Schedules

The following financial statements of TrustCo and its consolidated subsidiaries, and the accountants' report thereon are filed as a part of this report.

Consolidated Statements of Condition -- December 31, 2015 and 2014.

Consolidated Statements of Income -- Years Ended December 31, 2015, 2014 and 2013.

Consolidated Statements of Comprehensive Income -- Years Ended December 31, 2015, 2014 and 2013.

Consolidated Statements of Changes in Shareholders' Equity -- Years Ended December 31, 2015, 2014 and 2013.

Consolidated Statements of Cash Flows -- Years Ended December 31, 2015, 2014 and 2013.

Notes to Consolidated Financial Statements .
 
Financial Statement Schedules

Not Applicable. All required schedules for TrustCo and its subsidiaries have been included in the consolidated financial statements or related notes thereto.

Supplementary Financial Information

Summary of Unaudited Quarterly Financial Information for the years ended December 31, 2015 and 2014.

Exhibits

See the Exhibit Index that appears at the end of this document and is incorporated herein.
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TrustCo Bank Corp NY
       
Date: March 4, 2016
By:
 /s/ Michael M. Ozimek
 
   
Michael M. Ozimek
 
   
Senior Vice President and Chief Financial Officer
 

Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Name and Signature
 
Title
 
Date
         
/s/ Robert J. McCormick
       
Robert J. McCormick
  
President and Chief Executive Officer
(principal executive officer)
  
March 4 , 2016
         
/s/ Michael M. Ozimek
       
Michael M. Ozimek
  
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
  
March 4 , 2016
         
*
       
Dennis A. DeGennaro
 
Chairman
 
March 4 , 2016
         
/s/ Brian C. Flynn
       
Brian C. Flynn
 
Director
 
March 4 , 2016
         
*
       
Thomas O. Maggs
 
Director
 
March 4 , 2016
         
*
       
Dr. Anthony J. Marinello
 
Director
 
March 4 , 2016
         
*
       
Robert A. McCormick
 
Director
 
March 4 , 2016
         
*
       
William D. Powers
 
Director
 
March 4 , 2016
         
*
       
William J. Purdy
 
Director
 
March 4 , 2016

* By:
/s/ Robert M. Leonard
 
Robert M. Leonard, as Agent
 
Pursuant to Power of Attorney
 
Exhibit Index
 
Exhibit No.
Description

Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended.
   
3(ii)
Amended and Restated Bylaws of TrustCo Bank Corp NY, dated September 16, 2008, incorporated by reference to Exhibit 99(a) to TrustCo Bank Corp NY’s Report on Form 8-K, filed September 16, 2008.
   
10(a)*
Amended and Restated Trust For Deferred Benefits Provided under Employment Agreements of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001 incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.
   
10(b)*
Amended and Restated Trust Under Non-Qualified Deferred Compensation Plans of Trustco Bank, National Association and TrustCo Bank Corp NY, dated September 18, 2001, incorporated by reference to, Exhibit 10(c) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.
   
10(c)*
Amended and Restated Trustco Bank and TrustCo Bank Corp NY Supplemental Retirement Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.6 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(d)*
Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.5 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(e)*
Amendment No. 1 to Second Amended and Restated TrustCo Bank Corp NY Performance Bonus Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(e) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
   
10(f)*
2011 Restatement of Trustco Bank Executive Officer Incentive Plan, effective as of February 1, 2011, incorporated by reference to Exhibit 99(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 21, 2011.
   
10(g)*
Form of 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and Robert J. McCormick, Robert T. Cushing and Scot R. Salvador, effective as of January 1, 2008, incorporated by reference to Exhibit 99.8 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(h)*
Amended and Restated TrustCo Bank Corp NY 1995 Stock Option Plan, dated September 18, 2001 incorporated by reference to, Exhibit 10(k) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.
   
10(i)*
Amendment No. 1 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005, incorporated by reference to Exhibit 10(v) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
   
10(j)*
Amendment No. 2 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(w) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
   
10(k)*
Amendment No. 3 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective January 1, 2008, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(l)*
Amendment No. 4 to Amended and Restated 1995 TrustCo Bank Corp NY Stock Option Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
 
10(m)*
Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated September 18, 2001 incorporated by reference to, Exhibit 10(l) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.
   
10(n)*
Amendment No. 1 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(z) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
   
10(o)*
Amendment No. 2 to Amended and Restated TrustCo Bank Corp NY Directors Stock Option Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(d) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
   
10(p)*
Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.4 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(q)*
Amendment No. 1, Second Amended and Restated TrustCo Bank Corp NY Directors Performance Bonus Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(f) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
   
10(r)*
Amended and Restated Trustco Bank Deferred Compensation Plan for Directors, effective as of January 1, 2008, incorporated by reference to Exhibit 99.3 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(s)*
Consulting Agreement Between TrustCo Bank Corp NY and Robert A. McCormick, dated December 21, 2010 incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2010.
   
10(t)*
Service Bureau Processing Agreement by and between Fidelity Information Services, Inc. and TrustCo Bank Corp NY dated March 3, 2004 incorporated by reference to, Exhibit 10(b) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2004.
   
10(u)*
Master Service Agreement by and between Sungard Wealth Management Services, LLC and TrustCo Bank Corp NY dated April 1, 2004 (portions omitted pursuant to a request for confidential treatment) incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2004.
   
10(v)*
2004 TrustCo Directors Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115689), filed May 20, 2004.
   
10(w)*
Amendment No. 1 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(aa) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
   
10(x)*
Amendment No. 2 to 2004 TrustCo Bank Corp NY Directors Stock Option Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
   
10(y)*
2004 TrustCo Stock Option Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-115674), filed May 20, 2004.
   
10(z)*
Amendment No. 1 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 20, 2005, incorporated by reference to Exhibit 10(x) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
 
10(aa)*
Amendment No. 2 to 2004 TrustCo Bank Corp NY Stock Option Plan, dated December 28, 2005, incorporated by reference to Exhibit 10(y) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2005.
   
10(bb)*
Amendment No. 3 to 2004 TrustCo Bank Corp NY Stock Option Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.2 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(cc)*
Amendment No. 4 to 2004 TrustCo Bank Corp NY Stock Option Plan, effective January 1, 2010, incorporated by reference to Exhibit 99(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 19, 2010.
   
10(dd)*
Restatement of Trustco Bank Senior Incentive Plan, effective as of January 1, 2008, incorporated by reference to Exhibit 99.9 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 22, 2008.
   
10(ee)*
Form of Amendments to 2008 Amended and Restated Employment Agreement between Trustco Bank, TrustCo Bank Corp NY and each of Robert J. McCormick, Robert T. Cushing and Scot R. Salvador, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 17, 2009.
   
10(ff)*
Amendment No. 1 to Second Amended and Restated Trustco Bank Executive Officer Incentive Plan, incorporated by reference to Exhibit 99.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2009.
   
10(gg)*
First Amendment to Restatement of Trustco Bank Senior Incentive Plan, incorporated by reference to Exhibit 99.2 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2009.
   
10(hh)*
Amended and Restated 2010 Equity Incentive Plan dated March 17, 2015, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 23, 2015.
   
10(ii)*
Amended and Restated 2010 Directors Equity Incentive Plan dated March 17, 2015, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 23, 2015.
   
10(jj)*
Form of Incentive Stock Option Award Agreement under the TrustCo Bank Corp NY Amended and Restated  2010 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.
   
10(kk)*
Restricted Stock Award Agreement dated November 15, 2011, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2011.
   
10(ll)*
Director Incentive Stock Option Award Agreement dated November 15, 2011, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2011.
   
10(mm)*
Director Restricted Stock Award Agreement dated November 15, 2011, incorporated by reference to Exhibit 10(d) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 18, 2011.
   
10(nn)*
Form of Performance Share Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.
   
10(oo)*
Form of Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Equity Incentive Plan, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.
 
10(pp)*
Form of Directors Restricted Stock Unit Award Agreement under the TrustCo Bank Corp NY Amended and Restated 2010 Directors Equity Incentive Plan, incorporated by reference to Exhibit 10(d) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.
   
10(qq)*
Employment Agreement among Trustco Bank, TrustCo Bank Corp NY And Robert M. Leonard, effective November 19, 2013, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 25, 2013.
   
10(rr)*
Amendment No. 1 to 2011 Restatement of Trustco Bank Executive Officer Incentive Plan, effective as of December 17, 2013, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 23, 2013.
   
10(ss)*
Consulting Agreement between TrustCo Bank Corp NY And Robert T. Cushing, dated as of December 16, 2014, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 16, 2014.
   
10(tt)*
Performance-Based Stock Appreciation Unit Agreement dated as of January 21, 2014, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed January 24, 2014.
   
10(uu)
Formal Agreement by and between Trustco Bank and the OCC dated July 21, 2015, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s first current report on Form 8-K filed July 21, 2015.
   
10(vv)*
Form of Consent and Waiver of officers of TrustCo Bank Corp NY and Trustco Bank, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 20, 2015.
   
11**
Computation of Net Income Per Common Share. Note 11 of TrustCo’s Annual Report to Shareholders for the year ended December 31, 2015 is incorporated herein by reference.
   
13 **
Portions of Annual Report to Security Holders of TrustCo for the year ended December 31, 2015.
   
21 **
List of Subsidiaries of TrustCo.
   
23 **
Consent of Independent Registered Public Accounting Firm.
   
24 **
Power of Attorney.
   
Rule 13a-14(a)/15d-14(a) Certification of Robert J. McCormick, principal executive officer.
   
Rule 13a-14(a)/15d-14(a) Certification of Michael M. Ozimek, principal financial officer.
   
32 **
Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.
   
101.INS
XBRL Instance Document.
   
101.SCH
XBRL Taxonomy Extension Schema Document.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
   
*
Management contract or compensatory plan or arrangement.
   
**
Filed herewith.
 
 
33


EXHIBIT 3(i)

Filed with State of New York Department of State

June 6, 2006

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law

1. The name of the Corporation is:   TrustCo Bank Corp N Y.

2. The Certificate of Incorporation was filed by the Department of State on the twenty-eighth day of October, 1981.  A Restated Certificate of Incorporation was filed by the Department of State on the fifteenth day of July, 1988 and an Amendment to the Certificate of Incorporation was filed by the Department of State on the twenty-ninth day of August, 1991.  An additional Restated Certificate of Incorporation was filed by the Department of State on the sixth day of August, 1993.  Additional amendments to the Certificate of Incorporation were filed by the Department of State on June 5, 1996, June 5, 1997, October 2, 1997, May 20, 1999 and June 25, 2004.
 
3.
a.
The Certificate of Incorporation is amended to increase the number of authorized shares of common stock from 100,000,000 shares to 150,000,000 shares. The number of shares of common stock issued before and after such Amendment shall be 82,119,360, such change being at the rate of 1 share of issued common stock for 1 share of issued common stock. The number of shares of common stock unissued before such Amendment shall be 17,880,640 and the number of shares of common stock unissued after such Amendment shall be 67,880,640, such change being at the rate of 1 share of unissued common stock for 1 share of unissued common stock.

b. To effect the foregoing, Section 4.1 of Article IV of the Certificate of Incorporation is hereby stricken out in its entirety, and the following new Article IV is substituted in lieu thereof:

4.1           The total number of shares of Common Stock which the Corporation shall have authority to issue is 150,000,000 shares of the par value of $1 per share.

The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares of the par value of $10 per share.
 
1

The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.

4. The amendment to the Certificate of Incorporation was authorized by a majority vote of the Board of Directors, followed by vote of the holders of a majority of the Corporation’s outstanding shares entitled to vote thereon, pursuant to Section 803 of the Business Corporation Law.

/s/ Robert J. McCormick
 
Robert J. McCormick, President & CEO
(Signature)
 
(Name and Capacity of Signer)
 
2

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law

Filer’s Name
Corporation Service Company
   
Address
80 State Street, 6th Floor
   
City, State and Zip Code
Albany, New York 12207-2543
 
3

Filed with State of New York Department of State
June 25, 2004
New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law

1. The name of the Corporation is:   TrustCo Bank Corp N Y.

2. The Certificate of Incorporation was filed by the Department of State on the twenty-eighth day of October, 1981.  A Restated Certificate of Incorporation was filed by the Department of State on the fifteenth day of July, 1988 and an Amendment to the Certificate of Incorporation was filed by the Department of State on the twenty-ninth day of August, 1991.  An additional Restated Certificate of Incorporation was filed by the Department of State on the sixth day of August, 1993.  Additional amendments to the Certificate of Incorporation were filed by the Department of State on June 5, 1996, June 5, 1997, October 2, 1997 and May 20, 1999.
 
3.
a.
The Certificate of Incorporation is amended to decrease the number of Directors from not less than seven (7) members and not more than twenty (20) members to not less than five (5) members and not more than fifteen (15) members.

b. To effect the foregoing, Article VI of the Certificate of Incorporation is hereby stricken out in its entirety, and the following new Article VI is substituted in lieu thereof:
 
4

Article VI
Directors; Election and Classification
 
6.             The entire Board of Directors, consisting of not less than five (5) members and not more than fifteen (15) members, shall be divided into three (3) classes of not less than two (2) members each, which classes are hereby designated as Class A, Class B and Class C. The number of directors of Class A shall equal one-third (1/3) of the total number of directors as determined in the manner provided in the Bylaws (with any fractional remainder to count as one);  the number of directors of Class B shall equal one-third (1/3) of said total number of directors (or the nearest whole number thereto); and the number of Directors in Class C shall equal said total number of directors minus the aggregate number of Directors in Classes A and B. At the election of the first Board of Directors, the class of each of the members then elected shall be designated. The term of office of each member then designated as a Class A director shall expire at the annual meeting of shareholders next ensuing, that of each member then designated as a Class B director at the annual meeting of shareholders one year thereafter, and that of each member then designated as a Class C director at the annual meeting of shareholders two years thereafter. At each annual meeting of shareholders held after the election and classification of the first Board of Directors, directors to succeed those whose terms expire at such annual meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders and until their respective successors are elected and have qualified or until their respective earlier displacement from office by resignation, removal or otherwise.

The Board of Directors of the Corporation shall have the authority to establish from time to time the exact number of directors, as shall be set forth in resolutions that may be adopted by the Board of Directors.

4. The amendment to the Certificate of Incorporation was authorized by the vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

/s/ Robert J. McCormick
 
Robert J. McCormick, President & CEO
(Signature)
 
(Name and Capacity of Signer)
 
5

CERTIFICATE OF AMENDMENT
OF THE
 CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law

Filer’s Name
Corporation Service Company
   
Address
80 State Street, 6th Floor
   
City, State and Zip Code
Albany, New York 12207-2543
 
6

Filed with State of New York Department of State
May 20, 1999
 
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP NY
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Robert A. McCormick and William F. Terry, being respectively, the President and Chief Executive Officer and the Secretary of TrustCo Bank Corp NY, certify:

1. The name of the Corporation is TrustCo Bank Corp NY.

2. The Certificate of Incorporation was filed by the Department of State on the twenty-eighth day of October, 1981.  A Restated Certificate of Incorporation was filed by the Department of State on the fifteenth day of July, 1988 and an Amendment to the Certificate of Incorporation was filed by the Department of State on the twenty-ninth day of August, 1991.  An additional Restated Certificate of Incorporation was filed by the Department of State on the sixth day of August, 1993.  Additional amendments to the Certificate of Incorporation were filed by the Department of State on June 5, 1996, June 5, 1997 and October 2, 1997.
 
3.
a.
The Certificate of Incorporation is amended to increase the number of authorized shares of common stock of the par value of $1 per share from 50,000,000 shares to 100,000,000 shares.

b. To effect the foregoing, Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation is hereby stricken out in its entirety, and the following new Article IV is substituted in lieu thereof:

4.1           The total number of shares of Common Stock which the Corporation shall have authority to issue is 100,000,000 shares of the par value of $1 per share.

The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares at the par value of $10 per share.

The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock on one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.
 
7

4. The amendment to the Certificate of Incorporation does not reduce stated capital.

5. The amendment to the Certificate of Incorporation was authorized by a majority vote of the Board of Directors, followed by vote of the holders of a majority of the Corporation’s outstanding shares entitled to vote thereon, at a meeting of shareholders.

IN WITNESS WHEREOF, we have signed this Certificate of Amendment on the 18th day of May, 1999.

 
/s/ Robert A. McCormick
 
Robert A. McCormick
 
President and Chief Executive Officer
   
 
/s/ William F. Terry
 
William F. Terry
 
Secretary
 
8

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
TRUSTCO BANK CORP N Y

Under Section 805 of the Business Corporation Law

 
MCNAMEE, LOCHNER, TITUS & WILLIAMS, P.C.
 
Attorneys At Law
 
P.O. Box 459
 
75 STATE STREET
 
ALBANY, NEW YORK 12201
 
9

Filed with State of New York Department of State
October 2, 1997

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TRUSTCO BANK CORP NY
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW

We, Robert A. McCormick and William F. Terry, being respectively, the President and Chief Executive Officer and Secretary of TrustCo Bank Corp NY, certify:

FIRST.  The name of the Corporation is TRUSTCO BANK CORP NY.

SECOND.  The Certificate of Incorporation was filed by the Department of State on the twenty-eighth day of October, 1981.  An Amended and Restated Certificate of Incorporation was filed by the Department of Sate on the fifteenth day of July 1988, and an Amendment to the Amended and Restated Certificate of Incorporation was filed by the Department of State on the twenty-ninth day of August 1991.  A further Amended and Restated Certificate of Incorporation was filed by the department of state on the sixth day of August 1993, and Amendments to the Amended and Restated Certificate were filed by the Department of State on the fifth day of June 1996, and the fifth day of June 1997.

THIRD.  The Certificate of Incorporation of the Corporation is restated as set forth in its entirety below.  The Restated Certificate of Incorporation restates the text of the Certificate of Incorporation as amended on June 5, 1996 and June 5, 1997, which amendments (i) increased the number of authorized shares of common stock set forth in Section 4.1 of Article IV from 25,000,000 shares to 50,000,000 shares and (ii) changed the number of directors of the Corporation set forth in Article VI.  This Restated Certificate of Incorporation also changes the process address as set forth in Article V.  No additional changes or amendments are being made pursuant to this restatement.

FOURTH.  The Certificate of Incorporation, as amended and restated, is set forth below:

Article I
Name

1.             The name of the corporation is:

TrustCo Bank Corp N Y

(hereinafter called the “Corporation”).
 
Article II
Purposes

2.             Subject to any limitation provided in the Business Corporation Law or any other statute of the State of New York, and except as otherwise specifically provided in this Certificate, the purposes for which the Corporation is formed are:
 
10

2.1           To the extent that a corporation formed under the Business Corporation Law of the State of New York may lawfully do so, to acquire, own, control, hold with power to vote, deal in and with, and dispose of, in any manner, interests in financial institutions, including, without limitation, banks, trust companies, savings banks, national banking associations, savings and loan associations, industrial banks, investment banks, service banks, safe deposit companies, credit unions, and mutual trust investment companies, located within or without the State of New York, and to acquire, own, control, hold with power to vote, deal in and with, and dispose of, in any manner, interests in any other companies, corporations, partnerships, trusts, unincorporated associations, joint stock associations, and other entities, which are engaged in activities related to the business of banking.
 
2.2           To the extent that a corporation formed under the Business Corporation law of the State of New York may lawfully do so, to engage in, carry on, conduct, and participate in activities, enterprises and businesses permitted to be engaged in, carried on, conducted and participated in by bank holding companies under applicable provisions of law and also research, experimenting, manufacturing, assembling, building, erecting, trading, buying, selling, collecting, distributing, wholesaling, retailing, importing, exporting, processing, compounding, producing, refining, synthesizing, mining, extracting, growing, liquidating, dismantling, demolishing, servicing, promoting, exhibiting and publishing activities, enterprises and businesses; and also any activities, enterprises, ventures and businesses similar or incidental to any of the foregoing.

2.3           To create, acquire, hold, deal in and with, and dispose of, in any manner, any legal or equitable interest in real property and chattels real, and, without limiting the generality of the foregoing, to purchase, receive, take (by grant, gift, devise, bequest or otherwise), own, hold, improve, employ, use, operate, manage, repair, control, maintain, sell, assign, transfer, convey, exchange, lease, alter, construct, mortgage or encumber real property, whether improved or unimproved, and structures and improvements on real property, or leaseholds, or any other legal or equitable interests or rights therein.

2.4           To create, acquire, hold, deal in and with, and dispose of, in any manner, any legal or equitable interest in tangible or intangible personal property, and, without limiting the generality of the foregoing, to make, purchase, receive, take (by grant, gift, bequest, lease, exchange or otherwise), own, hold, improve, employ, use, operate, manage, repair, control, maintain, process, import, export, sell, assign, transfer, convey, exchange, lease or otherwise dispose of, mortgage, pledge or otherwise encumber or in any manner to exploit, turn to account, trade or deal in or with, personal property, whether tangible or intangible, or any other legal or equitable interests or rights therein.

2.5           To make, create, apply for, renew, take (by grant, gift, bequest or otherwise), purchase, lease or otherwise acquire, to hold, own, register, use, operate, to sell, assign, license, lease, transfer, exchange or otherwise dispose of, to mortgage, pledge or otherwise encumber, to acquire or grant licenses with respect to, or in any manner to exploit, turn to account, trade or deal in or with, copyrights, trademarks, service marks, designs, inventions, discoveries, improvements, developments, processes, formulas, patents, trade names, labels, prints, or any interest or right, whether legal or equitable, therein.
 
11

2.6           To purchase, take (by grant, gift, bequest or otherwise), receive, subscribe for, invest in or otherwise acquire, own, hold, employ, sell, lend, lease, exchange, transfer, assign, or otherwise dispose of, mortgage, pledge, use, and otherwise deal in and with, or in respect of shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, certificates of interest or participation in profit-sharing agreements, collateral trust certificates, preorganization certificates and subscriptions, investment contracts, voting trust certificates, certificates of deposit or other securities or obligations of any kind by whomsoever issued (whether or not engaged in similar or different businesses, governmental or other activities); to exercise in respect thereof all powers and privileges of individual or corporate ownership or interest therein, including the right to vote thereon (by proxy or otherwise) for any and all purposes; to consent or otherwise act with respect thereto, without limitation and to issue in exchange therefor the Corporation’s shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, or other securities or obligations of any kind.

2.7           To make contracts, incur debts and other liabilities, and borrow money on such terms and at such rate of interest as the Corporation may determine; and to mortgage, pledge, convey, assign, in trust or otherwise encumber or dispose of, the property, good will, franchises or other assets of the Corporation, including contract rights and including after-acquired property.

2.8           To lend money, with or without security; provided that the Corporation shall not have the power to engage in the business of banking.

2.9           To issue, reissue, sell, assign, exchange, pledge, negotiate or otherwise dispose of, to purchase, receive, take, own, hold or otherwise acquire, to deal in or with, or to cancel, shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness or other securities or obligations of the corporation of any kind, whether secured or unsecured, and whether or not convertible into or subordinated to any other class of securities.

2.10         In furtherance of its corporate business, to guarantee or assume liability for the payment of the principal of, or dividends or interest on, or sinking fund payments in respect of, shares, stock, bonds, debentures, warrants, rights, scrip, notes, evidences of indebtedness, certificates of interest or participation in profit-sharing agreements, collateral trust certificates, preorganization certificates and subscriptions, investment contracts, voting trust certificates, certificates of deposit, or other securities or obligations of any kind by whomsoever issued; and to guarantee or assume liability for the performance of any other contract or obligation, made or issued by any domestic or foreign corporation, partnership, association, trustee, group, individual or entity; and, when authorized in any manner provided by law, to give any guaranty although not in furtherance of the Corporation’s purposes.
 
12

2.11         In furtherance of its corporate business, to be a promoter, partner, co-venturer, member, associate or manager of other business enterprises or ventures, or to be an agent thereof, or to the extent permitted in any jurisdiction to be an incorporator of other corporations of any kind or type.

2.12         To cause to be formed under the laws of any state or country, to control or in any manner participate in the management of, to reorganize, merge, consolidate, and to liquidate or dissolve any corporation, association or organization of any kind.

2.13         To engage in, carry on, conduct and/or participate in any activity, enterprise or business which is similar or related to any activity, enterprise or business herein set forth, or which is capable of being conveniently carried on incidental to any such activity, enterprise or business or which may directly or indirectly protect or enhance the value of any of the rights or property of the Corporation.

2.14         To engage in, carry on, conduct and/or participate in any general or specific branch or phase of the activities, enterprises or businesses authorized in the Certificate in the State of New York or in any other state of the United States and in all foreign countries, and in all territories, possessions and other places, and in connection with the same, or any thereof, to be and acts either as principal, agents, contractors or otherwise.

2.15         To do everything necessary, suitable, convenient or proper for the accomplishment, attainment or furtherance of, to do every other act or thing incidental to, appurtenant to, growing out of or connected with, the purposes set forth in this Certificate, whether alone or in association with others; to possess all the rights, powers and privileges now or hereafter conferred by the laws of the State of New York upon a corporation organized under the Business Corporation Law of the State of New York (as the same may be amended from time to time) or any statute which may be enacted to supplement or replace it, and, in general, to carry on any of the activities and to do any of the things herein set forth to the same extent and as fully as a natural person or a partnership, association, corporation, or other entity, or any of them, might or could do; provided that nothing herein set forth shall be construed as authorizing the Corporation to possess any purpose, object or power, or to do any act or thing forbidden by law to a corporation organized under the Business Corporation Law of the State of New York.
 
13

The foregoing provisions of this Article shall be construed as purposes, objects and powers, and each as an independent purpose, object and power, in furtherance, and not in limitation, of the purposes, objects and powers granted to the Corporation by the laws of the State of New York; and except as otherwise specifically provided in any such provision, no purpose, object or power herein set forth shall be in any way limited or restricted by reference to, or inference from, any other provision of this Certificate.

Article III
Office

The office of the corporation is to be located in the City of Schenectady, County of Schenectady, and State of New York.

Article IV
Number of Shares, Preemptive Rights Denied

4.1           The total number of shares of Common Stock which the Corporation shall have authority to issue is 50,000,000 shares of the par value of $1 per share.

The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares of the par value of $10 per share.

The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.

4.2           No holder of shares of the Corporation shall be entitled as of right to subscribe for, purchase or receive any new or additional shares of any class, whether now or hereafter authorized, or any notes, bonds, debentures or other securities convertible into, or carrying options or warrants to purchase, shares of any class; but all such new or additional shares of any class, or notes, bonds, debentures or other securities convertible into, or carry options or warrants to purchase, shares of any class may be issued or disposed of by the Board of Directors to such persons and on such terms as it, in its absolute discretion, may deem advisable.
 
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Article V
Designation of Secretary of State; Mailing Address

5.             The Secretary of State is designated as the agent of the Corporation upon whom process in any action or proceeding against the Corporation may be served, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is:

 
320 State Street
 
Schenectady, NY 12301
 
Attn:  Corporate Secretary

Article VI
Directors; Election and Classification

6.             The entire Board of Directors, consisting of not less than seven (7) members and not more than twenty (20) members, shall be divided into three (3) classes of not less than two (2) members each, which classes are hereby designated as Class A, Class B and Class C.  The number of directors of Class A shall equal one-third (1/3) of the total number of directors as determined in the manner provided in the Bylaws (which any fractional remainder to count as one); the number of directors of Class B shall equal one-third (1/3) of said total number of directors (or the nearest whole number thereto); and the number of Directors in Class C shall equal said total number of directors minus the aggregate number of Directors in Classes A and B.  At the election of the first Board of Directors, the class of each of the members then elected shall be designated.  The term of office of each member then designated as a Class A director shall expire at the annual meeting of shareholders next ensuing, that of each member then designated as a Class B director at the annual meeting of shareholders one year thereafter, and that of each member then designated as a Class C director at the annual meeting of shareholders two years thereafter.  At each annual meeting of shareholders held after the election and classification of the first Board of Directors, directors to succeed those whose terms expire at such annual meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders and until their respective successors are elected and have qualified or until their respective earlier displacement from office by resignation, removal or otherwise.

The Board of Directors of the Corporation shall have the authority to establish from time to time the exact number of directors, as shall be set forth in resolutions that may be adopted by the Board of Directors.

Article VII
Duration

7.             The duration of the Corporation is to be perpetual.
 
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Article VIII
Shareholders - Quorum, Voting and Special Meetings

8.             The holders of at least a majority of the outstanding Voting Stock of the Corporation shall be present in person or by proxy at any meeting of shareholders in order to constitute a quorum for the transaction of any business, and the affirmative vote of at least a majority of the Corporation’s outstanding Voting Stock shall be needed to approve any matter on which such shareholders are entitled to vote except that the affirmative vote or request, as the case may be, of at least two-thirds of the Corporation’s Voting Stock shall be needed to effect a change, modification or repeal of any provision in the Certificate of Incorporation or By-Laws and to call a Special Meeting of shareholders.  This provision does not affect those circumstances under which shareholder may call a Special Meeting for the election of directors as a matter of law and the right of management to call shareholder meetings as set forth in the By-Laws.

Article IX
Quorum and Voting Requirements at Directors’ Meeting

9.             A majority of the Board of Directors shall be present at any meeting of Directors in order to constitute a quorum for the transaction of any business.  The affirmative vote of a majority of the entire Board of Directors shall be necessary for the transaction of any business or specified items of business, except as otherwise provided in this Certificate, and except that, the affirmative vote of two-thirds of the entire Board of Directors shall be necessary to change, amend or repeal any provision of the Certificate of Incorporation or By-Laws.

Article X
Business Combination

10.1         Shareholder Approval of Business Combination -- Maximum Vote.

(A)          Except as otherwise expressly provided in Section 10.2 of this Article X, the approval of any Business Combination (as hereinafter defined) shall, in addition to any affirmative vote required by law or any other provision of this Certificate of Incorporation or any preferred stock designation of the Corporation, require the affirmative vote of the holders of not less than two-thirds of the shares of the Corporation then entitled to vote generally in the election of directors of the Corporation (hereinafter in this Article X referred to as “Voting Stock”), voting together as a single class, with each share of Voting Stock to have one (1) vote.

(B)           The term “Business Combination” as used in this Article X shall mean:

(i)          any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Substantial Shareholder (as hereinafter defined) or (b) any other corporation which, after such merger or consolidation, would be a Substantial Shareholder, regardless of which entity survives;
 
16

(ii)         any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Substantial Shareholder of all or any significant part of the assets of the Corporation or any Subsidiary, or both, with a “significant part of the assets” to be defined as more than ten percent (10%) of the total assets of such entity as shown on its audited statement of condition as of the end of the most recent fiscal year ending prior to the time the particular transaction is announced;

(iii)        the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Substantial Shareholder; or

(iv)       any transaction involving the Corporation or any Subsidiary, including any issuance, transfer or reclassification of any securities of, or any recapitalization of, the Corporation or any Subsidiary, or any merger or consolidation of the Corporation with any Subsidiary (whether or not involving a Substantial Shareholder), if the transaction would have the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is owned directly or indirectly by a Substantial Shareholder.

10.2         Exception to Maximum Vote Requirement.

The provision of Section 10.1 of this Article X shall not be applicable to any Business Combination, and such Business Combination shall require only such affirmative shareholder vote as is required by law or otherwise, if, in the case of a Business Combination which does not involve any cash or other consideration being received by shareholders of the Corporation (in their capacities as shareholders) the condition specified in the following paragraph (i) is met, or, in the case of any Business Combination, either the condition specified in the following paragraph (i) is met or the condition specified in the following paragraph (ii) is met:

(i)          the Business Combination shall have been approved by two-thirds of the Disinterested Directors (as hereinafter defined), it being understood that this condition shall not be capable of satisfaction unless there is at least one Disinterested Director.

(ii)         the consideration to be received per share by holders of Common Stock of the Corporation and by holders of each other class of Voting Stock outstanding, if any, shall be Fair Consideration (as hereinafter defined).
 
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10.3         Definitions.

(A)          “Fair Consideration” shall mean,

(i)          in the case of shares of Common Stock, an amount in cash or readily available funds at least equal to the highest of the following (whether or not the Substantial Shareholder has previously acquired such shares):

 (a)      the highest per share price paid by the Substantial Shareholder for any such shares acquired by it within the three-year period immediately preceding the first public announcement of the proposal of the Business Combination (hereinafter referred to as the “Announcement Date”), plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);

 (b)      the highest reported per share price at which such shares were publicly traded during the three-year period immediately preceding the Announcement Date, plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);

 (c)       the per share fair market value of such shares on the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(A); or

 (d)       the book value per share of Common Stock as of the end of the latest fiscal quarter preceding the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(A).

(ii)         and in the case of shares of any class of Voting Stock of the Corporation outstanding, an amount in cash or readily available funds at least equal to the highest of the following (whether or not the Substantial Shareholder has previously acquired any such shares);

 (a)        the highest per share price paid by the Substantial Shareholder for any such shares acquired by it within the three-year period immediately preceding the Announcement Date, plus an “interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);

 (b)       the highest reported per share price at which such shares were publicly traded during the three-year period immediately preceding the Announcement Date, plus an “Interest Adjustment” of such price, as defined hereafter in this Section 10.3(A);

 (c)        the per share fair market value of such shares on the Announcement Date, plus an “Interest Adjustment” of such value, as defined hereafter in this Section 10.3(AA); or
 
18

 (d)       the highest preferential amount per share to which the holders of such shares are entitled in the event of voluntary or involuntary liquidation or dissolution of the Corporation.

An “Interest Adjustment” of any price or value per share for a class of shares under this Section 10.3(A) shall equal an amount of interest on such price or value compounded annually from the Announcement Date until the Consummation Date of the Business Combination (The “Consummation Date”), or, in the case of subdivisions (a) and (b) in each of the subsections (A)(i) and (A)(ii) in this Section 10.3, from the date of the Substantial Shareholder first became a Substantial Shareholder (the “Determination Date”) until the Consummation Date, at a market prime rate of interest as may be determined from time to time by a majority of the Disinterested Directors, less the aggregate amount of any cash dividends per share paid on such class of shares during such period up to but not in excess of such amount of interest.

(B)           “Substantial Shareholder” shall mean and include any individual, corporation, partnership or other person or entity (other than the Corporation or any Subsidiary) which, together with its “Affiliates” and “Associates” (as such terms were defined as of December 11, 1984, in Rule 12b-2 under the Securities Exchange Act of 1934, is the “Beneficial Owner” (as determined in accordance with the criteria set forth as of December 11, 1984, under Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate of more than five percent (5%) of the voting power of the then-outstanding Voting Stock of the Corporation of any Affiliate or Associate of any such individual, corporation, partnership or other person or entity.

(C)           “Subsidiary” shall mean any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation.

(D)          “Disinterested Director” shall mean any member of the Board of Directors of the Corporation (the “Board”) who is unaffiliated with the Substantial Shareholder and who was a member of the Board prior to the Determination Date or became a member of the Board after the Determination Date and was recommended or elected by a majority of Disinterested Directors then on the Board.

10.4         Interpretative Power of Disinterested Directors.

A majority of the Disinterested Directors from time to time shall have the power and duty to determine, on the basis of facts known to them after reasonable inquiry,  all facts necessary to determine compliance with this Article X, including, without limitation, (1) whether a person or entity is a Substantial Shareholder, (2) whether the price in a proposed Business Combination is Fair Consideration, (3) the number of shares of Voting Stock beneficially owned by any person or entity at any given time, and (4) the fair market value as of any given date of the shares of any class of Voting Stock.
 
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10.5         Alteration, Amendment and Repeal

Notwithstanding any other provision of this Certificate of Incorporation or any provision of law or any preferred stock designation of the Corporation which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law or this Certificate of Incorporation or any preferred stock designation of this Corporation, the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article X or any provision of this Article X.

Article XI
Limitation of Personal Liability

11.            To the fullest extent that the Business Corporation Law of the State of New York, as the same exists or may hereafter be amended, permits elimination or a limitation of the liabilities of directors, no director of the corporation shall be liable to the corporation, or its shareholders for any breach of duty in such capacity.  Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to the effective date of such repeal or modification.

FIFTH.    These Amendments were authorized by votes of the Board of Directors, followed by votes of the holders of a majority of all outstanding shares entitled to vote thereon at meetings of Shareholders held on the twentieth day of May, 1996, and the nineteenth day of May, 1997.

SIXTH.    This restatement of the Certificate of Incorporation of the Corporation was authorized by a majority vote of the Board of Directors pursuant to Section 807 of the Business Corporation Law.

IN WITNESS WHEREOF, THE UNDERSINGED HAVE SIGNED THIS CERTIFICATE THIS 19TH DAY OF AUGUST, 1997, AND DO HEREBY AFFIRM THE CONTENTS TO BE TRUE UNDER THE PENALTIES OF PERJURY.

 
/s/ Robert A McCormick
 
 
ROBERT A. McCORMICK
 
 
President and Chief Executive Officer
 
     
 
/s/ William F. Terry
 
 
WILLIAM F. TERRY
 
 
Secretary
 
 
20

STATE OF NEW YORK
)
 
) SS.
COUNTY OF SCHENECTADY
)
 
ROBERT A McCORMICK, being duly sworn, deposes and says that he is the President and Chief Executive Officer of TRUSTCO BANK CORP NY, the Corporation named in the foregoing Certificate, that he has read and signed said Certificate and knows the contents thereof, and that the statements contained therein are true.

 
/s/ Robert A McCormick
 
 
ROBERT A. McCORMICK
 
 
PRESIDENT AND CHIEF EXECUTIVE OFFICER
 

Sworn to before me this

19th day of August, 1997

/s/ Joan Clark
 
Notary Public
 
 
21

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TRUSTCO BANK CORP N Y

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

Filed by:
 
Lewis, Rice & Fingersh, L.C.
   
500 N. Broadway
   
Suite 2000
   
St. Louis, Missouri 63102
 
 
22


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 146 community banking offices and 156 Automatic Teller Machines throughout the Bank’s market areas. The Company serves 5 states and 31 counties with a broad range of community banking services.
 
Financial Highlights      
(dollars in thousands, except per share data)
 
Years ended December 31,
 
   
2015
   
2014
   
Percent Change
 
Income:
                 
Net interest income (Taxable Equivalent)
 
$
143,222
   
$
141,583
     
1.16
%
Net Income
   
42,238
     
44,193
     
(4.42
)
Per Share:
                       
Basic earnings
   
0.444
     
0.467
     
(4.93
)
Diluted earnings
   
0.444
     
0.466
     
(4.72
)
Tangible book value at period end
   
4.33
     
4.14
     
4.59
 
Average Balances:
                       
Assets
   
4,721,146
     
4,574,941
     
3.20
 
Loans, net
   
3,234,806
     
3,014,156
     
7.32
 
Deposits
   
4,103,505
     
3,978,968
     
3.13
 
Shareholders' equity
   
405,761
     
382,810
     
6.00
 
Financial Ratios:
                       
Return on average assets
   
0.89
%
   
0.97
%
   
(8.25
)
Return on average equity
   
10.41
     
11.54
     
(9.79
)
Consolidated tier 1 capital to:
                       
Total assets (leverage)
   
8.86
     
8.55
     
3.63
 
Risk-adjusted assets
   
17.71
     
17.04
     
3.93
 
Common equity tier 1 capital ratio
   
17.71
     
N/A
 
   
N/A
 
Total capital to risk-adjusted assets
   
18.97
     
18.30
     
3.66
 
Net loans charged off to average loans
   
0.16
     
0.22
     
(25.66
)
Allowance for loan losses to nonperforming loans
   
1.58
x
   
1.36
x
   
16.01
 
Efficiency ratio
   
55.08
%
   
52.60
%
   
(4.71
)
Dividend Payout ratio
   
59.13
     
56.30
     
5.02
 
 
Per Share information of common stock                              
         
Basic
Earnings
         
Diluted
Earnings
         
Cash
Dividend
       
Tangible
Book
Value
       
Range of Stock
Price
  
High
   
Low
 
                                     
2015
                                   
First quarter
 
$
0.113
   
$
0.113
   
$
0.0656
   
$
4.21
   
$
7.33
   
$
6.42
 
Second quarter
   
0.113
     
0.113
     
0.0656
     
4.23
     
7.19
     
6.60
 
Third quarter
   
0.112
     
0.111
     
0.0656
     
4.33
     
7.20
     
5.59
 
Fourth quarter
   
0.107
     
0.107
     
0.0656
     
4.33
     
6.63
     
5.60
 
                                                 
2014
                                               
First quarter
   
0.116
     
0.116
     
0.0656
     
3.93
     
7.33
     
6.20
 
Second quarter
   
0.125
     
0.125
     
0.0656
     
4.06
     
7.19
     
6.35
 
Third quarter
   
0.113
     
0.113
     
0.0656
     
4.10
     
7.12
     
6.43
 
Fourth quarter
   
0.113
     
0.112
     
0.0656
     
4.14
     
7.50
     
6.42
 
 
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.
 
1

Financial Highlights
1
   
President’s Message
3-4
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
5
   
Glossary of Terms
34-36
   
Management’s Report on Internal Control Over Financial Reporting
37
   
Report of Independent Registered Public Accounting Firm
38-39
   
Consolidated Financial Statements and Notes
40-93
   
Branch Locations
94-98
   
Officers and Board of Directors
99-100
   
General Information
101
   
Share Price Information
102
 
TrustCo Bank Corp NY Mission

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

President’s Message
 
Dear fellow shareholders:

We are pleased to report Trustco Bank had great results in 2015.  Deposit and loan growth resulted in solid profits – all arising from our commitment to providing the best banking products and customer service in the industry.

As always, our first-mortgage product stands out among the Bank’s offerings and was responsible for the majority of our 2015 growth.  We pride ourselves on offering products that help people become homeowners in all parts of our community, including areas underserved by some segments of our industry.  In these, and all parts of our community, we offer prudent loans at a fair rate.  Simply put, we make good loans to good people in every part of our community.  Through these practices our loans outstanding reached a record high of $3.3 billion.

Not only are we actually lending in the communities we serve, we continue to open branches as the needs of our market area dictate. Our branch network is the platform for our growth and where most new business is generated.  In 2015, we opened two new branches in Central Florida, bringing our Florida branch count to 51.  Our average deposits per branch in 2015 increased $474 thousand over the 2014 average.  Deposits also showed strong growth in 2015 ending the year at $4.1 billion. Our low-cost core checking and interest-bearing checking deposit accounts were the main contributors to this growth.  Having this type of core customer provides the additional benefit of allowing us the opportunity to cross sell additional products and services.

Our performance ratios remained solid with a return on average equity of 10.41% and efficiency ratio of 55.1% for 2015, while our non-performing assets fell $5.7 million or 14% for the year.

Of course, 2015 was not without challenges.  As you probably know, we entered into a Formal Agreement with The Office of the Comptroller of the Currency.  As a result, we have sharpened our focus on legal compliance, articulated in a detailed action plan.  Everyone with management responsibility at the Bank works every day toward full implementation of that plan.  I am happy to report very substantial progress has been made and the focus of our organization is exactly where it must be – on serving our customers in full compliance with the law.  Our commitment to doing whatever needs to be done to meet the requirements of the Formal Agreement and remaining a fully compliant company has added significant costs to our bottom line in both one-time and ongoing expenses – mainly in personnel and professional services.  Our strong earnings including these costs is a testament to the solid foundation of our institution and the agility of our management team.  In short, we expect to emerge from this process not only stronger, but smarter and well positioned for future growth.
 
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We are happy to announce the appointment of Brian C. Flynn to our Board of Directors.  Brian worked for over 30 years with financial service companies prior to his recent retirement as a partner with KPMG.  We believe Brian will have a significant positive impact on the work of the Board and we look forward to his participation.  We would also like to thank Joseph A. Lucarelli, who resigned from our Board during 2015, for his contributions during his years on the Board.  Joe will certainly be missed.

Our Financial Services Department is a trusted resource for our customers needing more sophisticated services. Assets under management at year-end 2015 were $842 million.  We offer a wide range of investment products and assist in estate and retirement planning.  Please reach out if you need assistance. We have a very approachable team ready to help out.

Remaining true to being “ Your Home Town Bank ”, in 2015 Trustco donated to more than 300 charitable organizations.  As proud members of the communities where we do business, from rehabbing neighborhood parks to sponsoring and participating in events, our employees have also donated thousands of hours of their time to hundreds of local community groups.

It is with a mixture of pride and regret to report that my father, Robert A. McCormick, has decided that he will not run for re-election to our Board at the end of his current term, which expires at our annual meeting on May 19, 2016.  Long time shareholders know that since he joined Trustco’s predecessor, Schenectady Trust in 1977, we have grown from 12 branches and $210 million of assets to 145 branches and $4.7 billion of assets.  Trustco’s current size, financial strength and extensive branch network are testament to his leadership during his years as President, CEO and member of the Board. He will leave us well-positioned for the future upon his retirement.  As a final note, our belief in returning excess capital to shareholders is another legacy he will leave behind, with the dividend paid in January of this year adding to total dividends of approximately $545 million paid to shareholders since the beginning of 2000.  We thank him for all he has done for our Company and our communities.

We are proud of our team, enthusiastic about our future and confident that your Company is poised for significant profit and growth for years to come.  On behalf of the Board of Directors and our employees, we thank you for your support.

Sincerely,
 
/s/ Robert J. McCormick
President and Chief Executive Officer
TrustCo Bank Corp NY
 
4

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The financial review which follows will focus on the factors affecting the financial condition and results of operations of TrustCo during 2015 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 2015 should be read in conjunction with this review. Reclassifications are made where necessary to conform to the current year’s presentation.

TrustCo continued to make progress in 2015 despite a challenging operating environment and mixed economic conditions. Among the key results for 2015, in management’s view:

Net income declined 4.4% to $42.2 million in 2015 versus 2014;
Average loans and average deposits were up $221 million and $125 million, respectively, for 2015 compared to the prior year;
The average balance of core deposits grew $96 million in 2015 compared to 2014;
Nonperforming assets declined $5.7 million or 14.2% to $34.7 million from year-end 2014 to year-end 2015;
At 55.1%, the efficiency ratio remained at an industry-leading level (see Non-GAAP Financial Measures Reconciliation), and;
The regulatory capital levels of both the Company and the Bank improved at December 31, 2015 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 conservative 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 10.41% in 2015 compared to 11.54% in 2014, while return on average assets was 0.89% in 2015 and 0.97% in 2014.

The economic and business environment remained mixed during 2015.  Real gross domestic product (“GDP”) increased 2.4% in both 2015 and 2014, based on the advance estimate published on January 29, 2016, with growth rates declining in late 2015.  This annual rate of growth remains well below the range exhibited during more robust periods of economic activity, such as the 4% to 6% range experienced during the 1990s.  Equity markets performed poorly during 2015 with the Dow Jones Industrial Average down 2.2%, the S&P 500 down 0.7% and the Russell 2000 index down 5.7%. United States Treasuries saw significant price changes over the course of 2015, with the slope of the yield curve shifting considerably.  Yields on maturities on the short end of the curve moved higher during the year, particularly in the fourth quarter.  For example the three month and two year Treasury securities rose from 0.04% to 0.16% and from 0.67% to 1.06%, respectively, from year-end 2014 to year-end 2015.  Longer term Treasury securities yields generally increased less, with the ten year rising from 2.17% at the end of 2014 to 2.27% at the end of 2015.  Most overseas markets experienced more difficult conditions than seen in the United States, particularly in the latter part of the year.  Economic growth slowed in many areas, especially in China.  While the United States economy did grow in 2015, it continues to face significant challenges.  Employment increased and the unemployment rate declined, although labor force participation remains an ongoing issue.  Wage growth also remains weak, although there has been some progress on this front in recent months.  The strong dollar provides some significant benefits, but also makes US goods and services less competitive overseas.  Significant declines in the price of oil and many basic commodities also provides a mix of benefits and potential risks.  Finally, the impact of regulatory changes that have been in response to the 2007-2008 financial crisis have not been fully felt at this point, and we expect that these changes will continue to impact the banking industry going forward. These regulatory changes have added significant operating expense and operational burden and fundamentally changed the way banks conduct business in many ways.

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.
 
5

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 are committed to taking the necessary actions to fully address the provisions of the agreement and believe they have made significant progress towards that goal. Implementing the necessary action plans is currently expected to add annual expenses of approximately $5.0 million.  These expenses primarily include salaries and benefits for additional employees, third party consultants and costs associated with other tools and resources needed to fulfill the requirements of the agreement.

Overview

2015 results were marked by growth in the two key drivers of the Company’s long-term performance: deposits and loans. Deposits ended 2015 at $4.10 billion, an increase of $68.1 million or 1.7% from the prior year end, but more importantly the mix of deposits reflects an increase of $124 million or 4.3% increase in lower cost core deposits year over year.  The loan portfolio grew to a total of $3.29 billion, an increase of $135.0 million or 4.3% over the 2014 year-end balance. The year-over-year increases in deposits and loans reflect the success the Company has had in attracting customers to the Bank, both in newer branch locations as well as in its established offices. Management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers. Growing the customer base should contribute to continued growth of loans and deposits, as well as net interest income and non-interest income.  The flexibility of the Company’s balance sheet also contributed to net interest income growth as a portion of the Company’s liquid investment portfolio was redeployed into higher yielding loans.

TrustCo recorded net income of $42.2 million or $0.444 of diluted earnings per share for the year ended December 31, 2015, compared to $44.2 million or $0.466 of diluted earnings per share for the year ended December 31, 2014. 2014 net income included non-recurring items of $2.7 million, compared to $37 thousand in 2015.

During 2015, the following had a significant effect on net income:

an increase of $1.7 million in net interest income from 2014 to 2015 as a result of 3.2% growth in average interest earning assets, partially offset by a 7 basis point decline in the net interest margin to 3.09%,
a decrease in the provision for loan losses from $5.1 million in 2014 to $3.7 million in 2015,
an increase of $1.1 million in non-interest income (excluding net gain on sales of securities and non-recurring items) in 2015 as compared to 2014,
the recognition of net gains on securities transactions of $251 thousand in 2015 compared to net securities gains of $717 thousand recorded in 2014,
a $2.7 million decline in non-recurring items in 2015 as compared to 2014,
an increase of $4.9 million in non-interest expense (excluding other real estate expense, net),
a $992 thousand increase in other real estate expenses (net), and
a decrease of $2.9 million in income tax expense from $27.4 million in 2014 to $24.5 million in 2015.

TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2015 and 2014, including:

return on average equity of 10.41% for 2015 and 11.54% for 2014, compared to medians of 8.84% in 2015 and 8.67% in 2014 for a peer group comprised of all publicly traded banks and thrifts tracked by SNL Financial with assets of $2 billion to $10 billion, and
an efficiency ratio of 55.08% for 2015 and 52.60% for 2014, compared to the peer group levels of 61.99% in 2015 and 63.06% in 2014.
 
6

During 2015, TrustCo’s results were positively affected by the growth of total deposits, including low-cost core deposits, strong loan growth and a shift in asset mix. The low short-term rate environment prevailing throughout 2015 allowed the Company to continue to attract deposits at relatively low yields. On average for 2015, non-maturity deposits were 71.4% of total deposits, up from 71.2% in 2014.  Overall, the cost of interest bearing liabilities increased 1 basis point to 0.41% in 2015 as compared to 2014.  Average loan balances increased 7.3% from 2014 to 2015, while the total of short term investments, available for sale securities and held to maturity securities decreased 5.2%, resulting in average loans growing to 69.9% of average earning assets in 2015 from 67.2% in 2014.  Given that loan yields were approximately 300 basis points above the yield on the total of short term investments and securities, this shift, combined with the growth of the balance sheet, contributed to the $1.7 million increase in net interest income from 2014 to 2015. The Company has traditionally maintained a high liquidity position, and taken a conservative stance in its investment portfolio through the use of relatively short term securities. The low rate environment that prevailed during 2015 resulted in maturing and called securities being reinvested at low yields in some cases or being shifted to the higher yielding loan portfolio. The Federal Reserve Board’s (“FRB”) continued accommodative monetary policy, along with modest economic growth domestically and low rates in other nations, were key drivers of the rate environment during 2015. 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 2014 and most of 2015.  On December 16, 2015, the FRB increased the target range to 0.25% to 0.50%. The FRB Federal Open Market Committee (“FOMC”) affirmed in its January 27, 2016 press release that it would maintain “…its existing policy of reinvesting principal payments from its holdings of agency debt and agency mortgage-backed securities in agency mortgage-backed securities and of rolling over maturing Treasury securities at auction, and it anticipates doing so until normalization of the level of the Federal Funds rate is well under way. This policy, by keeping the Committee's holdings of longer-term securities at sizable levels, should help maintain accommodative financial conditions.”  In regard to the future path of rates, the Committee noted, “In determining the timing and size of future adjustments to the target range for the Federal Funds rate, the Committee will assess realized and expected economic conditions relative to its objectives of maximum employment and 2 percent inflation. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments. In light of the current shortfall of inflation from 2 percent, the Committee will carefully monitor actual and expected progress toward its inflation goal. The Committee expects that economic conditions will evolve in a manner that will warrant only gradual increases in the federal funds rate; the Federal Funds rate is likely to remain, for some time, below levels that are expected to prevail in the longer run. However, the actual path of the Federal Funds rate will depend on the economic outlook as informed by incoming data.”  Given recent economic softness, most economists currently believe that there is a very limited likelihood of near term rate increases.  Market interest rates moved in divergent directions during 2015.  Yields on shorter maturities, such as the two year Treasury, were roughly flat early in the year and then generally trended up, particularly during the fourth quarter.  The yield on the five year Treasury made a number of moves up and down over the course of the year, while the ten year Treasury yield generally trended up through most of the year.  These trends caused a flattening of the yield curve when comparing the beginning of the year to the end of the year reversing a widening that occurred mid-year.  Overall, the average spread between the ten year Treasury and the two year Treasury was 145 basis points in 2015, down from an average of 208 basis points in 2014.  The spread ended the year at 121 basis points, compared to 150 at the beginning of the year. 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 2014 and 2015.

    
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(%)
 
2015
                             
Beginning of Year
   
0.04
     
0.67
     
1.65
     
2.17
     
1.50
 
Peak
   
0.29
     
1.09
     
1.81
     
2.50
     
1.77
 
Trough
   
0.00
     
0.44
     
1.18
     
1.68
     
1.19
 
End of Year
   
0.16
     
1.06
     
1.76
     
2.27
     
1.21
 
Average
   
0.05
     
0.69
     
1.53
     
2.14
     
1.45
 
Median
   
0.02
     
0.66
     
1.54
     
2.16
     
1.43
 
                                         
2014
                                       
Beginning of Year
   
0.07
     
0.38
     
1.75
     
3.04
     
2.66
 
Peak
   
0.08
     
0.73
     
1.85
     
3.04
     
2.66
 
Trough
   
0.01
     
0.30
     
1.37
     
2.07
     
1.46
 
End of Year
   
0.04
     
0.67
     
1.65
     
2.17
     
1.50
 
Average
   
0.03
     
0.46
     
1.64
     
2.54
     
2.08
 
Median
   
0.03
     
0.45
     
1.65
     
2.56
     
2.09
 

Source: SNL Financial
 
In addition to changes in interest rates, economic conditions have a significant impact on the allowance for loan losses.  The decrease in the provision for loan losses from $5.1 million in 2014 to $3.7 million in 2015 positively affected net income. Net charge-offs decreased from $6.5 million in 2014 to $5.3 million in 2015. Nonperforming loans decreased from $34.0 million to $28.3 million and the nature of these loans changed slightly in terms of both geographic location and, to a lesser degree, loan type. Details on nonperforming loans and net charge-offs are included in the notes to the financial statements.  The decline in the provision for loan losses is primarily a reflection of the improvement in the performance of the loan portfolio and economic conditions, with reductions in both nonperforming loans (“NPLs”) and charge-offs .
 
7

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 added two new branches in 2015, bringing the total to 146 at year-end. The Company remains focused on building its customer relationships, deposits and loans throughout its branch network, with a particular emphasis on the branches added during the major branch expansion that was completed in 2010. Although that specific expansion program is complete, the Company typically opens new offices each year, filling in or extending existing markets. The expansion program was established to expand the franchise to areas experiencing economic growth, specifically in central Florida and the downstate New York region. The Company has experienced significant growth in both markets as measured by deposit balances, and to a lesser extent, by loan balances. All new branches have the same products and features found at other Trustco Bank locations. With a combination of competitive rates, excellent service and convenient locations, management believes that the new branches will continue to attract deposit and loan customers and be a welcome addition to these communities. The branches opened since the expansion program began have continued to add to the Company’s customer base. As expected, some branches have grown more rapidly than others. Generally, new bank branches continue to grow for years after being opened, although there is no specific time frame that could be characterized as typical . The expansion program has contributed significantly to the growth of both deposits and loans in recent years, as well as to non-interest income and non-interest expense. The higher costs are offset by net interest income earned on core loans and deposits generated by these branches, as well as associated non-interest income. The costs associated with the major expansion program have stabilized. Revenue growth is expected to continue, as these branches typically continue to add new customers and increase penetration with existing customers over time.

Asset/Liability Management

In managing its balance sheet, TrustCo utilizes funding and capital sources within sound credit, investment, interest rate, and liquidity risk guidelines established by management and approved by the Board of Directors. Loans and securities (including Federal Funds sold and other short term investments) are the Company’s primary earning assets. Average interest earning assets were 98.1% of average total assets for 2015 and for 2014.

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;” rather the Company 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 effort 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%.
 
8

The yield on the ten year Treasury decreased by 10 basis points from 2.27% at the beginning of 2015 to the year-end level of 2.17%. 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 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.

The net effect of these interest rate changes is that the yields earned on both short term investments and longer term investments remained quite low for most of 2015, while loan yields declined through most of the year and deposit costs were roughly stable.

Earning Assets

Average earning assets during 2015 were $4.63 billion, which was an increase of $143.3 million from the prior year. This increase was the result of growth in the average balance of net loans of $220.7 million, a $14.6 million decrease in held-to-maturity securities, a $136.7 million decrease in securities available for sale, and a $74.6 million increase in Federal Funds sold and other short-term investments between 2014 and 2015. The increase in the loan portfolio is the result of increases in each loan category except commercial loans, with the bulk of the growth coming in the residential segment of the portfolio. This increase in real estate loans is a result of a strategic focus on growth of this product throughout the Trustco Bank branch network through an effective marketing campaign and competitive rates and closing costs.

Total average assets were $4.72 billion for 2015 and $4.57 billion for 2014.

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.
 
9

MIX OF AVERAGE EARNING ASSETS

(dollars in thousands)
   2015
vs.
   
2014
vs.
   
Components of
Total Earning Assets
 
    
2015
   
2014
   
2013
   
2014
   
2013
   
2015
   
2014
   
2013
 
Loans, net
 
$
3,234,806
     
3,014,156
     
2,771,663
     
220,650
     
242,493
     
69.9
%
   
67.2
     
64.0
 
                                                                 
Securities available for sale (1):
                                                               
U.S. government sponsored enterprises
   
107,436
     
113,563
     
221,028
     
(6,127
)
   
(107,465
)
   
2.3
     
2.5
     
5.1
 
State and political subdivisions
   
1,812
     
3,924
     
12,845
     
(2,112
)
   
(8,921
)
   
0.0
     
0.1
     
0.3
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
439,343
     
555,430
     
545,487
     
(116,087
)
   
9,943
     
9.5
     
12.4
     
12.6
 
Corporate bonds
   
613
     
3,156
     
46,049
     
(2,543
)
   
(42,893
)
   
0.0
     
0.1
     
1.1
 
Small Business Administration-guaranteed participation securities
   
97,496
     
107,029
     
109,913
     
(9,533
)
   
(2,884
)
   
2.1
     
2.4
     
2.5
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
    10,566       10,837      
10,420
     
(271
)
   
417
     
0.2
     
0.2
     
0.2
 
Other
   
685
     
674
     
625
     
11
     
49
     
0.0
     
0.0
     
0.0
 
Total securities available for sale
   
657,951
     
794,613
     
946,367
     
(136,662
)
   
(151,754
)
   
14.2
     
17.7
     
21.8
 
                                                                 
Held-to-maturity securities:
                                                               
Mortgage-backed securities and collateralized mortgage obligations
   
53,763
     
68,404
     
90,360
     
(14,641
)
   
(21,956
)
   
1.2
     
1.5
     
2.1
 
Corporate bonds
   
9,967
     
9,952
     
14,011
     
15
     
(4,059
)
   
0.2
     
0.2
     
0.3
 
Total held-to-maturity securities
   
63,730
     
78,356
     
104,371
     
(14,626
)
   
(26,015
)
   
1.4
     
1.7
     
2.4
 
                                                                 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,414
     
10,135
     
10,266
     
(721
)
   
(131
)
   
0.2
     
0.2
     
0.2
 
Federal funds sold and other short-term investments
   
664,516
     
589,873
     
502,136
     
74,643
     
87,737
     
14.4
     
13.1
     
11.6
 
                                                                 
Total earning assets   $ 4,630,417     $ 4,487,133     $ 4,334,803      
143,284
     
152,330
     
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 2015, the Company experienced another year of significant loan growth. The $135.0 million increase in the Company’s gross loan portfolio from December 31, 2014 to December 31, 2015 came throughout its marketing territories.  Average loans increased $220.7 million during 2015 to $3.23 billion. Interest income on the loan portfolio increased to $141.9 million in 2015 from $136.0 million in 2014. The average yield declined 12 basis points to 4.39% in 2015 compared to 2014.

LOAN PORTFOLIO
 
(dollars in thousands)
 
As of December 31,
 
   
2015
   
2014
   
2013
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
192,789
     
5.9
%
 
$
202,469
     
6.4
%
 
$
202,038
     
6.9
%
Real estate - construction
   
26,594
     
0.8
     
38,522
     
1.2
     
35,358
     
1.2
 
Real estate - mortgage
   
2,705,205
     
82.1
     
2,557,613
     
81.1
     
2,325,029
     
80.0
 
Home equity lines of credit
   
359,325
     
10.9
     
352,134
     
11.1
     
340,489
     
11.7
 
Installment loans
   
9,391
     
0.3
     
7,594
     
0.2
     
5,895
     
0.2
 
Total loans
   
3,293,304
     
100.0
%
   
3,158,332
     
100.0
%
   
2,908,809
     
100.0
%
Less: Allowance for loan losses
   
44,762
             
46,327
             
47,714
         
Net loans (1)
 
$
3,248,542
           
$
3,112,005
           
$
2,861,095
         
 
   
Average Balances
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
195,265
     
6.0
%
 
$
201,317
     
6.7
%
 
$
193,065
     
7.0
%
 
$
209,323
     
8.1
%
 
$
242,256
     
10.0
%
Real estate - construction
   
29,101
     
0.9
     
35,109
     
1.2
     
36,689
     
1.3
     
34,387
     
1.3
     
18,666
     
0.8
 
Real estate - mortgage
   
2,647,265
     
81.8
     
2,428,383
     
80.6
     
2,201,348
     
79.4
     
2,004,059
     
77.9
     
1,859,797
     
76.7
 
Home equity lines of credit
   
354,718
     
11.0
     
343,264
     
11.4
     
335,409
     
12.1
     
321,299
     
12.5
     
298,996
     
12.3
 
Installment loans
   
8,457
     
0.3
     
6,083
     
0.2
     
5,152
     
0.2
     
3,915
     
0.2
     
3,622
     
0.1
 
Total loans
   
3,234,806
     
100.0
%
   
3,014,156
     
100.0
%
   
2,771,663
     
100.0
%
   
2,572,983
     
100.0
%
   
2,423,337
     
100.0
%
Less: Allowance for loan losses
   
46,023
             
47,409
             
48,452
             
49,148
             
46,210
         
Net loans (1)
 
$
3,188,783
           
$
2,966,747
           
$
2,723,211
           
$
2,523,835
           
$
2,377,127
         
 
(1) Presented net of deferred direct loan origination fees and costs.
 
10

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 loans was $2.65 billion in 2015 and $2.43 billion in 2014. Income on real estate loans increased to $117.8 million in 2015 from $111.7 million in 2014. The yield on the portfolio decreased from 4.57% for 2014 to 4.43% in 2015 due to changes in retail rates in the marketplace. Residential real estate loans at December 31, 2015 were $2.72 billion compared to $2.58 billion at year-end 2014, an increase of $146.0 million. 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. 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 $210.2 million in 2015 decreased by $11.0 million from $221.3 million in 2014. The average yield on the commercial loan portfolio increased to 5.17% for 2015 from 5.12% in 2014. This resulted in interest income on commercial loans of $10.9 million in 2015 and $11.3 million in 2014.

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. The 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 business. 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.  The Company does not have any direct exposure to oil or gas producers.  Market conditions in the central Florida market area continued to improve during 2015.

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

TrustCo has a strong position in the home equity credit line product in its market area. TrustCo was one of the first financial institutions in the area to market and originate this product, and, management believes, has developed significant expertise with respect to its risks and rewards. During 2015, the average balance of home equity credit lines was $354.7 million, an increase from $343.3 million in 2014. The home equity credit line product has developed into a significant business line for many financial services companies. Trustco Bank competes with both regional and national concerns for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans. TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive. The average yield was 3.53% for 2015 and 3.57% in 2014. This resulted in interest income on home equity credit lines of $12.5 million in 2015, compared to $12.3 million in 2014.
 
11

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES
 
(dollars in thousands)
 
December 31, 2015
 
   
In 1 Year
or Less
   
After 1 Year
But Within
5 Years
   
After
5 Years
   
Total
 
Commercial
 
$
63,381
     
52,487
     
76,921
     
192,789
 
Real estate construction
   
26,594
     
-
     
-
     
26,594
 
                                 
Total
   
89,975
     
52,487
     
76,921
     
219,383
 
                                 
Predetermined rates
   
39,822
     
52,487
     
76,921
     
169,230
 
Floating rates
   
50,153
     
-
     
-
     
50,153
 
                                 
Total
 
$
89,975
     
52,487
     
76,921
     
219,383
 
 

At December 31, 2015 and 2014, the Company had approximately $26.6 million and $38.5 million of real estate construction loans. As of December 31, 2015, approximately $16.0 million are secured by first mortgages to residential borrowers while approximately $10.6 million were to commercial borrowers for residential constructions projects. Of the $38.5 million in real estate construction loans at December 31, 2014, approximately $17.6 million were secured by first mortgages to residential borrowers with the remaining $20.9 million were to commercial borrowers for residential construction projects. The vast majority of construction loans are in the Company’s New York market.

INVESTMENT SECURITIES
 
(dollars in thousands)
 
As of December 31,
 
   
2015
   
2014
   
2013
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Securities available for sale:
                                   
U. S. government sponsored enterprises
 
$
86,899
     
86,737
     
78,420
     
77,800
     
200,531
     
198,829
 
State and political subdivisions
   
1,270
     
1,290
     
2,232
     
2,271
     
7,623
     
7,758
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
416,625
     
411,729
     
486,107
     
483,560
     
552,230
     
532,449
 
Corporate bonds
   
-
     
-
     
1,500
     
1,500
     
10,429
     
10,471
 
Small Business Adminstration-guaranteed participation securities
   
92,620
     
90,416
     
103,273
     
100,496
     
111,383
     
103,029
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,422
     
10,180
     
10,696
     
10,447
     
10,965
     
10,558
 
Other
   
650
     
650
     
650
     
650
     
650
     
650
 
Total debt securities available for sale
   
608,486
     
601,002
     
682,878
     
676,724
     
893,811
     
863,744
 
Equity securities
   
35
     
35
     
35
     
35
     
10
     
10
 
Total securities available for sale
   
608,521
     
601,037
     
682,913
     
676,759
     
893,821
     
863,754
 
Held to maturity securities:
                                               
Mortgage backed securities and collateralized mortgage obligations-residential
   
46,490
     
48,798
     
60,986
     
64,320
     
76,270
     
78,876
 
Corporate bonds
   
9,975
     
10,641
     
9,960
     
11,022
     
9,945
     
11,429
 
Total held to maturity securities
   
56,465
     
59,439
     
70,946
     
75,342
     
86,215
     
90,305
 
Total investment securities
 
$
664,986
     
660,476
     
753,859
     
752,101
     
980,036
     
954,059
 
 
12

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. During 2013, the Company added Small Business Administration (“SBA”) guaranteed participation securities to the available for sale portfolio. These securities are government guaranteed, offer better yields than agency securities and have more certainty in regard to final maturity than mortgage-backed securities (“MBS”). During recent years there was a continued shift by the Company to invest more in MBS and less in agency securities as MBS offer a baseline cashflow as opposed to the callable agency securities the Bank has typically invested in.  Callable agency securities tend to result in extremely concentrated cashflows, which can expose the Bank to greater reinvestment risk. In addition, the expected yield on MBS is also typically higher for a given duration security than for a similar duration agency security.

Holdings of securities issued by states and political subdivisions have declined in recent years, reflecting management’s concern regarding the potential impact of the economy on the financial condition of the issuing entities. Similarly, corporate bond holdings have declined as the result of concern about economic conditions and the stability of some larger financial institutions in which the Bank had previously invested.  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 “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, 2015 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, 2015, 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, 2015 the Company did not consider any of the unrealized losses to be other than temporary.

At December 31, 2015, the carrying value of securities available for sale amounted to $601.0 million, compared to $676.8 million at year end 2014. For 2015, the average balance of securities available for sale was $658.0 million with an average yield of 1.95%, compared to an average balance in 2014 of $794.6 million with an average yield of 2.04%. The taxable equivalent income earned on the securities available for sale portfolio in 2014 was $16.2 million, compared to $12.9 million earned in 2015.

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, 2015, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $469 thousand and gross unrealized losses of approximately $8.0 million. At December 31, 2014, the fair value of the company’s portfolio of securities available for sale carried gross unrealized gains of approximately $1.1 million and gross unrealized losses of approximately $7.3 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, 2015 the Company held $56.5 million of held to maturity securities, compared to $70.9 million at December 31, 2014. For 2015, the average balance of held to maturity securities was $63.7 million, compared to $78.4 million in 2014.  Similar to securities available for sale, cash flow from calls and maturities of these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments to fund future loan growth or future investment opportunities. The average yield on held to maturity securities increased from 3.67% in 2014 to 3.86% in 2015 as the mix within the portfolio changed due to calls, maturities and amortization/accretion. Interest income on held to maturity securities declined from $2.9 million in 2014 to $2.5 million in 2015, 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, 2015 was $59.4 million.

The designation of “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, 2015 none of the securities in this portfolio had fair values that were less than the amortized cost. At December 31, 2015, the Company has the intent and ability to hold these securities until maturity.

Securities Gains & Losses: During 2015, TrustCo recognized approximately $251 thousand of net gains from securities transactions, compared to net gains of $717 thousand in 2014 and $1.6 million in 2013. There were no sales or transfers of held to maturity securities in 2015, 2014 and 2013.
 
13

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.

SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)
 
As of December 31, 2015
 
    
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
 
$
1,399
     
85,500
     
-
     
-
     
86,899
 
Fair Value
   
1,397
     
85,340
     
-
     
-
     
86,737
 
Weighted average yield
   
0.62
%
   
1.47
     
-
     
-
     
1.14
 
State and political subdivisions
                                       
Amortized cost
 
$
7
     
382
     
872
     
9
     
1,270
 
Fair Value
   
7
     
382
     
892
     
9
     
1,290
 
Weighted average yield
   
5.37
%
   
5.71
     
4.76
     
5.29
     
4.70
 
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
298
     
168,678
     
247,649
     
-
     
416,625
 
Fair Value
   
306
     
167,762
     
243,661
     
-
     
411,729
 
Weighted average yield
   
4.48
%
   
2.28
     
2.26
     
-
     
2.18
 
Small Business Administration-guaranteed participation securities
                                       
Amortized cost
 
$
-
     
-
     
92,620
     
-
     
92,620
 
Fair Value
   
-
     
-
     
90,416
     
-
     
90,416
 
Weighted average yield
   
-
%
   
-
     
2.05
     
-
     
2.04
 
Mortgage backed securities and collateralized mortgage obligations-commercial
                                       
Amortized cost
 
$
-
     
10,422
     
-
     
-
     
10,422
 
Fair Value
   
-
     
10,180
     
-
     
-
     
10,180
 
Weighted average yield
   
-
%
   
1.41
     
-
     
-
     
1.40
 
Other
                                       
Amortized cost
 
$
50
     
600
     
-
     
-
     
650
 
Fair Value
   
50
     
600
     
-
     
-
     
650
 
Weighted average yield
   
1.36
%
   
2.58
     
-
     
-
     
2.49
 
Total securities available for sale
                                       
Amortized cost
 
$
1,754
     
265,582
     
341,141
     
9
     
608,486
 
Fair Value
   
1,760
     
264,264
     
334,969
     
9
     
601,002
 
Weighted average yield
   
1.31
%
   
1.99
     
2.21
     
5.29
     
2.00
 
                                         
Held to maturity securities:
                                       
 
                                       
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
-
     
46,490
     
-
     
-
     
46,490
 
Fair Value
   
-
     
48,798
     
-
     
-
     
48,798
 
Weighted average yield
   
-
%
   
4.32
     
-
     
-
     
3.81
 
Corporate bonds
                                       
Amortized cost
 
$
-
     
9,975
     
-
     
-
     
9,975
 
Fair Value
   
-
     
10,641
     
-
     
-
     
10,641
 
Weighted average yield
   
-
%
   
6.14
     
-
     
-
     
6.17
 
Total held to maturity securities
                                       
Amortized cost
 
$
-
     
56,465
     
-
     
-
     
56,465
 
Fair Value
   
-
     
59,439
     
-
     
-
     
59,439
 
Weighted average yield
   
-
%
   
4.64
     
4.10
     
-
     
4.23
 
 

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

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 2015 declined modestly  relative to the 2014 and 2013 levels.  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, 2015. Mortgage backed securities and collateralized mortgage obligations are reported using an estimate of average life. Actual maturities may differ from contractual maturities because of securities’ prepayments and the right of certain issuers to call or prepay their obligations without penalty. The table “Securities Portfolio Maturity Distribution and Yield,” shows the distribution of maturities for each of the securities portfolios, based on final maturity, as well as the average yields at December 31, 2015 on each type/maturity grouping.
 
SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION
 
Debt securities available for sale:
 
(dollars in thousands)
 
As of December 31, 2015
 
   
Based on
Final Maturity
   
Based on
Call Date
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Within 1 year
 
$
1,754
     
1,760
     
87,982
     
87,833
 
1 to 5 years
   
265,582
     
264,264
     
180,187
     
179,045
 
5 to 10 years
   
341,141
     
334,969
     
340,308
     
334,116
 
After 10 years
   
9
     
9
     
9
     
9
 
Total debt securities available for sale
 
$
608,486
     
601,002
     
608,486
     
601,002
 
 
Held to maturity securities:
 
(dollars in thousands)
 
As of December 31, 2015
 
   
Based on
Final Maturity
   
Based on
Call Date
 
   
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
Within 1 year
 
$
-
     
-
     
-
     
-
 
1 to 5 years
   
56,465
     
59,439
     
56,465
     
59,439
 
5 to 10 years
   
-
     
-
     
-
     
-
 
Total held to maturity securities
 
$
56,465
     
59,439
     
56,465
     
59,439
 
 
Federal Funds Sold and Other Short-term Investments

During 2015, the average balance of Federal Funds sold and other short term investments was $664.5 million, an increase from $589.9 million in 2014. The average rate earned on these assets was 0.25% in 2014 and 0.26% in 2015.  The increase in the Federal Funds target range had a minimal impact on the yield for the year because it occurred so late in the year.  TrustCo utilizes this category of earning assets as a means of maintaining strong liquidity.  The Federal Funds sold and other short-term investments portfolio is significantly affected by changes in the target Federal Funds rate as are virtually all interest sensitive instruments.
 
The year-end balance of Federal Funds sold and other short term investments was $676.5 million for 2015, compared to $627.9 million at year end 2014.  Yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investment types despite the low return on Federal Funds. Management will continue to evaluate the overall level of the Federal Funds sold and other short term investments portfolio in 2016 and will make appropriate adjustments based upon market opportunities and interest rates.
 
15

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 $4.10 billion in 2015, compared to $3.98 billion in 2014, an increase of $124.5 million. Changes in deposit categories included: demand deposits up $29.1 million, interest-bearing checking deposits up $72.2 million, savings up $17.6 million, money market down $22.7 million and time deposits up $28.3 million. The increase in deposits reflects the impact of new branches opened over the last several years, and the continuing focus at TrustCo on providing core banking services better, faster and cheaper than its competitors.
 

MIX OF AVERAGE SOURCES OF FUNDING
(dollars in thousands)
                   
2015
vs.
   
2014
vs.
   
Components of
Total Funding
 
 
2015
2014
2013
2014
2013
   
2015
2014
2013
 
Demand deposits
 
$
348,552
     
319,458
     
302,437
     
29,094
     
17,021
     
8.1
%
   
7.7
     
7.5
 
Retail deposits
                                                               
Savings
   
1,245,100
     
1,227,473
     
1,218,655
     
17,627
     
8,818
     
29.0
     
29.4
     
30.1
 
Time deposits under $100 thousand
    691,774      
704,249
     
721,498
     
(12,475
)
   
(17,249
)
   
16.1
     
16.9
     
17.8
 
Interest bearing checking accounts
    708,331      
636,140
     
578,531
     
72,191
     
57,609
     
16.5
     
15.3
     
14.3
 
Money market deposits
   
628,096
     
650,779
     
650,324
     
(22,683
)
   
455
     
14.6
     
15.6
     
16.1
 
Total retail deposits
   
3,273,301
     
3,218,641
     
3,169,008
     
54,660
     
49,633
     
76.3
     
77.2
     
78.3
 
Total core deposits
   
3,621,853
     
3,538,099
     
3,471,445
     
83,754
     
66,654
     
84.5
     
84.9
     
85.8
 
Time deposits over $100 thousand (1)
    481,652      
440,869
     
391,975
     
40,783
     
48,894
     
11.2
     
10.6
     
9.7
 
Short-term borrowings
   
184,725
     
189,430
     
180,275
     
(4,705
)
   
9,155
     
4.3
     
4.5
     
4.5
 
Total purchased liabilities
   
666,377
     
630,299
     
572,250
     
36,078
     
58,049
     
15.5
     
15.1
     
14.2
 
Total sources of funding
 
$
4,288,230
     
4,168,398
     
4,043,695
     
119,832
     
124,703
     
100.0
%
   
100.0
     
100.0
 
 
(1) Included in time deposits over $100 thousand was $98.7 million and $85.3 million in time deposits with balances in excess of $250 thousand as of December 31, 2015 and 2014, respectively.
 
16

AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS
 
(dollars in thousands)
 
2015
   
2014
   
2013
 
     
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
   
Average
Balance
   
Interest
Income/
Expense
   
Average
Rate
 
Assets
                                                     
Loans, net
 
$
3,234,806
     
141,915
     
4.39
%
 
$
3,014,156
     
135,989
     
4.51
%
 
$
2,771,663
     
127,974
     
4.62
%
                                                                         
Securities available for sale:
                                                                       
U.S. government sponsored enterprises
   
107,436
     
1,418
     
1.32
     
113,563
     
1,417
     
1.25
     
221,028
     
2,600
     
1.18
 
State and political subdivisions
   
1,812
     
133
     
7.40
     
3,924
     
280
     
7.14
     
12,845
     
862
     
6.71
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
439,343
     
9,132
     
2.08
     
555,430
     
12,150
     
2.19
     
545,487
     
11,385
     
2.09
 
Corporate bonds
   
613
     
1
     
0.16
     
3,156
     
65
     
2.04
     
46,049
     
812
     
1.76
 
Small Business Administration-guaranteed participation securities
   
97,496
     
2,004
     
2.06
     
107,029
     
2,154
     
2.01
     
109,913
     
2,180
     
1.98
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
10,566
     
149
     
1.41
     
10,837
     
151
     
1.40
     
10,420
     
144
     
1.38
 
Other
   
685
     
16
     
2.34
     
674
     
16
     
2.37
     
625
     
17
     
2.72
 
Total securities available for sale
   
657,951
     
12,853
     
1.95
     
794,613
     
16,233
     
2.04
     
946,367
     
18,000
     
1.90
 
Held to maturity securities:
                                                                       
Mortgage backed securities and collateralized mortgage obligations-residential
   
53,763
     
1,844
     
3.43
     
68,404
     
2,259
     
3.30
     
90,360
     
2,840
     
3.14
 
Corporate bonds
   
9,967
     
615
     
6.17
     
9,952
     
615
     
6.18
     
14,011
     
833
     
5.95
 
Total held to maturity securities
   
63,730
     
2,459
     
3.86
     
78,356
     
2,874
     
3.67
     
104,371
     
3,673
     
3.52
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,414
     
467
     
4.96
     
10,135
     
511
     
5.04
     
10,266
     
490
     
4.77
 
Federal funds sold and other short-term investments
   
664,516
     
1,725
     
0.26
     
589,873
     
1,464
     
0.25
     
502,136
     
1,240
     
0.25
 
Total interest earning assets
   
4,630,417
     
159,419
     
3.44
%
   
4,487,133
     
157,071
     
3.50
%
   
4,334,803
     
151,377
     
3.49
%
Allowance for loan losses
   
(46,023
)
                   
(47,409
)
                   
(48,452
)
               
Cash and noninterest earning assets
   
136,752
                     
135,217
                     
136,042
                 
Total assets
 
$
4,721,146
                   
$
4,574,941
                   
$
4,422,393
                 
Liabilities and shareholders' equity
                                                                       
Interest bearing deposits:
Interest bearing checking accounts
 
$
708,331
     
448
     
0.06
%
 
$
636,140
     
365
     
0.06
%
 
$
578,531
     
329
     
0.06
%
Savings
   
1,245,100
     
2,468
     
0.20
     
1,227,473
     
2,662
     
0.22
     
1,218,655
     
3,333
     
0.27
 
Time deposits and money markets
   
1,801,522
     
12,067
     
0.67
     
1,795,897
     
11,064
     
0.62
     
1,763,797
     
10,138
     
0.57
 
Total interest bearing deposits
   
3,754,953
     
14,983
     
0.40
     
3,659,510
     
14,091
     
0.39
     
3,560,983
     
13,800
     
0.39
 
Short-term borrowings
   
184,725
     
1,214
     
0.66
     
189,430
     
1,397
     
0.74
     
180,275
     
1,483
     
0.82
 
Total interest bearing liabilities
   
3,939,678
     
16,197
     
0.41
%
   
3,848,940
     
15,488
     
0.40
%
   
3,741,258
     
15,283
     
0.41
%
Demand deposits
   
348,552
                     
319,458
                     
302,437
                 
Other liabilities
   
27,155
                     
23,733
                     
21,719
                 
Shareholders' equity
   
405,761
                     
382,810
                     
356,979
                 
Total liabilities and shareholders' equity
 
$
4,721,146
                   
$
4,574,941
                   
$
4,422,393
                 
Net interest income
           
143,222
                     
141,583
                     
136,094
         
Taxable equivalent adjustment
           
(74
)
                   
(130
)
                   
(330
)
       
Net interest income
           
143,148
                     
141,453
                     
135,764
         
Net interest spread
                   
3.03
%
                   
3.10
%
                   
3.08
%
Net interest margin (net interest income to total interest earnings assets)
                   
3.09
                     
3.16
                     
3.14
 

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 2015, 2014, and 2013. 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 ($3.1) million, ($5.0) million, and ($8.1) million in 2015, 2014, and 2013, respectively, of net unrealized (loss) gain, net of tax, in the available for sale securities portfolio. The gross amounts of the net unrealized (loss) gain has been included in cash and noninterest earning assets. Nonaccrual loans are included in average loans.

 
The overall cost of interest bearing deposits was 0.40% in 2015, up one basis point from 2014. The increase in the average balance of interest bearing deposits resulted in an increase of approximately $892 thousand in interest expense on deposits to $15.0 million in 2015.

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.
 
17

Other funding sources: The Company had $184.7 million of average short-term borrowings outstanding during 2015 compared to $189.4 million in 2014. These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings. The average cost of short-term borrowings was 0.66% in 2015 and 0.74% in 2014. This resulted in interest expense of approximately $1.2 million in 2015 compared to $1.4 million in 2014.
 

AVERAGE DEPOSITS BY TYPE OF DEPOSITOR
(dollars in thousands)
 
Years Ended December 31,
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Individuals, partnerships and corporations
 
$
4,085,491
     
3,965,716
     
3,847,392
     
3,791,616
     
3,621,718
 
U.S. Government
   
-
     
2
     
-
     
-
     
3
 
States and political subdivisions
   
2,654
     
2,141
     
1,826
     
1,748
     
1,584
 
Other (certified and official checks, etc.)
   
15,360
     
11,109
     
14,202
     
16,326
     
14,290
 
Total average deposits by type of depositor
 
$
4,103,505
     
3,978,968
     
3,863,420
     
3,809,690
     
3,637,595
 


MATURITY OF TIME DEPOSITS OVER $100 THOUSAND

(dollars in thousands)
     
   
As of December 31, 2015
 
       
Under 3 months
 
$
135,889
 
3 to 6 months
   
59,601
 
6 to 12 months
   
130,314
 
Over 12 months
   
135,167
 
         
Total
 
$
460,971
 

VOLUME AND YIELD ANALYSIS
 
(dollars in thousands)
 
2015 vs. 2014
   
2014 vs. 2013
 
    
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
 
$
261
     
198
     
63
   
$
224
     
224
     
-
 
Securities available for sale:
                                               
Taxable
   
(3,233
)
   
(2,745
)
   
(488
)
   
(1,185
)
   
(2,029
)
   
844
 
Tax-exempt
   
(147
)
   
(157
)
   
10
     
(582
)
   
(634
)
   
52
 
Total securities available for sale
   
(3,380
)
   
(2,902
)
   
(478
)
   
(1,767
)
   
(2,663
)
   
896
 
Held to maturity securities (taxable)
   
(415
)
   
(500
)
   
85
     
(799
)
   
(969
)
   
170
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
(44
)
   
(36
)
   
(8
)
   
21
     
(6
)
   
27
 
Loans, net
   
5,926
     
9,671
     
(3,745
)
   
8,015
     
11,192
     
(3,177
)
Total interest income
   
2,348
     
6,431
     
(4,083
)
   
5,694
     
7,778
     
(2,084
)
                                                 
Interest expense:
                                               
Interest bearing checking accounts
   
83
     
83
     
-
     
36
     
36
     
-
 
Savings
   
(194
)
   
41
     
(235
)
   
(671
)
   
21
     
(692
)
Time deposits and money markets
   
1,003
     
133
     
870
     
926
     
207
     
719
 
Short-term borrowings
   
(183
)
   
(34
)
   
(149
)
   
(86
)
   
69
     
(155
)
Total interest expense
   
709
     
223
     
486
     
205
     
333
     
(128
)
Net interest income (TE)
 
$
1,639
     
6,208
     
(4,569
)
 
$
5,489
     
7,445
     
(1,956
)
 
18

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.

The dividend payout ratio was 59.1% of net income in 2015 and 56.3% of net income in 2014. The per share dividend paid in both 2014 and 2015 was $0.2625. The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the Bank’s compliance with the capital plan required under the terms of the Bank’s July 21, 2015 formal agreement with the OCC.  Under the OCC agreement, the Bank may declare or pay a dividend or make a capital distribution only (a) when the Bank is in compliance with its approved written capital plan, and would remain in compliance with such Capital Plan immediately following the declaration or payment of any dividend or capital distribution and (b) following OCC approval under OCC capital distribution rules.  The OCC may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement. In addition, under the agreement signed with the OCC in 2015, the payment of dividends by the Bank are subject to prior approval.  Currently, the Bank meets the regulatory definition of a well-capitalized institution. During 2016, the Bank could declare, with regulatory approval, dividends of approximately $53.4 million plus any 2016 net profits retained to the date of the dividend declaration.

TrustCo’s Tier 1 risk-based capital was 17.71% of risk-adjusted assets at December 31, 2015, and 17.04% of risk-adjusted assets at December 31, 2014. Tier 1 capital to assets (leverage ratio) at December 31, 2015 was 8.86%, as compared to 8.55% at year-end 2014.

At December 31, 2015 and 2014, Trustco Bank met its regulator’s definition of a well-capitalized institution.

On January 1, 2015, a new rule took effect that revised the federal bank regulatory agencies’ risk-based capital requirements and the method for calculating risk-weighted assets.  The purpose of the rule was to make the capital requirements consistent with agreements that were reached by the international Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The new rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other matters, the rule 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, created an additional capital conservation buffer over the required capital ratios and changed what qualifies as capital for purposes of meeting the various capital requirements. The new rule will be phased-in over several years and will be fully in effect in 2019.  As of December 31, 2015, the capital levels of both TrustCo and the Bank exceeded the new minimum standards and Trustco Bank continued to exceed the regulatory definition of well capitalized.

TrustCo maintains a dividend reinvestment plan (DRP) with approximately 12,447 participants. During 2015, $2.7 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 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 internal 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.
 
19

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 that they sell Federal Funds to and monitors the credit rating and capital levels of those institutions. At December 31, 2015 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.

Nonperforming Assets

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

Nonperforming assets at year end 2015 and 2014 totaled $34.7 million and $40.5 million, respectively. Nonperforming loans as a percentage of the total loan portfolio were 0.86% in 2015 and 1.08% in 2014. As of December 31, 2015 and December 31, 2014, there were $10.6 million and $11.5 million of loans in non-accruing status that were less than 90 days past due. During 2015, a sale of approximately $1.1 million of nonperforming assets was completed at a gain of $60 thousand.
 

NONPERFORMING ASSETS
(dollars in thousands)
 
As of December 31,
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Loans in nonaccrual status
 
$
28,212
     
33,886
     
43,227
     
52,446
     
48,466
 
Loans contractually past due 3 payments or more and still accruing interest
   
-
     
-
     
-
     
-
     
-
 
Restructured retail loans
   
48
     
125
     
166
     
231
     
312
 
Total nonperforming loans (1)
   
28,260
     
34,011
     
43,393
     
52,677
     
48,778
 
Foreclosed real estate
   
6,455
     
6,441
     
8,729
     
8,705
     
5,265
 
Total nonperforming assets
 
$
34,715
     
40,452
     
52,122
     
61,382
     
54,043
 
Allowance for loan losses
 
$
44,762
     
46,327
     
47,714
     
47,927
     
48,717
 
Allowance coverage of nonperforming loans
   
1.58
x
   
1.36
     
1.10
     
0.91
     
1.00
 
Nonperforming loans as a % of total loans
   
0.86
%
   
1.08
     
1.49
     
1.96
     
1.93
 
Nonperforming assets as a % of total assets
   
0.73
     
0.87
     
1.15
     
1.41
     
1.27
 
 
(1)   As of December 31, 2015, 2014 and 2013, the Company also had $10.6 million, $9.9 million and $8.6 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 2013, 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, 2015, nonperforming loans include a mix of commercial and residential loans. Of the total nonaccrual loans of $28.2 million, $25.1 million were residential real estate loans and $3.0 million were commercial loans. It is the Company’s policy to classify loans as nonperforming if three monthly payments have been missed. Economic conditions remained challenging nationally over the last year. The majority of the Company’s loan portfolio continues to come from its historical market area in Upstate New York. As of December 31, 2015, 80.5% of loans are in New York, including both the Upstate and Downstate areas, as well as nominal loan balances in adjoining states. The Upstate New York region has been affected by the economic downturn to a much lesser degree than markets that previously enjoyed more robust growth and more rapid escalation in housing prices. The remaining 19.5% of the loan portfolio are Florida loans. The Company’s Downstate New York and Florida market areas experienced more of an impact from the economic downturn, but conditions have improved significantly over the recent years. At December 31, 2015, 6.5% of nonperforming loans were in Florida, with the remainder in the Company’s New York area markets. 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, 2015 nonperforming Florida loans amounted to $1.8 million compared to $2.8 million at December 31, 2014. The improvement in Florida nonperforming levels reflects continued improved conditions in that market during 2015.

TrustCo has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a TDR, as impaired loans.
 
20

There were $3.3 million of commercial loans classified as impaired as of December 31, 2015 and $4.1 million as of December 31, 2014. In addition, there were $22.6 million and $22.4 million of residential TDRs classified as impaired at December 31, 2015 and 2014, respectively. Generally, residential TDRs involve the borrower filing for bankruptcy protection. The average balances of all impaired loans were $26.6 million during 2015, $27.7 million in 2014 and $26.7 million in 2013.

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, TDR’s 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, 2015, 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 collectibility or present other unfavorable features.
 
At both year-end 2015 and 2014 there was $6.4 million of foreclosed real estate. Although the length of time to complete a foreclosure has remained elevated in recent years, TrustCo, as a portfolio lender, it 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 allowance for loan losses 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 deciding on the adequacy of the allowance for loan losses, management reviews past due information, historical charge-off and recovery data, 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 territory primarily (the Company’s largest geographical market) 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 2015 and 2014 were $5.3 million and $6.5 million, respectively. The decrease in net charge-offs was the result of lower gross charge-offs in both the New York and Florida residential segments of the portfolio and a reduction in commercial gross charge-offs in Florida. New York commercial gross charge-offs were up $382 thousand and residential gross charge-offs were down $854 thousand, respectively in 2015 relative to 2014.  Florida commercial and residential gross charge-offs were down $613 thousand and $515 thousand, respectively, from 2014 to 2015. The changes in gross and net charge-offs in these categories reflected economic and market changes. During 2015, 83.1% of net charge-offs were on residential real estate loans, 14.3% were on commercial loans and 2.6% were on installment loans, compared to an average loan mix of 6.5% commercial, 93.2% real estate (including home equity products) and 0.3% installment. Included in the net numbers cited above were recoveries of $650 thousand in 2015 and $1.1 million in 2014. The Company recorded a $3.7 million provision for loan losses in 2015 compared to $5.1 million in 2014. The decrease in the provision for loan losses in 2015 was primarily related to positive asset quality trends and improving economic conditions.

The allowance for loan losses decreased from $46.3 million at December 31, 2014, or 1.47% of total loans at that date, to $44.8 million at December 31, 2015, or 1.36% of total loans at that date.
 
21

Management believes that the allowance for loan losses is adequate at December 31, 2015 and 2014. The decrease in the level of allowance for loan losses relative to total loans at December 31, 2015, as compared to 2014, is due to positive trends in asset quality and the general improvement in economic conditions throughout the Company’s market areas.

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.

SUMMARY OF LOAN LOSS EXPERIENCE
(dollars in thousands)
 
2015
   
2014
   
2013
   
2012
   
2011
 
Amount of loans outstanding at end of year (less unearned income)
 
$
3,293,304
     
3,158,332
     
2,908,809
     
2,684,733
     
2,521,303
 
Average loans outstanding during year (less average unearned income)
   
3,234,806
     
3,014,156
     
2,771,663
     
2,572,983
     
2,423,337
 
Balance of allowance at beginning of year
   
46,327
     
47,714
     
47,927
     
48,717
     
41,911
 
Loans charged off:
                                       
Commercial and commercial real estate
   
779
     
1,010
     
1,172
     
2,499
     
1,171
 
Real estate mortgage - 1 to 4 family
   
4,951
     
6,320
     
7,592
     
10,839
     
11,305
 
Installment
   
185
     
214
     
74
     
141
     
82
 
Total
   
5,915
     
7,544
     
8,838
     
13,479
     
12,558
 
                                         
Recoveries of loans previously charged off:
                                       
Commercial and commercial real estate
   
27
     
514
     
519
     
138
     
59
 
Real estate mortgage - 1 to 4 family
   
577
     
511
     
1,089
     
502
     
511
 
Installment
   
46
     
32
     
17
     
49
     
44
 
Total
   
650
     
1,057
     
1,625
     
689
     
614
 
Net loans charged off
   
5,265
     
6,487
     
7,213
     
12,790
     
11,944
 
Provision for loan losses
   
3,700
     
5,100
     
7,000
     
12,000
     
18,750
 
Balance of allowance at end of year
 
$
44,762
     
46,327
     
47,714
     
47,927
     
48,717
 
Net charge offs as a percent of average loans outstanding during year (less average unearned income)
   
0.16
%
   
0.22
     
0.26
     
0.50
     
0.49
 
Allowance as a percent of loans outstanding at end of year
   
1.36
     
1.47
     
1.64
     
1.79
     
1.93
 

Allocation of the Allowance for Loan Losses

The allocation of the allowance for loans losses is as follows:
(dollars in thousands)
 
As of
December 31, 2015
   
As of
December 31, 2014
 
   
Amount
   
Percent of
Loans to
Total Loans
   
Amount
   
Percent of
Loans to
Total Loans
 
Commercial
 
$
4,347
     
5.85
%
 
$
3,764
     
6.41
%
Real estate - construction
   
365
     
0.81
%
   
571
     
1.22
%
Real estate mortgage - 1 to 4 family
   
33,167
     
82.14
%
   
35,394
     
80.98
%
Home equity lines of credit
   
6,365
     
10.91
%
   
6,430
     
11.15
%
Installment Loans
   
518
     
0.29
%
   
168
     
0.24
%
   
$
44,762
     
100.00
%
 
$
46,327
     
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.
 
22

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.

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, 2015 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, 2015. 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, 2015
   
Estimated Percentage of
Fair value of Capital to
Fair value of Assets
   
+400 BP
   
20.63
%
+300 BP
   
21.67
 
+200 BP
   
22.65
 
+100 BP
   
23.37
 
Current rates
   
23.17
 
-100 BP
   
21.50
 
 
At December 31, 2015 the Company’s Tier 1 capital to assets ratio (leverage capital ratio) was 8.86%.

The fair value of capital is calculated as the fair value of assets less the fair value of liabilities in the interest rate scenario presented. The fair value of capital in the current rate environment is 23.17% of the fair value of assets whereas the current Tier 1 capital to assets ratio was 8.86% at December 31, 2015, 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.
 
23

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.

The table “Interest Rate Sensitivity” presents an analysis of the interest-sensitivity gap position at December 31, 2015. 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 asset sensitive on a cumulative basis when measured at any of the repricing buckets except the 1-5 year bucket and on a total basis, due primarily to the substantial excess of interest sensitive assets over interest sensitive liabilities in the shortest repricing bucket of 0 to 90 days. 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, 2015
 
   
Repricing in:
 
   
0-90
days
   
91-365
days
   
1-5
years
   
Over 5
years
   
Rate
Insensitive
   
Total
 
Total assets
 
$
1,257,005
     
466,711
     
1,654,913
     
1,284,100
     
72,263
     
4,734,992
 
Cumulative total assets
 
$
1,257,005
     
1,723,716
     
3,378,629
     
4,662,729
     
4,734,992
         
Total liabilities and shareholders' equity
 
$
644,744
     
747,704
     
2,042,496
     
856,660
     
443,388
     
4,734,992
 
Cumulative total liabilities and shareholders' equity
 
$
644,744
     
1,392,448
     
3,434,944
     
4,291,604
     
4,734,992
         
Cumulative interest sensitivity gap
 
$
612,261
     
331,268
     
(56,315
)
   
371,125
                 
Cumulative gap as a % of interest earning assets for the period
   
48.7
%
   
19.2
%
   
(1.7
%)
   
8.0
%
               
Cumulative interest sensitive assets to liabilities
   
195.0
%
   
123.8
%
   
98.4
%
   
108.6
%
               

 
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.
 
24

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. Management has also developed various liquidity alternatives, such as borrowings from the Federal Home Loan Bank of New York (“FHLBNY”), should the need develop.

The Company achieves its liability-based liquidity objectives in a variety of ways. Liabilities can be classified into three categories for the purposes of managing liability-based liquidity: core deposits, purchased money, and capital market funds. TrustCo seeks deposits that are dependable and predictable and that are based as much on the level and quality of service as they are on interest rate. Average core deposits (total deposits less time deposits greater than $100 thousand) amounted to $3.62 billion in 2015 and $3.54 billion in 2014. 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 $100 thousand. The average balances of these purchased liabilities are detailed in the table “Mix of Average Sources of Funding.” During 2015, the average balance of purchased liabilities was $666.4 million, compared with $630.3 million in 2014.  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 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. Pledgable assets 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. Pledgeable securities have a maximum lendable value of 67% to 97%, depending on the security type, although the securities in the Bank’s investment portfolio generally have maximum lendable values of 80% to 95%. The maximum lendable value against loans is 90% for 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, 2015 there were no outstanding balances associated with this line of credit.

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, 2015, TrustCo’s loan to deposit ratio was 80.3% compared to 78.3% at December 31, 2014, while the median peer group of all publically traded banks and thrifts tracked by SNL financial with assets between $2 billion and $10 billion had ratios of 92.0% and 88.9%, respectively. In addition, at December 31, 2015 and 2014, the Company had cash and cash equivalents totaling $718.2 million and $671.4 million, respectively, as well as unpledged securities available for sale with a fair value of $323.9 million and $392.1 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, 2015 and 2014, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $432.1 million and $446.7 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 $3.5 million and $8.0 million at December 31, 2015 and 2014, 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, 2015 and 2014 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.
 
25

Noninterest Income and Expense

Noninterest income: Noninterest income is a significant source of revenue for the Company and an important factor in overall results. Total noninterest income was $17.9 million in 2015, $19.9 million in 2014 and $19.8 million in 2013. Included in the 2015 results are $251 thousand of net securities gains compared with net gains of $717 thousand in 2014 and $1.6 million in 2013. Excluding securities gains and losses, noninterest income was $17.6 million in 2015, $19.2 million in 2014 and $18.1 million in 2013.

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 $6.0 million in 2015, $5.8 million in 2014, and $5.3 million in 2013. 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, 2015, 2014 and 2013, fair value of assets under management by the Trustco Financial Services were approximately $841.8 million, $917.9 million and $839.6 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, changes in fees for services to customers in terms of both the levels of fees as well as types of fees are made where appropriate. The changes in reported noninterest income also reflect the volume of services customers utilized and regulatory changes governing overdrafts. During 2015, 2014 and 2013 sales of nonperforming loans resulted in gains of $60 thousand, $164 thousand and $314 thousand, respectively, and are included in other noninterest income.  Also included in other noninterest income in 2014 is a gain of $1.6 million on the sale of a property in Florida that was to be used as a regional headquarters.
 

NONINTEREST INCOME            
(dollars in thousands)
 
For the year ended December 31,
   
2015 vs. 2014
 
   
2015
   
2014
   
2013
   
Amount
   
Percent
 
Trustco Financial Services income
 
$
5,971
     
5,837
     
5,301
     
134
     
2.3
%
Fees for services to customers
   
10,689
     
10,844
     
11,675
     
(155
)
   
(1.4
)
Net gain on securities transactions
   
251
     
717
     
1,622
     
(466
)
   
(65.0
)
Other
   
961
     
2,508
     
1,172
     
(1,547
)
   
(61.7
)
Total noninterest income
 
$
17,872
     
19,906
     
19,770
     
(2,034
)
   
(10.2
)%

 
Noninterest expense: Noninterest expense was $90.6 million in 2015, compared with $84.7 million in 2014 and $85.0 million in 2013. 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 62.0% for 2015. TrustCo’s efficiency ratio was 55.1% in 2015, 52.6% in 2014 and 52.8% in 2013. Excluded from the efficiency ratio calculation were $251 thousand of securities gains in 2015, $717 thousand of securities gains in 2014 as well and $1.6 million of securities gains in 2013.  In addition in 2014, the ratio excludes the gain on the sale of the building in Florida and for 2015, 2014 and 2013 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.
 
26

NONINTEREST EXPENSE            
(dollars in thousands)
 
For the year ended December 31,
   
2015 vs. 2014
 
   
2015
   
2014
   
2013
   
Amount
   
Percent
 
Salaries and employee benefits
 
$
32,521
     
32,879
     
32,424
     
(358
)
   
(1.1
)%
Net occupancy expense
   
15,799
     
16,251
     
16,100
     
(452
)
   
(2.8
)
Equipment expense
   
6,871
     
7,219
     
6,381
     
(348
)
   
(4.8
)
Professional services
   
7,878
     
5,807
     
5,649
     
2,071
     
35.7
 
Outsourced services
   
5,860
     
5,350
     
5,125
     
510
     
9.5
 
Advertising expense
   
2,593
     
2,487
     
2,827
     
106
     
4.3
 
FDIC and other insurance
   
6,339
     
3,907
     
3,975
     
2,432
     
62.2
 
Other real estate expense, net
   
2,001
     
1,009
     
3,598
     
992
     
98.3
 
Other
   
10,698
     
9,761
     
8,926
     
937
     
9.6
 
Total noninterest expense
 
$
90,560
     
84,670
     
85,005
     
5,890
     
7.0
%
 
Salaries and employee benefits are the most significant component of noninterest expense. For 2015, these expenses amounted to $32.5 million, compared with $32.9 million in 2014, and $32.4 million in 2013. The change in salaries and benefits in 2015 was primarily due to declines in incentive and performance based compensation of senior officers, partially offset by higher benefit costs and an increase in full time equivalents, partly related to fulfilling the agreement with the OCC. The decline in performance based compensation included a voluntary waiver of the executive officers’ bonuses for 2015.  Full time equivalent headcount increased from 737 as of December 31, 2014 to 787 as of December 31, 2015.

Net occupancy expense decreased to $15.8 million in 2015, compared to $16.3 million in 2014 and $16.1 million in 2013. These changes reflect management efforts to reduce costs, as well as lower energy and weather-related costs.

Equipment expense was down $348 thousand to $6.9 million in 2015, compared to $7.2 million in 2014 and $6.4 million in 2013.  The spike in 2014 was primarily due to computer system upgrades and costs associated with new branch facilities.
 
Professional services expense increased to $7.9 million in 2015 compared to $5.8 million in 2014 and $5.6 million in 2013. The significant increase in these costs in 2015 was driven by the use of various consultants and experts that have been utilized to assist with meeting the requirements of the agreement with the OCC.  Outsourced service expense was $5.9 million in 2015, $5.4 million in 2014 and $5.1 million in 2013, reflecting increased accounts and transaction volumes as well as outsourced credit card product costs. Advertising expense was $2.6 million in 2015, $2.5 million in 2014 and $2.8 million in 2013. Higher costs in 2013 reflected intensified use of advertising and promotion to attract and grow customers in new markets, particularly with respect to residential mortgage products, with a return to more normalized levels in 2014 and 2015.

FDIC and other insurance expense was $6.3 million in 2015, $3.9 million in 2014 and $4.0 million in 2013.  The significant increase in 2015 primarily reflects a higher FDIC premium arising from the OCC agreement.

Other real estate expense increased to $2.0 million in 2015, as compared to $1.0 million in 2014 and $3.6 million in 2013. Included in ORE expense during 2015, 2014 and 2013 were write downs of properties included in ORE totaling $1.1 million, $2.0 million and $2.2 million, respectively. Also included in 2014 results was a gain of $2.4 million on the sale of a large ORE property.  Real estate market conditions in the Company’s service areas, particularly Florida, have improved but remain challenging in some areas.  These improved conditions as well as improved loan portfolio performance contributed to lower ORE costs.

Changes in other noninterest expense are the results of normal banking activities and increased activities associated with new branching facilities and costs incurred with the roll out of chip card technology.

Income Tax

In 2015, TrustCo recognized income tax expense of $24.5 million, as compared to $27.4 million in 2014 and $23.7 million in 2013. The effective tax rates were 36.7%, 38.3% and 37.3% in 2015, 2014, and 2013, respectively. The tax expense on the Company’s income was different than tax expense at the federal statutory rate of 35%, due primarily to the effect of state income taxes and to a lesser extent to the effect of tax exempt income.  The lower effective tax rate in 2015 also reflects adjustments made in the valuation of deferred tax assets and liabilities upon finalizing the 2014 tax returns.  During 2014 the increase in taxes and effective tax rate reflect higher pre-tax income levels and the impact of New York State tax law changes which required a deferred tax asset write-down of $200 thousand.
 
27

Contractual Obligations

The Company is contractually obligated to make the following payments on leases as of December 31, 2015:
 
(dollars in thousands)
 
Payments Due by Period:
 
    
Less Than
1 Year
   
1-3
Years
   
3-5
Years
   
More than
5 Years
   
Total
 
                               
Operating leases
 
$
7,206
     
13,464
     
12,658
     
37,177
     
70,505
 

In addition, the Company is contractually obligated to pay data processing vendors approximately $5 million to $6 million per year through 2020.

Also, the Company is obligated under its various employee benefit plans to make certain payments in the future. The payments are approximately $1.8 to $2.0 million per year through 2025. Additionally, the Company is obligated to pay the accumulated benefits under the supplementary pension plan which amounted to $5.6 million as of December 31, 2015 and 2014. Actual payments under the plan would be made in accordance with the plan provisions.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements for the years ended 2015, 2014 and 2013 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 the 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 2015 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.

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.
 
28

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

TrustCo’s ability to continue to originate a significant volume of one- to- four family mortgage loans in its market areas and to otherwise maintain or increase its market share in the areas in which it operates;
TrustCo’s ability to continue to maintain noninterest expense and other overhead costs at reasonable levels relative to income;
TrustCo’s ability to comply with the Formal Agreement entered into with Trustco Bank’s regulator, the OCC, and potential regulatory actions if TrustCo or Trustco Bank fails to comply;
Restrictions or conditions imposed by TrustCo’s and Trustco Bank’s regulators on their operations that may make it more difficult to achieve TrustCo’s and Trustco Bank’s goals;
the future earnings and capital levels of TrustCo and Trustco Bank and the continued receipt of approvals from TrustCo’s and Trustco Bank’s primary federal banking regulators under regulatory rules and the Formal Agreement to distribute capital from Trustco Bank to TrustCo, which could affect the ability of TrustCo to pay;
TrustCo’s ability to make accurate assumptions and judgments regarding the credit risks associated with its lending and investing activities, including changes in the level and direction of loan delinquencies and charge-offs, changes in property values, and changes in estimates of the adequacy of the allowance for loan and lease losses;
the effects of and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rates, market and monetary fluctuations;
adverse conditions in the securities markets that lead to impairment in the value of securities in TrustCo’s investment portfolio;
the perceived overall value of TrustCo’s products and services by users, including the features, pricing and quality compared to competitors’ products and services and the willingness of current and prospective customers to substitute competitors’ products and services for TrustCo’s products and services;
changes in consumer spending, borrowing and savings habits;
the effect of changes in financial services laws and regulations (including laws concerning taxation, banking and securities) and the impact of other governmental initiatives affecting the financial services industry, including new regulatory capital requirements that took effect for 2015;
the results of examinations of Trustco Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our loss allowances or to take other actions that reduce capital or income;
changes in management personnel;
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;
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, 2015.
 
You should not rely upon forward-looking statements as predictions of future events. Although TrustCo believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.
 
29

SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION

(dollars in thousands, except per share data)
   
2015
   
2014
 
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
     
Q1
     
Q2
     
Q3
     
Q4
   
Year
 
Income statement:
                                                                           
Interest and dividend income
 
$
39,325
     
39,728
     
40,141
     
40,151
     
159,345
   
$
38,446
     
39,156
     
39,574
     
39,765
     
156,941
 
Interest expense
   
4,160
     
4,057
     
4,091
     
3,889
     
16,197
     
3,790
     
3,676
     
3,926
     
4,096
     
15,488
 
Net interest income
   
35,165
     
35,671
     
36,050
     
36,262
     
143,148
     
34,656
     
35,480
     
35,648
     
35,669
     
141,453
 
Provision for loan losses
   
800
     
800
     
800
     
1,300
     
3,700
     
1,500
     
1,500
     
1,100
     
1,000
     
5,100
 
Net interest income after provison for loan losses
   
34,365
     
34,871
     
35,250
     
34,962
     
139,448
     
33,156
     
33,980
     
34,548
     
34,669
     
136,353
 
Noninterest income
   
4,623
     
4,454
     
4,365
     
4,430
     
17,872
     
5,759
     
4,505
     
4,890
     
4,752
     
19,906
 
Noninterest expense
   
21,857
     
22,131
     
23,464
     
23,108
     
90,560
     
20,801
     
19,437
     
22,192
     
22,240
     
84,670
 
Income before income taxes
   
17,131
     
17,194
     
16,151
     
16,284
     
66,760
     
18,114
     
19,048
     
17,246
     
17,181
     
71,589
 
Income tax expense
   
6,416
     
6,467
     
5,535
     
6,104
     
24,522
     
7,103
     
7,240
     
6,532
     
6,521
     
27,396
 
Net income
 
$
10,715
     
10,727
     
10,616
     
10,180
     
42,238
   
$
11,011
     
11,808
     
10,714
     
10,660
     
44,193
 
Per share data:
                                                                               
Basic earnings
 
$
0.113
     
0.113
     
0.112
     
0.107
     
0.444
   
$
0.116
     
0.125
     
0.113
     
0.113
     
0.422
 
Diluted earnings
   
0.113
     
0.113
     
0.111
     
0.107
     
0.444
     
0.116
     
0.125
     
0.113
     
0.112
     
0.422
 
Cash dividends declared
   
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
     
0.0656
     
0.0656
     
0.0656
     
0.0656
     
0.2625
 
 
30

FIVE YEAR SUMMARY OF  FINANCIAL DATA
(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2015
   
2014
   
2013
   
2012
   
2011
 
Statement of income data:
                             
Interest and dividend income
 
$
159,345
     
156,941
     
151,047
     
154,963
     
160,748
 
Interest expense
   
16,197
     
15,488
     
15,283
     
19,975
     
26,244
 
Net interest income
   
143,148
     
141,453
     
135,764
     
134,988
     
134,504
 
Provision for loan losses
   
3,700
     
5,100
     
7,000
     
12,000
     
18,750
 
Net interest income after provision for loan losses
   
139,448
     
136,353
     
128,764
     
122,988
     
115,754
 
Noninterest income
   
17,621
     
19,189
     
18,148
     
18,803
     
17,345
 
Net gain on securities transactions
   
251
     
717
     
1,622
     
2,161
     
1,428
 
Noninterest expense
   
90,560
     
84,670
     
85,005
     
83,977
     
82,142
 
Income before income taxes
   
66,760
     
71,589
     
63,529
     
59,975
     
52,385
 
Income taxes
   
24,522
     
27,396
     
23,717
     
22,441
     
19,298
 
Net income
 
$
42,238
     
44,193
     
39,812
     
37,534
     
33,087
 
Share data:
                                       
Average equivalent diluted shares (in thousands)
   
95,213
     
94,753
     
94,206
     
93,637
     
85,072
 
Tangible book value
 
$
4.33
     
4.14
     
3.82
     
3.81
     
3.62
 
Cash dividends
   
0.263
     
0.263
     
0.263
     
0.263
     
0.263
 
Basic earnings
   
0.444
     
0.467
     
0.422
     
0.400
     
0.389
 
Diluted earnings
   
0.444
     
0.466
     
0.422
     
0.400
     
0.389
 
Financial:
                                       
Return on average assets
   
0.89
%
   
0.97
     
0.90
     
0.87
     
0.81
 
Return on average shareholders' equity
   
10.41
     
11.54
     
11.15
     
10.70
     
11.04
 
Cash dividend payout ratio
   
59.13
     
56.30
     
62.19
     
65.60
     
67.71
 
Tier 1 capital to assets (leverage ratio)
   
8.85
     
8.55
     
8.27
     
8.21
     
8.14
 
Tier 1 capital as a % of total risk adjusted assets
   
17.71
     
17.04
     
16.74
     
16.68
     
15.97
 
Common equity tier 1 capital ratio
   
17.71
     
N/A
 
   
N/A
 
   
N/A
 
   
N/A
 
Total capital as a % of total risk adjusted assets
   
18.97
     
18.30
     
18.00
     
17.94
     
17.23
 
Efficiency ratio
   
55.08
     
52.60
     
52.78
     
52.28
     
49.95
 
Net interest margin
   
3.09
     
3.16
     
3.14
     
3.20
     
3.40
 
Average balances:
                                       
Total assets
 
$
4,721,146
     
4,574,941
     
4,422,393
     
4,332,793
     
4,089,790
 
Earning assets
   
4,630,417
     
4,487,133
     
4,334,803
     
4,238,638
     
3,991,932
 
Loans, net
   
3,234,806
     
3,014,156
     
2,771,663
     
2,572,983
     
2,423,337
 
Allowance for loan losses
   
(46,023
)
   
(47,409
)
   
(48,452
)
   
(49,148
)
   
(46,210
)
Securities available for sale
   
657,951
     
794,613
     
946,367
     
1,023,025
     
947,482
 
Held to maturity securities
   
63,730
     
78,356
     
104,371
     
171,710
     
181,584
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,414
     
10,135
     
10,266
     
9,425
     
6,898
 
Deposits
   
4,103,505
     
3,978,968
     
3,863,420
     
3,809,690
     
3,637,595
 
Short-term borrowings
   
184,725
     
189,430
     
180,275
     
152,982
     
133,803
 
Shareholders' equity
   
405,761
     
382,810
     
356,979
     
350,680
     
299,739
 
 
31

Non-GAAP Financial Measures Reconciliation

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

Taxable Equivalent Net Interest Income and 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. This adjustment is considered helpful 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 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.

Tangible Book Value Per Share: Tangible book value per share is a non-GAAP financial measure derived from GAAP-based amounts. We calculate tangible equity excluding the balance of intangible assets from shareholders' equity. We calculate tangible book value per share by dividing tangible equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing shareholders' equity by common shares outstanding.

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, most 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 non-recurring charges, and other real estate expense (deducted from noninterest expense) and securities transactions and other non-recurring income items (excluded from noninterest income). We calculate the efficiency ratio by dividing total noninterest expenses as determined under GAAP, but excluding other real estate owned expense, net, which we refer to below as recurring expense, by net interest income (fully taxable equivalent) and total noninterest income as determined under GAAP, but excluding net gains on securities from this calculation and other non-recurring income sources, if applicable, which we refer to below as recurring revenue.

We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our financial position, results and ratios.  Our 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.
 
32

Non-GAAP Financial Measures Reconciliation
 
(dollars in thousands, except per share amounts)
(Unaudited)
                             
   
12/31/15
   
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
 
Tangible Book Value Per Share
                             
                               
Equity
 
$
413,310
     
393,444
     
361,813
     
358,798
     
338,516
 
Less: Intangible assets
   
553
     
553
     
553
     
553
     
553
 
Tangible equity
 
$
412,757
     
392,891
     
361,260
     
358,245
     
337,963
 
                                         
Shares outstanding
   
95,262
     
94,857
     
94,463
     
93,935
     
93,315
 
Tangible book value per share
 
$
4.33
     
4.14
     
3.82
     
3.81
     
3.62
 
Book value per share
   
4.34
     
4.15
     
3.83
     
3.82
     
3.63
 
 
   
Years Ended
 
Efficiency Ratio
 
12/31/15
   
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
 
                               
Net interest income (fully taxable equivalent)
   
143,222
     
141,583
     
136,094
     
135,669
     
135,717
 
Non-interest income
   
17,872
     
19,906
     
19,770
     
20,964
     
18,773
 
Less:  Net gain on securities
   
251
     
717
     
1,622
     
2,161
     
1,428
 
Less:  Net gain on sale of building and net gain on sale of nonperforming loans
   
60
     
1,719
     
-
     
-
     
-
 
Recurring revenue
   
160,783
     
159,053
     
154,242
     
154,472
     
153,062
 
                                         
Total Noninterest expense
   
90,560
     
84,670
     
85,005
     
83,977
     
82,142
 
Less:  Other real estate expense, net
   
2,001
     
1,009
     
3,598
     
3,216
     
5,693
 
Recurring expense
   
88,559
     
83,661
     
81,407
     
80,761
     
76,449
 
                                         
Efficiency Ratio
   
55.08
%
   
52.60
%
   
52.78
%
   
52.28
%
   
49.95
%
 
   
Years Ended
 
Taxable Equivalent Net Interest Margin
 
12/31/15
   
12/31/14
   
12/31/13
   
12/31/12
   
12/31/11
 
                               
Net interest income
   
143,148
     
141,453
     
135,764
     
134,988
     
134,504
 
Taxable Equivalent Adjustment
   
74
     
130
     
330
     
681
     
1,213
 
Net interest income (Taxable Equivalent)
   
143,222
     
141,583
     
136,094
     
135,669
     
135,717
 
                                         
Total Interest Earning Assets
   
4,630,417
     
4,487,133
     
4,334,803
     
4,238,638
     
3,991,932
 
                                         
Net Interest Margin
   
3.09
%
   
3.15
%
   
3.13
%
   
3.18
%
   
3.37
%
Taxable Equivalent Net Interest Margin
   
3.09
%
   
3.16
%
   
3.14
%
   
3.20
%
   
3.40
%
 
33

Glossary of Terms

Allowance for Loan Losses:

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

Basic Earnings Per Share:

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

Cash Dividends Per Share:

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

Common equity tier 1 capital ratio

Common equity Tier 1 capital to risk weighted assets

Comprehensive Income:

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

Core Deposits:

Deposits that are traditionally stable, including all deposits other than time deposits of $100,000 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 nonrecurring charges, and other real estate expense) divided by taxable equivalent net interest income plus noninterest income (excluding securities transactions and other non-recurring income items). This is an indicator of the recurring total cost of operating the Company in relation to the recurring total income generated.

Federal Funds Sold:

A short term (generally one business day) investment of excess cash reserves from one bank to another.
 
34

Government Sponsored Enterprises (“GSE”):

Government Sponsored Enterprises are 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.
 
35

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

Management’s Report on Internal Control over Financial Reporting

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

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

Management has completed an assessment of TrustCo Bank Corp NY’s internal control over financial reporting as of December 31, 2015. 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, 2015, the Company maintained effective internal control over financial reporting.

The Company’s internal control over financial reporting as of December 31, 2015 has been audited by Crowe Horwath LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.

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

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

March 4, 2016
 
37

Report of Independent Registered Public Accounting Firm
 
Audit Committee
TrustCo Bank Corp NY
Glenville, New York
 
We have audited the accompanying consolidated statements of condition of TrustCo Bank Corp NY (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, change in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. We also have audited the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

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

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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.
 
38

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TrustCo Bank Corp NY as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, TrustCo Bank Corp NY maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
 
/s/ Crowe Horwath LLP
   
New York, New York
 
March 4, 2016
 
 
39

Consolidated Statements of Income

(dollars in thousands, except per share data)
 
Years Ended December 31,
 
   
2015
   
2014
   
2013
 
                   
Interest and dividend income:
                 
Interest and fees on loans
 
$
141,887
     
135,960
     
127,944
 
Interest and dividends on securities available for sale:
                       
U. S. government sponsored enterprises
   
1,418
     
1,417
     
2,600
 
State and political subdivisions
   
87
     
179
     
562
 
Mortgage-backed securities and collateralized mortgage obligations-residential
   
9,132
     
12,150
     
11,385
 
Corporate bonds
   
1
     
65
     
812
 
Small Business Administration-guaranteed participation securities
   
2,004
     
2,154
     
2,180
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
149
     
151
     
144
 
Other
   
16
     
16
     
17
 
Total interest and dividends on securities available for sale
   
12,807
     
16,132
     
17,700
 
                         
                         
Interest on held to maturity securities:
                       
Mortgage-backed securities and collateralized mortgage obligations-residential
   
1,844
     
2,259
     
2,840
 
Corporate bonds
   
615
     
615
     
833
 
Total interest on held to maturity securities
   
2,459
     
2,874
     
3,673
 
                         
                         
Federal Reserve Bank and Federal Home Loan Bank stock
   
467
     
511
     
490
 
Interest on federal funds sold and other short-term investments
   
1,725
     
1,464
     
1,240
 
Total interest and dividend income
   
159,345
     
156,941
     
151,047
 
                         
Interest expense:
                       
Interest on deposits
   
14,983
     
14,091
     
13,800
 
Interest on short-term borrowings
   
1,214
     
1,397
     
1,483
 
Total interest expense
   
16,197
     
15,488
     
15,283
 
                         
Net interest income
   
143,148
     
141,453
     
135,764
 
Provision for loan losses
   
3,700
     
5,100
     
7,000
 
Net interest income after provision for loan losses
   
139,448
     
136,353
     
128,764
 
                         
Noninterest income:
                       
Trustco Financial Services income
   
5,971
     
5,837
     
5,301
 
Fees for services to customers
   
10,689
     
10,844
     
11,675
 
Net gain on securities transactions
   
251
     
717
     
1,622
 
Other
   
961
     
2,508
     
1,172
 
Total noninterest income
   
17,872
     
19,906
     
19,770
 
                         
Noninterest expense:
                       
Salaries and employee benefits
   
32,521
     
32,879
     
32,424
 
Net occupancy expense
   
15,799
     
16,251
     
16,100
 
Equipment expense
   
6,871
     
7,219
     
6,381
 
Professional services
   
7,878
     
5,807
     
5,649
 
Outsourced services
   
5,860
     
5,350
     
5,125
 
Advertising expense
   
2,593
     
2,487
     
2,827
 
FDIC and other insurance expense
   
6,339
     
3,907
     
3,975
 
Other real estate expense, net
   
2,001
     
1,009
     
3,598
 
Other
   
10,698
     
9,761
     
8,926
 
Total noninterest expense
   
90,560
     
84,670
     
85,005
 
                         
Income before income taxes
   
66,760
     
71,589
     
63,529
 
Income taxes
   
24,522
     
27,396
     
23,717
 
Net income
 
$
42,238
     
44,193
     
39,812
 
                         
Earnings per share:
                       
Basic
 
$
0.444
     
0.467
     
0.422
 
Diluted
   
0.444
     
0.466
     
0.422
 

See accompanying notes to consolidated financial statements.
 
40

TRUSTCO BANK CORP NY
 
Consolidated Statements of Comprehensive Income
 
(dollars in thousands, except per share data)
 
 
   
Years Ended December 31,
 
   
2015
   
2014
   
2013
 
                   
Net income
 
$
42,238
     
44,193
     
39,812
 
                         
Net unrealized holding (loss) gain on securities available for sale
   
(1,079
)
   
24,630
     
(34,691
)
Reclassification adjustments for net gain recognized in income
   
(251
)
   
(717
)
   
(1,622
)
Tax effect
   
531
     
(9,528
)
   
14,480
 
Net unrealized (loss) gain on securities available for sale, net of tax
   
(799
)
   
14,385
     
(21,833
)
                         
Change in overfunded position in pension and postretirement plans arising during the year
   
711
     
(8,367
)
   
10,559
 
Tax effect
   
(281
)
   
3,336
     
(4,210
)
Change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
430
     
(5,031
)
   
6,349
 
                         
Amortization of net actuarial loss (gain)
   
70
     
(297
)
   
467
 
Amortization of prior service cost (credit)
   
90
     
199
     
(262
)
Tax effect
   
(63
)
   
38
     
(82
)
Amortization of net actuarial loss (gain) and prior service cost (credit) on pension and postretirement plans, net of tax
   
97
     
(60
)
   
123
 
                         
Other comprehensive (loss) income, net of tax
   
(272
)
   
9,294
     
(15,361
)
Comprehensive income
 
$
41,966
     
53,487
     
24,451
 
 
41

Consolidated Statements of Condition

(dollars in thousands, except per share data)
 
As of December 31,
 
   
2015
   
2014
 
ASSETS
           
             
Cash and due from banks
 
$
41,698
     
43,505
 
Federal funds sold and other short term investments
   
676,458
     
627,943
 
Total cash and cash equivalents
   
718,156
     
671,448
 
Securities available for sale
   
601,037
     
676,759
 
Held to maturity securities ($59,439 and $75,342 fair value at December 31, 2015 and 2014, respectively)
   
56,465
     
70,946
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,480
     
9,228
 
Loans, net of deferred fees and costs
   
3,293,304
     
3,158,332
 
Less: Allowance for loan losses
   
44,762
     
46,327
 
Net loans
   
3,248,542
     
3,112,005
 
Bank premises and equipment, net
   
37,643
     
38,565
 
Other assets
   
63,669
     
65,488
 
                 
Total assets
 
$
4,734,992
     
4,644,439
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Deposits:
               
Demand
 
$
365,081
     
331,425
 
Savings accounts
   
1,262,194
     
1,216,831
 
Interest-bearing checking
   
754,347
     
682,210
 
Money market deposit accounts
   
610,826
     
638,542
 
Other time accounts
   
1,107,930
     
1,163,233
 
Total deposits
   
4,100,378
     
4,032,241
 
Short-term borrowings
   
191,226
     
189,116
 
Accrued expenses and other liabilities
   
30,078
     
29,638
 
Total liabilities
   
4,321,682
     
4,250,995
 
                 
Commitments and contingent liabilities
               
                 
SHAREHOLDERS' EQUITY:
               
                 
Capital stock: $1 par value; 150,000,000 shares authorized, 98,973,452 and 98,944,623 shares issued at December 31, 2015 and 2014, respectively
   
98,973
     
98,945
 
Surplus
   
171,443
     
172,353
 
Undivided profits
   
184,009
     
166,745
 
Accumulated other comprehensive loss, net of tax
   
(4,781
)
   
(4,509
)
Treasury stock: 3,711,228 and 4,087,295 shares, at cost, at December 31, 2015 and 2014, respectively
   
(36,334
)
   
(40,090
)
Total shareholders' equity
   
413,310
     
393,444
 
Total liabilities and shareholders' equity
 
$
4,734,992
     
4,644,439
 
See accompanying notes to consolidated financial statements.
 
42

Consolidated Statements of Changes in Shareholders' Equity

(dollars in thousands, except per share data)
                                   
   
Capital
Stock
   
Surplus
   
Undivided
Profits
   
Accumulated
Other
Comprehensive
(Loss)
Income
   
Treasury
Stock
   
Total
 
                                     
Beginning balance, January 1, 2013
   
98,912
     
174,899
     
132,378
     
1,558
     
(48,949
)
   
358,798
 
Net Income - 2013
   
-
     
-
     
39,812
     
-
     
-
     
39,812
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
(15,361
)
   
-
     
(15,361
)
Stock options and related tax benefits
   
15
     
61
     
-
     
-
     
(40
)
   
36
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,758
)
   
-
     
-
     
(24,758
)
Sale of treasury stock (518,726 shares)
   
-
     
(2,194
)
   
-
     
-
     
5,102
     
2,908
 
Stock based compensation expense
   
-
     
378
     
-
     
-
     
-
     
378
 
Ending balance, December 31, 2013
 
$
98,927
     
173,144
     
147,432
     
(13,803
)
   
(43,887
)
   
361,813
 
                                                 
Net Income - 2014
   
-
     
-
     
44,193
     
-
     
-
     
44,193
 
Change in other comprehensive income, net of tax
   
-
     
-
     
-
     
9,294
     
-
     
9,294
 
Stock options and related tax benefits
   
18
     
113
     
-
     
-
     
-
     
131
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,880
)
   
-
     
-
     
(24,880
)
Purchase of treasury stock (38,390 shares)
   
-
     
-
     
-
     
-
     
(282
)
   
(282
)
Sale of treasury stock (414,881 shares)
   
-
     
(1,229
)
   
-
     
-
     
4,079
     
2,850
 
Stock based compensation expense
   
-
     
325
     
-
     
-
     
-
     
325
 
Ending balance, December 31, 2014
 
$
98,945
     
172,353
     
166,745
     
(4,509
)
   
(40,090
)
   
393,444
 
                                                 
Net Income - 2015
   
-
     
-
     
42,238
     
-
     
-
     
42,238
 
Change in other comprehensive loss, net of tax
   
-
     
-
     
-
     
(272
)
   
-
     
(272
)
Stock options and related tax benefits
   
28
     
119
     
-
     
-
     
-
     
147
 
Cash dividend declared, $.2625 per share
   
-
     
-
     
(24,974
)
   
-
     
-
     
(24,974
)
Purchase of treasury stock (22,364 shares)
   
-
     
-
     
-
     
-
     
(147
)
   
(147
)
Sale of treasury stock (398,431 shares)
   
-
     
(1,233
)
   
-
     
-
     
3,903
     
2,670
 
Stock based compensation expense
   
-
     
204
     
-
     
-
     
-
     
204
 
Ending balance, December 31, 2015
 
$
98,973
     
171,443
     
184,009
     
(4,781
)
   
(36,334
)
   
413,310
 

See accompanying notes to consolidated financial statements.
 
43

Consolidated Statements of Cash Flows
 
(dollars in thousands)
 
   
Years Ended December 31,
 
   
2015
   
2014
   
2013
 
Cash flows from operating activities:
                 
Net income
 
$
42,238
     
44,193
     
39,812
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
   
4,554
     
4,776
     
5,017
 
Net gain on sale of other real estate owned
   
(373
)
   
(2,599
)
   
(509
)
Writedown of other real estate owned
   
1,143
     
1,967
     
2,166
 
Net gain on sale of building held for sale
   
-
     
(1,556
)
   
-
 
Provision for loan losses
   
3,700
     
5,100
     
7,000
 
Deferred tax expense (benefit)
   
3,011
     
2,964
     
(1,426
)
Net amortization of securities
   
5,486
     
5,458
     
6,930
 
Stock based compensation expense
   
204
     
325
     
378
 
Net gain on sale of bank premises and equipment
   
-
     
(1
)
   
(16
)
Net gain on securities transactions
   
(251
)
   
(717
)
   
(1,622
)
Decrease (increase) in taxes receivable
   
3,510
     
723
     
(38
)
Decrease in interest receivable
   
538
     
398
     
554
 
Increase (decrease) in interest payable
   
(47
)
   
80
     
19
 
Decrease (increase) in other assets
   
(4,168
)
   
(7,239
)
   
7,047
 
Increase in accrued expenses and other liabilities.…
   
463
     
1,123
     
4,577
 
Total adjustments
   
17,770
     
10,802
     
30,077
 
Net cash provided by operating activities
   
60,008
     
54,995
     
69,889
 
Cash flows from investing activities:
                       
Proceeds from sales and calls of securities available for sale
   
254,955
     
321,074
     
417,204
 
Purchases of securities available for sale
   
(189,823
)
   
(126,113
)
   
(423,547
)
Proceeds from maturities of securities available for sale
   
4,025
     
11,206
     
13,060
 
Proceeds from calls and maturities of held to maturity securities
   
14,481
     
15,269
     
57,211
 
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
   
(252
)
   
(451
)
   
(868
)
Proceeds from redemptions of Federal Reserve Bank and Federal Home Loan Bank stock
   
-
     
1,723
     
-
 
Net increase in loans
   
(148,532
)
   
(266,630
)
   
(243,937
)
Net proceeds from sale of building held for sale
   
-
     
4,745
     
-
 
Proceeds from dispositions of other real estate owned
   
7,511
     
12,972
     
10,967
 
Proceeds from dispositions of bank premises and equipment
   
112
     
139
     
16
 
Purchases of bank premises and equipment
   
(3,744
)
   
(8,497
)
   
(6,381
)
Net cash used in investing activities
   
(61,267
)
   
(34,563
)
   
(176,275
)
Cash flows from financing activities:
                       
Net increase in deposits
   
68,137
     
105,170
     
122,878
 
Net increase (decrease) in short-term borrowings
   
2,110
     
(15,046
)
   
44,316
 
Proceeds from exercise of stock options and related tax benefits
   
147
     
131
     
36
 
Proceeds from sales of treasury stock
   
2,670
     
2,850
     
2,908
 
Purchases of treasury stock
   
(147
)
   
(282
)
   
-
 
Dividends paid
   
(24,950
)
   
(24,851
)
   
(24,724
)
Net cash provided by financing activities
   
47,967
     
67,972
     
145,414
 
Net increase in cash and cash equivalents
   
46,708
     
88,404
     
39,028
 
Cash and cash equivalents at beginning of period
   
671,448
     
583,044
     
544,016
 
Cash and cash equivalents at end of period
 
$
718,156
     
671,448
     
583,044
 
                   
Supplemental Disclosure of Cash Flow Information:
                 
Cash paid during the year for:
                 
Interest paid
 
$
16,244
     
15,408
     
15,264
 
Income taxes paid
   
21,005
     
26,727
     
23,821
 
Non cash investing and financing activites:
                       
Transfer of loans to real estate owned
   
8,295
     
10,620
     
12,648
 
Transfer of other real estate owned to fixed assets
   
-
     
568
     
-
 
Transfer of building to other assets
   
-
     
-
     
3,189
 
Increase in dividends payable
   
24
     
29
     
34
 
Change in unrealized gain (loss) on securities available for sale - gross of deferred taxes
   
(1,330
)
   
23,913
     
(36,313
)
Change in deferred tax effect on unrealized gain (loss) on securities
                       
available for sale, net of reclassification adjustment
   
531
     
(9,528
)
   
14,480
 
Amortization of net actuarial loss and prior service credit on pension and post retirement plans, gross of deferred taxes
   
160
     
(98
)
   
205
 
Change in deferred tax effect of amortization of net actuarial loss and prior service credit on pension and post retirement plans
   
(63
)
   
38
     
(82
)
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes
   
711
     
(8,367
)
   
10,559
 
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)
   
(281
)
   
3,336
     
(4,210
)
 
See accompanying notes to consolidated financial statements.
 
44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accounting and financial reporting policies of TrustCo Bank Corp NY (the Company or TrustCo), ORE Subsidiary Corp., Trustco Bank (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 based on the amortized cost of the specific security sold at trade date.

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.
 

45

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. Both cash and stock dividends are reported as income. The Bank is also a member of its regional FRB. 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.

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 TDRs and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
 
46

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

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

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. 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.

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, commercial loans classified by the Company’s internal loan review grading process, and residential loans with loan-to-value ratios in excess of 90% at the time of origination. 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.

The following portfolio segments have been identified: commercial loans, 1-to-4 family 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.
 
47

  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 both December 31, 2015 and 2014, there were $6.4 million of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.

Income Taxes

In the ordinary course of business, there is inherent uncertainty in quantifying the Company's income tax positions. Income tax positions and recorded tax benefits are assessed by management for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. When applicable, associated interest and penalties have also been recognized.  We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

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.

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, the Bank’s compliance with the capital plan required under the terms of the Bank’s July 21, 2015 formal agreement with the OCC, and the receipt of regulatory approval (or non-objection) from the Bank’s and the Company’s regulators. Under the agreement with the OCC, the Bank may declare or pay a dividend or make a capital distribution only (a) when the Bank is in compliance with its approved written capital plan, and would remain in compliance with such Capital Plan immediately following the declaration or payment of any dividend or capital distribution and (b) following OCC approval under OCC capital distribution rules. Under those rules, the OCC may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement 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 2016, the Bank could declare, with regulatory approval, dividends of approximately $56.0 million plus any 2016 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 at age 65 access to a Medicare Supplemental program.

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 income (loss).

In order to measure the expense associated with the Plans, various assumptions are made including the discount rate, expected return on plan assets, anticipated mortality rates, and expected future healthcare costs. The assumptions are based on historical experience as well as current facts and circumstances. The Company uses a December 31 measurement date for its Plans. As of the measurement date, plan assets are determined based on fair value, generally representing observable market prices. The projected benefit obligation is primarily determined based on the present value of projected benefit distributions at an assumed discount rate.
 
48

Net periodic pension benefit costs include service costs, interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial losses. Net periodic postretirement benefit costs include service costs, interest costs based on an assumed discount rate, and the amortization of prior service credits and net actuarial gains. Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the Plans. The prior service credit is amortized over the average remaining service period to full eligibility for participating employees expected to receive benefits.

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 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 nonforfeitable 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, 2015 and 2014, the Company did not have any unvested awards that would be considered participating securities.

Reclassification of Prior Year Statements

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

Segment Reporting

The Company’s operations are exclusively in the financial services industry and include the provision of traditional banking services. Management evaluates the performance of the Company based on only one business segment, that of community banking. The Company operates primarily in the geographical region of Upstate New York with branches also in Florida and the Downstate 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.
 
49

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 FRB. The amount of this reserve requirement, included in cash and due from banks and federal funds sold and other short term investments, was approximately $99.1 million and $91.2 million at December 31, 2015 and 2014, respectively.

50

(3) Investment Securities

(a) Securities available for sale

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

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

(dollars in thousands)
 
December 31, 2014
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                       
U.S. government sponsored enterprises
 
$
78,420
     
2
     
622
     
77,800
 
State and political subdivisions
   
2,232
     
39
     
-
     
2,271
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
486,107
     
1,108
     
3,655
     
483,560
 
Corporate bonds
   
1,500
     
-
     
-
     
1,500
 
Small Business Administration- guaranteed participation securities
   
103,273
     
-
     
2,777
     
100,496
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,696
     
-
     
249
     
10,447
 
Other
   
650
     
-
     
-
     
650
 
Total debt securities
   
682,878
     
1,149
     
7,303
     
676,724
 
Equity securities
   
35
     
-
     
-
     
35
 
Total securities available for sale
 
$
682,913
     
1,149
     
7,303
     
676,759
 
 
51

The following table distributes the amortized cost and fair value of debt securities included in the available for sale portfolio as of December 31, 2015, 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
 
$
1,456
     
1,454
 
Due in one year through five years
   
86,482
     
86,322
 
Due after five years through ten years
   
872
     
892
 
Due after ten years
   
9
     
9
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
416,625
     
411,729
 
Small Business Administration- guaranteed participation securities
   
92,620
     
90,416
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,422
     
10,180
 
   
$
608,486
     
601,002
 
 
52

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

(dollars in thousands)
 
December 31, 2014
 
   
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
 
$
12,840
     
81
     
54,959
     
541
     
67,799
     
622
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
65,549
     
492
     
325,476
     
3,163
     
391,025
     
3,655
 
Small Business Administration- guaranteed participation securities
   
-
     
-
     
100,496
     
2,777
     
100,496
     
2,777
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
-
     
-
     
10,447
     
249
     
10,447
     
249
 
                                                 
Total
 
$
78,389
     
573
     
491,378
     
6,730
     
569,767
     
7,303
 

The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during 2015, 2014 and 2013 are as follows:

(dollars in thousands)
 
Year ended December 31,
 
   
2015
   
2014
   
2013
 
                   
Proceeds from sales
 
$
22,945
     
69,147
     
160,820
 
Proceeds from calls
   
232,010
     
251,927
     
256,384
 
Gross realized gains
   
251
     
720
     
1,702
 
Gross realized losses
   
-
     
3
     
80
 
 
Tax expense recognized on net gains on sales of securities available for sale were approximately $100 thousand, $287 thousand, and $649 thousand for the years ended December 31, 2015, 2014 and 2013 respectively.

The amount of securities that have been pledged to secure short-term borrowings and for other purposes amounted to $277.1 million and $298.5 million at December 31, 2015 and 2014, respectively.
 
53

(b) Held to maturity securities

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

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

(dollars in thousands)
 
December 31, 2014
 
         
 
   
 
       
   
Amortized
Cost
   
Gross
Unrecognized
Gains
   
Gross
Unrecognized
Losses
   
Fair
Value
 
                       
Mortgage backed securities and collateralized mortgage obligations - residential
 
$
60,986
     
3,334
     
-
     
64,320
 
Corporate bonds
   
9,960
     
1,062
     
-
     
11,022
 
Total held to maturity
 
$
70,946
     
4,396
     
-
     
75,342
 

The following table distributes the debt securities included in the held to maturity portfolio as of December 31, 2015, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.  Securities not due at a single maturity date are shown separately.

(dollars in thousands)
 
 
Amortized
Cost
   
Fair
Value
 
Due in one year through five years
 
$
9,975
     
10,641
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
46,490
     
48,798
 
   
$
56,465
     
59,439
 

There were no held to maturity securities with gross unrecognized losses as of both December 31, 2015 and 2014.  There were no sales or transfers of held to maturity securities during 2015 and 2014.

(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, 2015 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)
 
 
Amortized
Cost
   
Fair
 Value
 
Federal Home Loan Mortgage Corporation
 
$
161,834
     
160,976
 
Federal National Mortgage Association
   
335,008
     
331,414
 
Government National Mortgage Association
   
61,696
     
63,157
 
Small Business Administration
   
92,620
     
90,417
 
 
54

(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 an 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, 2015, 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, 2015.

Mortgage backed securities and collateralized mortgage obligations - residential

At December 31, 2015, 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, 2015.
 
Small Business Administration (SBA) - guaranteed participation securities

At December 31, 2015, 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, 2015.

Mortgage backed securities and collateralized mortgage obligations - commercial

As of December 31, 2015, 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, 2015.
 
55

As a result of the above analysis, for the year ended December 31, 2015, 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, 2015
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
160,965
     
14,908
     
175,873
 
Other
   
27,449
     
93
     
27,542
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,093,957
     
566,715
     
2,660,672
 
Home equity loans
   
52,251
     
8,250
     
60,501
 
Home equity lines of credit
   
308,165
     
51,160
     
359,325
 
Installment
   
8,000
     
1,391
     
9,391
 
Total loans, net
 
$
2,650,787
     
642,517
     
3,293,304
 
Less: Allowance for loan losses
                   
44,762
 
Net loans
                 
$
3,248,542
 
 
   
December 31, 2014
 
(dollars in thousands)
 
New York and
other states*
   
Florida
   
Total
 
Commercial:
                 
Commercial real estate
 
$
174,788
     
19,336
     
194,124
 
Other
   
29,200
     
58
     
29,258
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
2,041,140
     
476,427
     
2,517,567
 
Home equity loans
   
51,713
     
5,942
     
57,655
 
Home equity lines of credit
   
308,764
     
43,370
     
352,134
 
Installment
   
6,774
     
820
     
7,594
 
Total loans, net
 
$
2,612,379
     
545,953
     
3,158,332
 
Less: Allowance for loan losses
                   
46,327
 
Net loans
                 
$
3,112,005
 

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

At December 31, 2015 and 2014, the Company had approximately $26.6 million and $38.5 million of real estate construction loans. Of the $26.6 million in real estate construction loans at December 31, 2015, approximately $16.0 million were secured by first mortgages to residential borrowers; the remaining $10.6 million were to commercial borrowers for residential construction projects.  Of the $38.5 million in real estate construction loans at December 31, 2014, approximately $17.6 million are secured by first mortgages to residential borrowers while approximately $20.9 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, 2015 and 2014, loans to executive officers or directors, and to associates of such persons aggregated $7.6 million and $8.3 million, respectively. During 2015, approximately $2.6 million of new loans were made to such persons and repayments of loans totaled approximately $3.3 million. 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 is affected by the economic conditions prevailing in the respective geographic territory.
 
56

The following tables present the recorded investment in non-accrual loans by loan class:
 
   
December 31, 2015
 
(dollars in thousands)
 
New York and
other states
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
3,024
     
-
     
3,024
 
Other
   
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
19,488
     
1,488
     
20,976
 
Home equity loans
   
212
     
-
     
212
 
Home equity lines of credit
   
3,573
     
329
     
3,902
 
Installment
   
90
     
8
     
98
 
Total non-accrual loans
   
26,387
     
1,825
     
28,212
 
Restructured real estate mortgages - 1 to 4 family
   
48
     
-
     
48
 
Total nonperforming loans
 
$
26,435
     
1,825
     
28,260
 
 
   
December 31, 2014
 
(dollars in thousands)
 
New York and
other states
   
Florida
   
Total
 
Loans in non-accrual status:
                 
Commercial:
                 
Commercial real estate
 
$
3,835
     
-
     
3,835
 
Other
   
-
     
-
     
-
 
Real estate mortgage - 1 to 4 family:
                       
First mortgages
   
23,643
     
2,488
     
26,131
 
Home equity loans
   
349
     
-
     
349
 
Home equity lines of credit
   
3,229
     
252
     
3,481
 
Installment
   
77
     
13
     
90
 
Total non-accrual loans
   
31,133
     
2,753
     
33,886
 
Restructured real estate mortgages - 1 to 4 family
   
125
     
-
     
125
 
Total nonperforming loans
 
$
31,258
     
2,753
     
34,011
 
 
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 of foreclosure).  As of December 31, 2015 and December 31, 2014, other real estate owned included $5.4 million and $4.2 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 $13.2 million and $17.5 million as of December 31, 2015 and December 31, 2014, respectively.
 
57

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of December 31, 2015 and 2014:
 
New York and other states:

   
December 31, 2015
 
(dollars in thousands)
 
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90+
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                       
Commercial:
                                     
Commercial real estate
 
$
-
   
-
   
2,340
   
2,340
   
158,625
   
160,965
 
Other
   
-
   
-
   
-
   
-
   
27,449
   
27,449
 
Real estate mortgage - 1 to 4 family:
                                     
First mortgages
   
4,321
   
2,037
   
12,529
   
18,887
   
2,075,070
   
2,093,957
 
Home equity loans
   
43
   
-
   
149
   
192
   
52,059
   
52,251
 
Home equity lines of credit
   
572
   
204
   
1,418
   
2,194
   
305,971
   
308,165
 
Installment
   
34
   
19
   
88
   
141
   
7,859
   
8,000
 
                                       
Total
 
$
4,970
   
2,260
   
16,524
   
23,754
   
2,627,033
   
2,650,787
 
 
Florida:
 
(dollars in thousands)  
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90+
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                       
Commercial:
                                     
Commercial real estate
 
$
10
   
-
   
-
   
10
   
14,898
   
14,908
 
Other
   
-
   
-
   
-
   
-
   
93
   
93
 
Real estate mortgage - 1 to 4 family:
                                     
First mortgages
   
665
   
271
   
851
   
1,787
   
564,928
   
566,715
 
Home equity loans
   
-
   
-
   
-
   
-
   
8,250
   
8,250
 
Home equity lines of credit
   
159
   
-
   
240
   
399
   
50,761
   
51,160
 
Installment
   
1
   
21
   
-
   
22
   
1,369
   
1,391
 
                                       
Total
 
$
835
   
292
   
1,091
   
2,218
   
640,299
   
642,517
 
 
Total:
 
(dollars in thousands)  
30-59
Days
Past Due
   
60-89
Days
Past Due
   
90+
Days
Past Due
   
Total
30+ days
Past Due
   
Current
   
Total
Loans
 
                                       
Commercial:
                                     
Commercial real estate
 
$
10
   
-
   
2,340
   
2,350
   
173,523
   
175,873
 
Other
   
-
   
-
   
-
   
-
   
27,542
   
27,542
 
Real estate mortgage - 1 to 4 family:
                                     
First mortgages
   
4,986
   
2,308
   
13,380
   
20,674
   
2,639,998
   
2,660,672
 
Home equity loans
   
43
   
-
   
149
   
192
   
60,309
   
60,501
 
Home equity lines of credit
   
731
   
204
   
1,658
   
2,593
   
356,732
   
359,325
 
Installment
   
35
   
40
   
88
   
163
   
9,228
   
9,391
 
                                       
Total
 
$
5,805
   
2,552
   
17,615
   
25,972
   
3,267,332
   
3,293,304
 
 
58

New York and other states:
 
   
December 31, 2014
 
(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
 
$
618
   
52
   
2,627
   
3,297
   
171,491
   
174,788
 
   Other
   
-
   
-
   
-
   
-
   
29,200
   
29,200
 
Real estate mortgage - 1 to 4 family:
                                     
   First mortgages
   
3,340
   
3,874
   
16,782
   
23,996
   
2,017,144
   
2,041,140
 
   Home equity loans
   
141
   
59
   
337
   
537
   
51,176
   
51,713
 
   Home equity lines of credit
   
568
   
342
   
1,198
   
2,108
   
306,656
   
308,764
 
Installment
   
79
   
10
   
58
   
147
   
6,627
   
6,774
 
                                       
Total
 
$
4,746
   
4,337
   
21,002
   
30,085
   
2,582,294
   
2,612,379
 
 
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
 
$
-
   
-
   
-
   
-
   
19,336
   
19,336
 
   Other
   
-
   
-
   
-
   
-
   
58
   
58
 
Real estate mortgage - 1 to 4 family:
                                     
   First mortgages
   
801
   
283
   
1,225
   
2,309
   
474,118
   
476,427
 
   Home equity loans
   
-
   
-
   
-
   
-
   
5,942
   
5,942
 
   Home equity lines of credit
   
173
   
-
   
116
   
289
   
43,081
   
43,370
 
Installment
   
17
   
-
   
-
   
17
   
803
   
820
 
                                       
Total
 
$
991
   
283
   
1,341
   
2,615
   
543,338
   
545,953
 
 
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
 
$
618
   
52
   
2,627
   
3,297
   
190,827
   
194,124
 
   Other
   
-
   
-
   
-
   
-
   
29,258
   
29,258
 
Real estate mortgage - 1 to 4 family:
                                     
   First mortgages
   
4,141
   
4,157
   
18,007
   
26,305
   
2,491,262
   
2,517,567
 
   Home equity loans
   
141
   
59
   
337
   
537
   
57,118
   
57,655
 
   Home equity lines of credit
   
741
   
342
   
1,314
   
2,397
   
349,737
   
352,134
 
Installment
   
96
   
10
   
58
   
164
   
7,430
   
7,594
 
                                       
Total
 
$
5,737
   
4,620
   
22,343
   
32,700
   
3,125,632
   
3,158,332
 
 
At December 31, 2015 and 2014, 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.
 
59

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

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

(dollars in thousands)
 
For the year ended December 31, 2013
 
   
Commercial
   
Real Estate
Mortgage-
1 to 4 Family
   
Installment
   
Total
 
Balance at beginning of period
 
$
3,771
     
44,069
     
87
     
47,927
 
Loans charged off:
                               
New York and other states*
   
1,072
     
6,572
     
68
     
7,712
 
Florida
   
100
     
1,020
     
6
     
1,126
 
Total loan chargeoffs
   
1,172
     
7,592
     
74
     
8,838
 
                                 
Recoveries of loans previously charged off:
                               
New York and other states*
   
14
     
715
     
17
     
746
 
Florida
   
505
     
374
     
-
     
879
 
Total recoveries
   
519
     
1,089
     
17
     
1,625
 
Net loans charged off
   
653
     
6,503
     
57
     
7,213
 
Provision for loan losses
   
901
     
6,031
     
68
     
7,000
 
Balance at end of period
 
$
4,019
     
43,597
     
98
     
47,714
 
 
60

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, 2015 and 2014:

   
December 31, 2015
 
(dollars in thousands)
       
1-to-4 Family
             
   
Commercial Loans
   
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
                       
Ending allowance balance attributable to loans:
                       
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,491
     
39,753
     
518
     
44,762
 
                                 
Total ending allowance balance
 
$
4,491
     
39,753
     
518
     
44,762
 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
3,306
     
22,575
     
-
     
25,881
 
Collectively evaluated for impairment
   
200,109
     
3,057,923
     
9,391
     
3,267,423
 
                                 
Total ending loans balance
 
$
203,415
     
3,080,498
     
9,391
     
3,293,304
 
 
   
December 31, 2014
 
(dollars in thousands)
         
1-to-4 Family
                 
   
Commercial Loans
   
Residential Real Estate
   
Installment Loans
   
Total
 
Allowance for loan losses:
                               
Ending allowance balance attributable to loans:
                               
Individually evaluated for impairment
 
$
-
     
-
     
-
     
-
 
Collectively evaluated for impairment
   
4,071
     
42,088
     
168
     
46,327
 
                                 
Total ending allowance balance
 
$
4,071
     
42,088
     
168
     
46,327
 
                                 
Loans:
                               
Individually evaluated for impairment
 
$
4,129
     
22,406
     
-
     
26,535
 
Collectively evaluated for impairment
   
219,253
     
2,904,950
     
7,594
     
3,131,797
 
                                 
Total ending loans balance
 
$
223,382
     
2,927,356
     
7,594
     
3,158,332
 
 
The Company has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a 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, 2015 and 2014 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.

61

The following tables present impaired loans by loan class as of December 31, 2015 and 2014:
 
New York and other states:

   
December 31, 2015
 
(dollars in thousands)
     
Unpaid
     
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                   
Commercial:
                 
Commercial real estate
 
$
3,306
   
3,996
   
-
   
3,608
 
Other
   
-
   
-
   
-
   
-
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
17,460
   
18,602
   
-
   
18,127
 
Home equity loans
   
359
   
417
   
-
   
382
 
Home equity lines of credit
   
2,306
   
2,569
   
-
   
2,238
 
                           
Total
 
$
23,431
   
25,584
   
-
   
24,355
 
 
Florida:
 
(dollars in thousands)
       
Unpaid
       
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                           
Commercial:
                         
Commercial real estate
 
$
-
   
-
   
-
   
-
 
Other
   
-
   
-
   
-
   
-
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
1,760
   
1,852
   
-
   
1,489
 
Home equity loans
   
53
   
53
   
-
   
54
 
Home equity lines of credit
   
637
   
720
   
-
   
654
 
                           
Total
 
$
2,450
   
2,625
   
-
   
2,197
 
 
Total:
 
(dollars in thousands)
       
Unpaid
       
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                           
Commercial:
                         
Commercial real estate
 
$
3,306
   
3,996
   
-
   
3,608
 
Other
   
-
   
-
   
-
   
-
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
19,220
   
20,454
   
-
   
19,616
 
Home equity loans
   
412
   
470
   
-
   
436
 
Home equity lines of credit
   
2,943
   
3,289
   
-
   
2,892
 
                           
Total
 
$
25,881
   
28,209
   
-
   
26,552
 
 
62

New York and other states:
 
   
December 31, 2014
 
(dollars in thousands)
       
Unpaid
       
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                           
Commercial:
                         
Commercial real estate
 
$
4,129
   
5,499
   
-
   
4,798
 
Other
   
-
   
-
   
-
   
61
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
17,579
   
18,689
   
-
   
17,261
 
Home equity loans
   
366
   
410
   
-
   
454
 
Home equity lines of credit
   
2,492
   
2,778
   
-
   
2,578
 
                           
Total
 
$
24,566
   
27,376
   
-
   
25,152
 
 
Florida:
 
(dollars in thousands)
       
Unpaid
       
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                           
Commercial:
                         
Commercial real estate
 
$
-
   
-
   
-
   
577
 
Other
   
-
   
-
   
-
   
-
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
1,289
   
1,380
   
-
   
1,422
 
Home equity loans
   
56
   
56
   
-
   
5
 
Home equity lines of credit
   
624
   
773
   
-
   
581
 
                           
Total
 
$
1,969
   
2,209
   
-
   
2,585
 
 
Total:
 
(dollars in thousands)
       
Unpaid
       
YTD Avg
 
   
Recorded
Investment
 
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
                           
Commercial:
                         
Commercial real estate
 
$
4,129
   
5,499
   
-
   
5,375
 
Other
   
-
   
-
   
-
   
61
 
Real estate mortgage - 1 to 4 family:
                         
First mortgages
   
18,868
   
20,069
   
-
   
18,683
 
Home equity loans
   
422
   
466
   
-
   
459
 
Home equity lines of credit
   
3,116
   
3,551
   
-
   
3,159
 
                           
Total
 
$
26,535
   
29,585
   
-
   
27,737
 
 
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 2015, 2014, and 2013.

Included in impaired loans as of December 31, 2015 and 2014 are approximately $10.6 million and $9.9 million, respectively, of 1 to 4 family residential real estate loans in accruing status that were identified as TDR’s in accordance with OCC guidance released in the third quarter of 2012.

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, 2015 and 2014, based upon management’s evaluation and due to the sufficiency of chargeoffs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).
 
63

The following table presents modified loans by class that were determined to be TDRs that occurred during the years ended December 31, 2015, 2014 and 2013:

   
Year ended 12/31/2015
   
Year ended 12/31/2014
   
Year ended 12/31/2013
 
New York and other states*:                                    
(dollars in thousands)
 
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Outstanding
Recorded
Investment
 
                                                       
Commercial:
                                                     
Commercial real estate
   
-
   
$
-
     
-
     
1
   
$
294
     
294
     
1
   
$
507
     
507
 
Real estate mortgage - 1 to 4 family:
                                                                       
First mortgages
   
35
     
4,797
     
4,797
     
41
     
5,585
     
5,585
     
50
     
5 , 852
     
5 , 852
 
Home equity loans
   
1
     
137
     
137
     
4
     
77
     
77
     
7
     
120
     
120
 
Home equity lines of credit
   
7
     
506
     
506
     
3
     
194
     
194
     
13
     
1,061
     
1,061
 
                                                                         
Total
   
43
   
$
5,440
     
5,440
     
49
   
$
6,150
     
6,150
     
71
   
$
7,540
     
7,540
 
 
 
Florida:                                   
(dollars in thousands)
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
   
Number of
Contracts
   
Pre-Modification
Outstanding
Recorded
Investment
   
Post-Modification
Outstanding
Recorded
Investment
 
                                                                         
Real estate mortgage - 1 to 4 family:
                                                                       
First mortgages
   
6
     
780
     
780
     
7
     
676
     
676
     
8
     
1,149
     
1,149
 
Home equity loans
   
-
     
-
     
-
     
1
     
56
     
56
     
-
     
-
     
-
 
Home equity lines of credit
   
4
     
107
     
107
     
3
     
368
     
368
     
3
     
282
     
282
 
                                                                         
Total
   
10
   
$
887
     
887
     
11
   
$
1,100
     
1,100
     
11
   
$
1,431
     
1,431
 

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, 2015, 2014 and 2013 for which there was a payment default within 12 months of modification:

   
Year ended 12/31/2015
   
Year ended 12/31/2014
   
Year ended 12/31/2013
 
New York and other states*:
 
Number of
   
Recorded
   
Number of
   
Recorded
   
Number of
   
Recorded
 
(dollars in thousands)
 
Contracts
   
Investment
   
Contracts
   
Investment
   
Contracts
   
Investment
 
                                     
Real estate mortgage - 1 to 4 family:
                                   
First mortgages
   
2
     
148
     
7
     
355
     
5
     
440
 
Home equity loans
   
-
     
-
     
-
     
-
     
1
     
44
 
Home equity lines of credit
   
2
     
24
     
1
     
35
     
1
     
56
 
                                                 
Total
   
4
   
$
172
     
8
   
$
390
     
7
   
$
540
 
 
Florida:
 
Number of
   
Recorded
   
Number of
   
Recorded
   
Number of
   
Recorded
 
(dollars in thousands)
 
Contracts
   
Investment
   
Contracts
   
Investment
   
Contracts
   
Investment
 
                                                 
Real estate mortgage - 1 to 4 family:
                                               
First mortgages
   
-
   
$
-
     
1
   
$
60
     
-
   
$
-
 
Home equity lines of credit
   
-
     
-
     
1
     
279
     
-
     
-
 
                                                 
Total
   
-
   
$
-
     
2
   
$
339
     
-
   
$
-
 

In situations where the Bank considers a loan modification, management determines whether the borrower is experiencing financial difficulty by performing an evaluation of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s underwriting policy. Generally, the modification of the terms of loans is 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 is 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.
 
64

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

The Company categorizes 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 loans individually by grading the loans based on credit risk. In addition, the Company’s internal loan review department reviews a sample of loans by testing the loan grades assigned through the Company’s grading process. The internal loan review sample selection is made in accordance with the Company’s Internal 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.
 
65

As of December 31, 2015 and 2014, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

   
December 31, 2015
 
New York and other states:
                 
                   
(dollars in thousands)
                 
   
Pass
   
Classified
   
Total
 
Commercial:
                 
Commercial real estate
 
$
145,335
     
15,630
     
160,965
 
Other
   
26,715
     
734
     
27,449
 
                         
   
$
172,050
     
16, 364
     
188,414
 
 
Florida:
                       
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
   Commercial real estate
 
$
14,908
     
-
     
14,908
 
   Other
   
93
     
-
     
93
 
                         
   
$
15,001
     
-
     
15,001
 
 
Total:                        
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
   Commercial real estate
 
$
160,243
     
15,630
     
175,873
 
   Other
   
26,808
     
734
     
27,542
 
                         
   
$
187,051
     
16,364
     
203,415
 
 
   
December 31, 2014
 
New York and other states:
                       
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
   Commercial real estate
 
$
162,589
     
12,199
     
174,788
 
   Other
   
28,677
     
523
     
29,200
 
                         
   
$
191,266
     
12,722
     
203,988
 
 
Florida:
                       
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
   Commercial real estate
 
$
19,336
     
-
     
19,336
 
   Other
   
58
     
-
     
58
 
                         
   
$
19,394
     
-
     
19,394
 
 
Total:                        
                         
(dollars in thousands)
                       
   
Pass
   
Classified
   
Total
 
Commercial:
                       
   Commercial real estate
 
$
181,925
     
12,199
     
194,124
 
   Other
   
28,735
     
523
     
29,258
 
                         
   
$
210,660
     
12,722
     
223,382
 
 
66

Included in classified loans in the above tables are impaired loans of $3.0 million and $4.1 million at December 31, 2015 and 2014, 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, 2015 and 2014 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, 2015 and 2014 is presented in the recorded investment in non-accrual loans table.

(5) Bank Premises and Equipment

A summary of premises and equipment at December 31, 2015 and 2014 follows:

(dollars in thousands)
           
   
2015
   
2014
 
Land
 
$
2,413
     
2,413
 
Buildings
   
33,050
     
32,760
 
Furniture, fixtures and equipment
   
48,819
     
47,443
 
Leasehold improvements
   
29,389
     
27,652
 
Total bank premises and equipment
   
113,670
     
110,268
 
Accumulated depreciation and amortization
               
   
(76,026
)
   
(71,703
)
Total
 
$
37,643
     
38,565
 

Depreciation and amortization expense approximated $4.6 million, $4.8 million, and $5.0 million for the years 2015, 2014, and 2013, respectively. Occupancy expense of the Bank’s premises included rental expense of $7.5 million in 2015, $7.3 million in 2014, and $7.2 million in 2013.

(6) Deposits

Interest expense on deposits was as follows:

(dollars in thousands)
 
For the year ended December 31,
 
   
2015
   
2014
   
2013
 
Interest bearing
                 
checking accounts
 
$
448
     
365
     
329
 
Savings accounts
   
2,468
     
2,662
     
3,333
 
Time deposits and
                       
money market accounts
   
12,067
     
11,064
     
10,138
 
Total
 
$
14,983
     
14,091
     
13,800
 
 
At December 31, 2015, the maturity of total time deposits is as follows:

(dollars in thousands)
     
Under 1 year
 
$
778,133
 
1 to 2 years
   
290,246
 
2 to 3 years
   
20,302
 
3 to 4 years
   
16,187
 
4 to 5 years
   
2,851
 
Over 5 years
   
211
 
   
$
1,107,930
 
 
Included in total time deposits as of December 31, 2015 and 2014 is $ 98.7 million and $85.3 million in time deposits with balances in excess of $250,000.
67

(7) Short-Term Borrowings

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

(dollars in thousands)
 
2015
   
2014
   
2013
 
Amount outstanding at December 31,
 
$
191,226
     
189,116
     
204,162
 
Maximum amount outstanding at any month end
   
194,738
     
209,370
     
204,162
 
Average amount outstanding
   
184,725
     
189,430
     
180,275
 
Weighted average interest rate:
                       
For the year
   
0.66
%
   
0.74
     
0.82
 
As of year end
   
0.60
     
0.72
     
0.82
 

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 FHLBNY which approximates the balance of securities pledged against such borrowings. The line of credit requires securities to be pledged as collateral for the amount borrowed. As of December 31, 2015 and 2014, the Company had no outstanding borrowings with the FHLBNY and, as a result, there were no related securities pledged.

(8) Income Taxes

A summary of income tax expense/(benefit) included in the Consolidated Statements of Income follows:

(dollars in thousands)
 
For the year ended December 31,
 
   
2015
   
2014
   
2013
 
Current tax expense:
                 
Federal
 
$
19,864
     
22,046
     
22,612
 
State
   
1,647
     
2,386
     
2,531
 
Total current tax expense
   
21,511
     
24,432
     
25,143
 
Deferred tax expense (benefit)
   
3,011
     
2,964
     
(1,426
)
Total income tax expense
 
$
24,522
     
27,396
     
23,717
 
 
68

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014, are as follows:

   
December 31,
 
 
2015
   
2014
 
(dollars in thousands)
 
Deductible
temporary
differences
   
Deductible
temporary
differences
 
           
Benefits and deferred remuneration
 
$
(4,992
)
 
$
(3,885
)
Difference in reporting the allowance for loan losses, net
   
18,576
     
21,006
 
Other income or expense not yet reported for tax purposes
   
2,607
     
2,325
 
Depreciable assets
   
(796
)
   
(1,040
)
Net deferred tax asset at end of year
   
15,395
     
18,406
 
Net deferred tax asset at beginning of year
   
18,406
     
21,370
 
                 
Deferred tax expense
 
$
3,011
   
$
2,964
 
 
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 $15.4 million and $18.4 million at December 31, 2015 and 2014, respectively, will be realized.

In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $3.0 million and $2.4 million at December 31, 2015 and 2014, respectively, relating to the net unrealized losses on securities available for sale and deferred tax assets of $193 thousand and $535 thousand at December 31, 2015 and 2014, respectively, as a result of the previously unrecognized overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive income.

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,
 
   
2015
   
2014
   
2013
 
Statutory federal income tax rate Increase/(decrease) in taxes  resulting from:
   
35.0
%
   
35.0
     
35.0
 
Tax exempt income
   
(0.1
)
   
(0.1
)
   
(0.3
)
State income tax (including alternative minimum tax), net of federal tax benefit
   
1.8
     
2.7
     
2.3
 
Other items
   
-
     
0.7
     
0.3
 
Effective income tax rate
   
36.7
%
   
38.3
     
37.3
 
 
TrustCo adopted ASC 740-10, “Accounting for Uncertainty in Income Taxes,” as of January 1, 2008. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. As a result of the Company’s adoption of ASC 740-10, there were no required adjustments to the Company’s consolidated financial statements.
 
69

For the years ended December 31, 2015 and 2014 the unrecognized tax benefits and change in those unrecognized tax benefits from the beginning of the year are as follows:

(dollars in thousands)
     
       
Balance as of January 1, 2014
 
$
213
 
         
Change in unrecognized tax reserve
   
-
 
         
Balance as of December 31, 2014
 
$
213
 
         
Change in unrecognized tax reserve
   
-
 
         
Balance as of December 31, 2015
 
$
213
 

TrustCo has implemented certain tax return positions that have not been fully recognized for financial statement purposes based upon management’s evaluation of the probability of the benefit being realized. Management will reevaluate the necessity of these unrecognized tax benefits after the affected tax returns have been subject to audit. 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 2015, 2014, and 2013, these amounts were not material. The Company's federal and state income tax returns for the years 2012 through 2015 remain open to examination.

(9) Benefit Plans

(a) Retirement Plan

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

The following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2015 and 2014:

Change in Projected Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2015
   
2014
 
Projected benefit obligation at beginning of year
 
$
33,662
     
27,822
 
Service cost
   
60
     
58
 
Interest cost
   
1,329
     
1,374
 
Benefits paid
   
(1,676
)
   
(1,751
)
Net actuarial (gain) loss
   
(2,486
)
   
6,159
 
Projected benefit obligation at end of year
 
$
30,889
     
33,662
 

Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
 
2015
   
2014
 
Fair Value of plan assets at beginning of year
 
$
42,993
     
39,419
 
Actual gain on plan assets
   
360
     
3,325
 
Company contributions
   
-
     
2,000
 
Benefits paid
   
(1,676
)
   
(1,751
)
Fair value of plan assets at end of year
   
41,677
     
42,993
 
                 
Funded status at end of year
 
$
10,788
     
9,331
 
 
70

The accumulated benefit obligation for pension benefits was $30.9 million and $33.7 million at December 31, 2015 and 2014, respectively.

Amounts recognized in accumulated other comprehensive income (pre-tax) consist of the following as of:

   
December 31,
 
   
2015
   
2014
 
Net actuarial loss
 
$
5,830
     
6,150
 

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

(dollars in thousands)
 
For the years ended
 
   
December 31,
 
   
2015
   
2014
   
2013
 
Service cost
 
$
60
     
58
     
69
 
Interest cost
   
1,329
     
1,374
     
1,273
 
Expected return on plan assets
   
(2,735
)
   
(2,504
)
   
(2,190
)
Amortization of net loss
   
210
     
-
     
516
 
Net periodic pension credit
   
(1,136
)
   
(1,072
)
   
(332
)
                         
Amortization of net loss
   
(210
)
   
-
     
(516
)
                         
Net actuarial (gain) / loss included in other comprehensive income
   
(109
)
   
5,337
     
(8,156
)
                         
     
(319
)
   
5,337
     
(8,672
)
Total recognized in net periodic benefit (credit) cost and other comprehensive income
 
$
(1,455
)
   
4,265
     
(9,004
)

The estimated net loss for the plan that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year is $169 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
 
2016
 
$
1,738
 
2017
   
1,754
 
2018
   
1,788
 
2019
   
1,829
 
2020
   
1,867
 
2021 - 2025
   
9,554
 

The assumptions used to determine benefit obligations at December 31 of the following years are as follows:

   
2015
   
2014
   
2013
 
Discount rate
   
4.55
%
   
4.03
     
5.08
 
 
71

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

   
2015
   
2014
   
2013
 
Discount rate
   
4.03
%
   
5.08
     
4.07
 
Expected long-term rate of return on assets
   
6.50
     
6.50
     
6.50
 

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

The Company also has a supplementary pension plan under which additional retirement benefits are accrued for eligible executive officers. This plan supplements the defined benefit retirement plan for eligible employees that exceed the Internal Revenue Service limit on the amount of pension payments that are allowed from a retirement plan. The supplemental plan provides eligible employees with total benefit payments as calculated by the retirement plan without regard to this limitation. Benefits under this plan are calculated using the same actuarial assumptions and interest rates as used for the retirement plan calculations. The accumulated benefits under this supplementary pension plan was approximately $5.6 million as of both  December 31, 2015 and 2014, respectively. Effective as of December 31, 2008, this plan has been frozen and no additional benefits will accrue. Instead, the amount of the Company’s annual contribution to the plan plus interest is paid directly to each eligible employee. The expense recorded for this plan was $1.0 million, $1.5 million, and $1.3 million, in 2015, 2014, and 2013, respectively.

Rabbi trusts have been established for this plan. These trust accounts are administered by the Trustco Financial Services Department and invest primarily in bonds issued by government-sponsored enterprises and money market instruments. These assets are recorded at their fair value and are included in securities available for sale and other short-term investments in the Consolidated Statements of Condition. As of December 31, 2015 and 2014, the trusts had assets totaling $5.6 million and $5.7 million, respectively.

(c) Postretirement Benefits

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.  In addition, the plan provides a death benefit to certain eligible employees and retirees.
 
72

The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2015 and 2014:

Change in Accumulated Benefit Obligation:
 
December 31,
 
(dollars in thousands)
 
2015
   
2014
 
Accumulated benefit obligation at beginning of year
 
$
6,455
     
2,513
 
Service cost
   
165
     
100
 
Interest cost
   
268
     
217
 
Plan amendments
   
-
     
1,811
 
Benefits paid
   
(85
)
   
(83
)
Net actuarial (gain) loss
   
(1,369
)
   
1,897
 
Accumulated benefit obligation at end of year
 
$
5,434
     
6,455
 
 
Change in Plan Assets and Reconciliation of Funded Status:
 
December 31,
 
(dollars in thousands)
   
2015
     
2014
 
Fair value of plan assets at beginning of year
 
$
19,285
     
17,935
 
Actual gain on plan assets
   
(47
)
   
1,350
 
Company contributions
   
85
     
83
 
Benefits paid
   
(85
)
   
(83
)
Fair value of plan assets at end of year
   
19,238
     
19,285
 
                 
Funded status at end of year
 
$
13,804
     
12,830
 
 
Amounts recognized in accumulated other comprehensive income consist of the following as of:
 
December 31,
 
 
 
2015
   
2014
 
Net actuarial gain
 
$
(3,890
)
   
(3,429
)
Prior service credit
   
(1,457
)
   
(1,367
)
Total
 
$
(5,347
)
   
(4,796
)
 
73

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

   
For the years ended
December 31,
 
(dollars in thousands)
 
2015
   
2014
   
2013
 
Service cost
 
$
165
   
$
100
     
50
 
Interest cost
   
268
     
217
     
101
 
Expected return on plan assets
   
(722
)
   
(672
)
   
(495
)
Amortization of net actuarial gain
   
(140
)
   
(297
)
   
(49
)
Amortization of prior service cost (credit)
   
90
     
199
     
(262
)
Net periodic benefit credit
   
(339
)
   
(453
)
   
(655
)
                         
Net (gain) loss
   
(602
)
   
1,219
     
(2,868
)
Prior service cost
   
-
     
1,811
     
465
 
Amortization of prior service cost
   
(90
)
   
(199
)
   
262
 
Amortization of net gain
   
140
     
297
     
49
 
Total amount recognized in other comprehensive income
   
(552
)
   
3,128
     
(2,092
)
                         
Total amount recognized in net periodic benefit cost and other comprehensive income
 
$
(891
)
 
$
2,675
     
(2,747
)

The estimated amount of net gain that will be amortized from accumulated other comprehensive income into net periodic benefit credit over the next fiscal year is approximately $217 thousand while the estimated amount of prior service cost that will be amortized from accumulated other comprehensive income into net periodic benefit credit 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
 
       
2016
 
$
87
 
2017
   
91
 
2018
   
103
 
2019
   
117
 
2020
   
130
 
2021 - 2025
   
989
 
 
The discount rate assumption used to determine benefit obligations at December 31 is as follows:

   
2015
   
2014
   
2013
 
Discount rate
   
4.55
%
   
4.03
     
5.08
 
 
74

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

   
2015
   
2014
   
2013
 
Discount rate
   
4.03
%
   
5.08
     
4.07
 
Expected long-term rate of return on assets, net of tax
   
3.75
     
3.75
     
3.30
 

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 2015 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, 2015, while a 1% decrease would have an approximate $922 thousand impact. The impact on the interest and service components of net periodic postretirement benefit credit for the year ended December 31, 2015 would be $113 thousand for a one percentage point increase and $85 thousand for a one percentage point decrease.

(d) Components of Accumulated Other Comprehensive Income (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, 2015 and 2014, respectively:
 
(dollars in thousands)
 
December 31, 2015
 
   
Retirement
Plan
   
Post-
Retirement
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
(109
)
   
(602
)
   
(711
)
Amortization of net actuarial (loss) gain
   
(210
)
   
140
     
(70
)
Amortization of prior service cost (credit)
   
-
     
(90
)
   
(90
)
Total
 
$
(319
)
   
(552
)
   
(871
)

   
December 31, 2014
 
   
Retirement
Plan
   
Post-
Retirement
Benefit Plan
   
Total
 
Change in overfunded position of pension and postretirement benefits
 
$
5,337
     
3,030
     
8,367
 
Amortization of net actuarial gain (loss)
   
-
     
297
     
297
 
Amortization of prior service credit
   
-
     
(199
)
   
(199
)
Total
 
$
5,337
     
3,128
     
8,465
 
 
75

(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
 
   
2015
   
2014
   
2015
   
2014
 
Debt Securities
   
32
%
   
32
     
25
     
33
 
Equity Securities
   
60
     
63
     
60
     
65
 
Other
   
8
     
5
     
15
     
2
 
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. At December 31, 2015, plan assets for postretirement benefits included an above range amount for “other” investment category due to temporary excess cash in the plan.  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, 2015 and 2014, by asset category, is as follows:
 

Retirement Plan
     
Fair Value Measurements at
December 31, 2015 Using:
     
   
Carrying
  Value
   
Quoted Prices in Active Markets for Identical Assets
  (Level 1)
   
Significant Other Observable Inputs
  (Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
3,182
     
3,182
     
-
     
-
 
Equity mutual funds
   
25,352
     
25,352
     
-
     
-
 
U.S. government sponsored enterprises
   
5,779
     
-
     
5,779
     
-
 
Corporate bonds
   
6,771
     
-
     
6,771
     
-
 
Fixed income mutual funds
   
593
     
593
     
-
     
-
 
                                 
Total Plan Assets
 
$
41,677
     
29,127
     
12,550
     
-
 
 
76

Postretirement Benefits
       
Fair Value Measurements at
December 31, 2015 Using:
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Plan Assets
                       
                         
Cash and cash equivalents
 
$
2,832
     
2,832
     
-
     
-
 
Equity mutual funds
   
11,513
     
11,513
     
-
     
-
 
U.S. government sponsored enterprises
   
1,843
     
-
     
1,843
     
-
 
Corporate bonds
   
1,074
     
-
     
1,074
     
-
 
State and political subdivisions
   
1,976
     
-
     
1,976
     
-
 
                                 
Total Plan Assets
 
$
19,238
     
14,345
     
4,893
     
-
 
 
Retirement Plan
       
Fair Value Measurements at
December 31, 2014 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
 
$
2,043
     
2,043
     
-
     
-
 
Equity mutual funds
   
27,149
     
27,149
     
-
     
-
 
U.S. government sponsored enterprises
   
6,691
     
-
     
6,691
     
-
 
Corporate bonds
   
6,502
     
-
     
6,502
     
-
 
Fixed income mutual funds
   
608
     
608
     
-
     
-
 
                                 
Total Plan Assets
 
$
42,993
     
29,800
     
13,193
     
-
 
 
Postretirement Benefits
       
Fair Value Measurements at
December 31, 2014 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
 
$
285
     
285
     
-
     
-
 
Equity mutual funds
   
12,583
     
12,583
     
-
     
-
 
U.S. government sponsored enterprises
   
2,342
     
-
     
2,342
     
-
 
Corporate bonds
   
1,520
     
-
     
1,520
     
-
 
State and political subdivisions
   
2,555
     
-
     
2,555
     
-
 
                                 
Total Plan Assets
 
$
19,285
     
12,868
     
6,417
     
-
 
 
77

At December 31, 2015 and 2014, 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 2015 and 2014.

The Company made contributions of $2.0 million to its pension plan during 2014.  No contributions were made in 2015. The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2016.

(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 2015, 2014 or 2013 but were replaced with Company contributions to the 401(k) feature of the plan. Expenses related to the plan aggregated $944 thousand for 2015, $710 thousand in 2014 and $657 thousand in 2013.

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 $715 thousand, $1.3 million and $2.0 million in 2015, 2014 and 2013, respectively.

The Company has also awarded 3.4 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, 2015, the weighted average strike price of each unit was $7.18.

(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 (described 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 its common stock, and may make certain other equity-based, cash-settled awards (described 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 plans as of December 31, 2015 and changes during the year then ended, are as follows:
 
78

   
Outstanding Options
 
   
Number of
Options
   
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
 
Balance, January 1, 2015
   
2,693,050
   
$
8.27
     
New options awarded - 2015
   
168,250
     
6.43
     
Expired options - 2015
   
(501,500
)
   
12.15
     
Options forfeited-2015
   
(6,000
)
   
7.78
     
Exercised options - 2015
   
(28,829
)
   
5.15
     
Balance, December 31, 2015
   
2,324,971
   
$
7.34
 
5.1 years
 
                        
   
Exercisable Options
 
                        
Balance, December 31, 2015
   
1,642,373
   
$
7.73
 
3.8 years
 

At December 31, 2015, the intrinsic value of outstanding stock options and vested stock options was approximately $588 thousand and $430 thousand, respectively. The Company expects all unvested options to vest according to plan provisions.

During 2015, 2014 and 2013, 28 thousand, 18 thousand and 15 thousand stock options were exercised, respectively. The intrinsic value and related tax benefits of stock options exercised in these years was not material.  It is the Company’s policy to generally issue stock for stock option exercises from previously unissued shares of common stock or treasury shares.

Unrecognized stock-based compensation expense related to non-vested stock options totaled $530 thousand at December 31, 2015. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 3.3 years.

Valuation of Stock-Based Compensation: The fair value of the Company’s employee and director stock options granted is estimated on the measurement date, which, for the Company, is the date of grant. The weighted-average fair value of stock options granted during 2015, 2014 and 2013 estimated using the Black-Scholes option pricing model, was $0.98, $0.93 and $1.08, respectively. The Company estimated expected market price volatility and the expected term of the options based on historical data and other factors. The assumptions used to determine the fair value of options granted during 2015, 2014 and 2013 are detailed in the table below:

   
2015
 
2014
 
2013
 
   
Employees'
Plan
 
Employees'
Plan
 
Employees'
Plan
 
Expected dividend yield
   
4.09
%
   
3.64
   
3.72
%
Risk-free interest rate
   
1.74
     
1.74
     
1.45
 
Expected volatility rate
   
26.20
     
21.62
     
25.83
 
Expected lives
   
5.0
 years    
5.0
 years    
5.0
 years
 
During 2015, 2014 and 2013, the Company recognized approximately $204 thousand, $325 thousand and $378 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 2015, 2014 and 2013.  All such awards were made under the Equity Incentive Plan and/or the Directors Plan.
 
79

The activity for service based awards during 2015 was as follows:

Restricted share units

   
Outstanding
Units
 
       
Balance, December 31, 2014
   
202,400
 
New awards granted
   
68,300
 
Forfeited awards
   
(4,500
)
Awards settled
   
(81,000
)
Balance, December 31, 2015
   
185,200
 

Service Based Awards: During 2015, 2014 and 2013, 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, nor are they eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule. Upon issuance, the fair value of these awards is the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized, is based on the fair value of the Company’s stock.

During 2015, 2014 and 2013, the Company recognized approximately $324 thousand, $352 thousand and $230 thousand, respectively, in stock based compensation expense related to these awards. Unrecognized stock-based compensation expense related to the outstanding restricted share units totaled $732 thousand at December 31, 2015.  During 2015, awards granted in 2012 became fully vested and settled.  Awards granted after 2012 were unvested at December 31, 2015.  The weighted average period over which the unrecognized expense is expected to be recognized was approximately 27 months as of December 31, 2015.

The liability related to service based liability awards totaled $404 thousand and $605 thousand at December 31, 2015 and 2014, respectively.

The activity for performance based awards during 2015 was as follows:

Performance share units

Performance share units
   
Outstanding
Units
 
       
Balance, December 31, 2014
   
229,500
 
New awards granted
   
84,200
 
Awards settled
   
-
 
Balance, December 31, 2015
   
313,700
 

Performance Based Awards: During 2015, 2014 and 2013, the Company issued performance share units to certain eligible officers and executives. These units do not hold voting powers, nor are they 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 provisions of the Equity Incentive Plan and the related award agreements, as well as the fair value of the Company’s stock.
 
80

For units granted in 2012, the Company met its required performance criteria.  These awards are expected to be settled during the first quarter of 2016.  For units granted in 2014 and 2013, the Company, during 2015, concluded that it does not expect to meet its required performance criteria and therefore has adjusted its calculation for the number of units that would be settled in cash upon vesting.  For units granted in 2015, the Company expects to meet its required performance criteria.

During 2015, the Company recognized a benefit of $48 thousand in stock based compensation expense related to these units.  This was the result of both the change in the Company’s stock price as well as adjustments to management’s expectations relative to the required performance criteria.  During 2014 and 2013, the Company recognized approximately $490 thousand and $239 thousand, respectively, in stock based compensation expense related to these units. Unrecognized stock-based compensation expense related to the outstanding performance share units totaled $593 thousand at December 31, 2015.  At December 31, 2015, the units awarded in 2012 were fully vested and unpaid.  For the units granted in years subsequent to 2012, all of the units were unvested at December 31, 2015. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 30 months as of December 31, 2015.

The liability related to performance based liability awards totaled $699 thousand and $748 thousand at December 31, 2015 and 2014, respectively.

(i) Stock and Liability Based Compensation Expense

Total compensation expense totaled $480 thousand, $1.2 million and $847 thousand in 2015, 2014 and 2013, respectively, related to all director and employee equity incentive plans.

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

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

Of the $847 thousand of stock based compensation expense recognized in 2013, $469 thousand related to liability awards as they may be settled in cash instead of shares, while the remaining $378 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 2015, 2014 and 2013 was approximately $192 thousand, $478 thousand and $296 thousand, respectively.

(10) Commitments and Contingent Liabilities

(a) Leases

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

(dollars in thousands)
     
2016
 
$
7,206
 
2017
   
6,876
 
2018
   
6,588
 
2019
   
6,453
 
2020
   
6,205
 
2021 and after
   
37,177
 
   
$
70,505
 
(b) Litigation

Existing litigation arising in the normal course of business is not expected to result in any material loss to the Company.
 
81

(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 $5.9 million for 2015, $5.4 million for 2014 and $5.1 million in 2013. The Company is contractually obligated to pay these third-party service providers approximately $5 to $6 million per year through 2020.

(11) Earnings Per Share

The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”). TrustCo adopted FASB Staff Position on Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, as codified in FASB ASC 260-10 (“ASC 260-10”), which clarified that unvested share-based payment awards that contain nonforfeitable rights to receive dividends or divided equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). Participating securities under this statement include the unvested employees’ and directors’ restricted stock awards with time-based vesting, which receive nonforfeitable dividend payments. At December 31, 2015 and 2014, the Company no longer has any unvested awards that would be considered participating securities.
 

A reconciliation of the component parts of earnings per share for 2015, 2014 and 2013 follows:

(dollars in thousands,
except per share data)
                 
   
2015
   
2014
   
2013
 
For the years ended
                 
December 31:
                 
Net income
 
$
42,238
     
44,193
     
39,812
 
Less: Net income allocated to participating securities
   
-
     
43
     
45
 
Net income allocated to common shareholders
 
$
42,238
     
44,150
     
39,767
 
Basic EPS:
                       
Distributed earnings allocated to common stock
 
$
24,961
     
24,866
     
24,745
 
Undistributed earnings allocated to common stock
   
17,277
     
19,284
     
15,022
 
Net income allocated to common shareholders
 
$
42,238
     
44,150
     
39,767
 
Weighted average common shares outstanding including participating securities
   
95,103
     
94,721
     
94,266
 
Less: Participating securities
   
-
     
93
     
106
 
Weighted average common shares
   
95,103
     
94,628
     
94,160
 
                         
Basic EPS
 
$
0.444
     
0.467
     
0.422
 
                         
Diluted EPS:
                       
Net income allocated to common shareholders
 
$
42,238
     
44,150
     
39,767
 
Weighted average common shares for basic EPS
   
95,103
     
94,628
     
94,160
 
Effect of Dilutive Securities:
                       
Stock Options
   
110
     
125
     
46
 
Weighted average common shares including potential dilutive shares
   
95,213
     
94,753
     
94,206
 
                         
Diluted EPS
 
$
0.444
     
0.466
     
0.422
 
 
As of December 31, 2015, 2014 and 2013, the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 1.5 million, 2.3 million, and 2.5 million, respectively. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

(12) Off-Balance Sheet Financial Instruments

Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a fee. Commitments sometimes expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Bank’s normal credit policies, including obtaining collateral. The Bank’s maximum exposure to credit loss for loan commitments, including unused lines of credit, at December 31, 2015 and 2014, was $432.1 million and $446.7 million, respectively. Approximately 82% and 80% of these commitments were for variable rate products at the end of 2015 and 2014, respectively.
 
82

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 $3.5 million and $8.0 million at December 31, 2015 and 2014, 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, 2015 and 2014 was insignificant.

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

(13) Fair Value of Financial Instruments

ASC Topic 820, Fair Value Measurements and Disclosure (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 chargeoff 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.
 
83

Assets and liabilities measured at fair value under ASC 820 on a recurring basis are summarized below:
 
    Fair Value Measurements at
December 31, 2015 Using:
 
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
Securities available for sale:
                       
U.S. government sponsored enterprises
 
$
86,737
     
-
   
$
86,737
     
-
 
State and political subdivisions
   
1,290
     
-
     
1,290
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
411,729
     
-
     
411,729
     
-
 
Small Business Administration- guaranteed participation securities
   
90,416
     
-
     
90,416
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,180
     
-
     
10,180
     
-
 
Other
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
601,037
   
$
35
   
$
601,002
   
$
-
 
 
 
   
Fair Value Measurements at
December 31, 2014 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
 
$
77,800
   
$
-
   
$
77,800
   
$
-
 
State and political subdivisions
   
2,271
     
-
     
2,271
     
-
 
Mortgage backed securities and collateralized mortgage obligations - residential
   
483,560
     
-
     
483,560
     
-
 
Corporate bonds
   
1,500
     
-
     
1,500
     
-
 
Small Business Administration- guaranteed participation securities
   
100,496
     
-
     
100,496
     
-
 
Mortgage backed securities and collateralized mortgage obligations - commercial
   
10,447
     
-
     
10,447
     
-
 
Other
   
685
     
35
     
650
     
-
 
Total securities available for sale
 
$
676,759
   
$
35
   
$
676,724
   
$
-
 

There were no transfers between Level 1 and Level 2 in 2015 and 2014.
 
84

Assets measured at fair value on a non-recurring basis are summarized below:
 
   
Fair Value Measurements at
December 31, 2015 Using:
 
       
   
Carrying
Value
   
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
 
(dollars in thousands)
                       
                         
Other real estate owned
 
$
6,455
   
$
-
   
$
-
   
$
6,455
 
Impaired loans:
                               
Commercial real estate
   
878
     
-
     
-
     
878
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,601
     
-
     
-
     
2,601
 
Home Equity Loans
   
53
     
-
     
-
     
53
 
Home equity lines of credit
   
455
     
-
     
-
     
455
 
 
   
Fair Value Measurements at
December 31, 2014 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)
                       
                         
Other real estate owned
 
$
6,441
   
$
-
   
$
-
   
$
6,441
 
Impaired loans:
                               
Commercial real estate
   
206
     
-
     
-
     
206
 
Real estate mortgage - 1 to 4 family:
                               
First mortgages
   
2,627
     
-
     
-
     
2,627
 
Home equity lines of credit
   
810
     
-
     
-
     
810
 

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

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

Other real estate owned, which is carried at fair value less costs to sell, approximates $6.4 million at December 31, 2014 and consisted of $2.2 million of commercial real estate and $4.2 million of residential real estate properties. A valuation charge of $2.0 million is included in earnings for the year ended December 31, 2014.

Of the total impaired loans of $26.5 million at December 31, 2014, $3.6 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, 2014. Gross charge-offs related to commercial impaired loans included in the table above were $17 thousand for the year ended December 31, 2014, while gross charge-offs related to residential impaired loans included in the table above amounted to $349 thousand.
 
85

In accordance with ASC 825, Financial Instruments, the carrying amounts and estimated fair values of financial instruments, at December 31, 2015 and 2014 are as follows:

   
Carrying
   
Fair Value Measurements at
December 31, 2015 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
718,156
     
718,156
     
-
     
-
     
718,156
 
Securities available for sale
   
601,037
     
35
     
601,002
     
-
     
601,037
 
Held to maturity securities
   
56,465
     
-
     
59,439
     
-
     
59,439
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,480
     
N/A
   
N/A
 
   
N/A
 
   
N/A
 
Net loans
   
3,248,542
     
-
     
-
     
3,279,167
     
3,279,167
 
Accrued interest receivable
   
10,262
     
80
     
2,370
     
7,812
     
10,262
 
Financial liabilities:
                                       
Demand deposits
   
365,081
     
365,081
     
-
     
-
     
365,081
 
Interest bearing deposits
   
3,735,297
     
2,627,367
     
1,111,240
     
-
     
3,738,607
 
Short-term borrowings
   
191,226
     
-
     
191,226
     
-
     
191,226
 
Accrued interest payable
   
501
     
74
     
427
     
-
     
501
 
 
   
Carrying
   
Fair Value Measurements at
December 31, 2014 Using:
 
   
Value
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
 
$
671,448
     
671,448
     
-
     
-
     
671,448
 
Securities available for sale
   
676,759
     
35
     
676,724
     
-
     
676,759
 
Held to maturity securities
   
70,946
     
-
     
75,342
     
-
     
75,342
 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,228
     
N/A
   
N/A
 
   
N/A
 
   
N/A
 
Net loans
   
3,112,005
     
-
     
-
     
3,171,005
     
3,171,005
 
Accrued interest receivable
   
10,800
     
30
     
2,694
     
8,076
     
10,800
 
Financial liabilities:
                                       
Demand deposits
   
331,425
     
331,425
     
-
     
-
     
331,425
 
Interest bearing deposits
   
3,700,816
     
2,537,583
     
1,163,245
     
-
     
3,700,828
 
Short-term borrowings
   
189,116
     
-
     
189,116
     
-
     
189,116
 
Accrued interest payable
   
548
     
100
     
448
     
-
     
548
 

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 FRB and FHLB 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.
 
86

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 guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices.  Capital amounts and classifications are also subject to qualitative judgments by regulators.  Failure to meet minimum capital requirements can initiate  certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements and results of operations.  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.  Prior to January 1, 2015, the Company had not been subject to express regulatory capital requirements.  The Company has chosen to exclude net unrealized gain or loss on available for sale securities in computing regulatory capital.  Capital amounts and ratios for December 31, 2014 are calculated using Basel I rules.  Management believes as of December 31, 2015, the Company and Bank meet all capital adequacy requirements to which they are subject.
 
87

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. Adequately capitalized institutions must obtain prior regulatory approval to accept brokered deposits. 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. If an institution is classified as undercapitalized, it is required to submit a capital restoration plan to its federal banking regulators and is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the federal banking regulators of a capital restoration plan for the institution. Furthermore, if an institution is classified as undercapitalized, the federal banking regulators may take certain actions to correct the capital position of the institution; if it is classified as significantly undercapitalized or critically undercapitalized, the federal banking regulators would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring sales of new securities to bolster capital, improvements in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. If a bank is classified as critically undercapitalized, the bank must be placed into conservatorship or receivership within 90 days, unless the federal banking regulators determines that other action would better achieve the purposes of the prompt corrective action regime. Any of the foregoing regulatory actions could have a direct material effect on an institution’s or its holding company’s financial statements.  The Bank’s capital ratios exceed the levels necessary to meet the definition of “well capitalized” for regulatory purposes as of both December 31 2014 and 2015

The following is a summary of actual capital amounts and ratios as of December 31, 2015 and 2014, for Trustco Bank:

(dollars in thousands)
 
As of December 31, 2015
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized*
   
Capitalized*
 
                         
Tier 1 leverage ratio
 
$
405,506
     
8.60
%
   
5.00
%
   
4.00
%
Common equity Tier 1 capital
   
405,506
     
17.21
 
   
6.00
     
4.00
 
Tier 1 risk-based capital
   
405,506
     
17.21
     
6.00
     
4.00
 
Total risk-based capital
   
435,149
     
18.47
     
10.00
     
8.00
 
 
(dollars in thousands)
 
As of December 31, 2014
   
Well
   
Adequately
 
   
Amount
   
Ratio
   
Capitalized*
   
Capitalized*
 
                         
Tier 1 (core) capital
 
$
386,913
     
8.33
%
   
5.00
%
   
4.00
%
Tier 1 risk-based capital
   
386,913
     
16.60
     
6.00
     
4.00
 
Total risk-based capital
   
416,269
     
17.86
     
10.00
     
8.00
 

*Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized

*Regulatory minimum requirements to be considered to be well capitalized and adequately capitalized

The following is a summary of actual capital amounts and ratios as of December 31, 2015 and 2014 for TrustCo on a consolidated basis under the regulatory capital rules to which it is subject:

(dollars in thousands)
 
As of December 31, 2015
 
   
Amount
   
Ratio
 
             
Leverage capital
 
$
417,538
     
8.85
%
Common equity Tier 1 capital
   
417,538
     
17.71
 
Tier 1 risk-based capital
   
417,538
     
17.71
 
Total risk-based capital
   
447,193
     
18.97
 
 
(dollars in thousands)
 
As of December 31, 2014
 
   
Amount
   
Ratio
 
             
Leverage capital
 
$
397,400
     
8.55
%
Tier 1 risk-based capital
   
397,400
     
17.04
 
Total risk-based capital
   
426,770
     
18.30
 
 
88

(15) Accumulated Other Comprehensive Loss

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

    For the year ended 12/31/15  
(dollars in thousands)
 
Balance at
12/31/2014
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
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 cost on pension and postretirement benefit plans, net of tax
   
372
     
-
     
97
     
97
     
469
 
                                         
Accumulated other comprehensive loss, net of tax
   
(4,509
)
   
(218
)
   
(54
)
   
(272
)
   
(4,781
)
 
   
For the year ended 12/31/14
 
(dollars in thousands)
 
Balance at
12/31/2013
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Year
ended 12/31/2014
   
Balance at
12/31/2014
 
                               
                               
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
(18,078
)
   
14,815
     
(430
)
   
14,385
     
(3,693
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
3,843
     
(5,031
)
   
-
     
(5,031
)
   
(1,188
)
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
432
     
-
     
(60
)
   
(60
)
   
372
 
                                         
Accumulated other comprehensive income (loss), net of tax
   
(13,803
)
   
9,784
     
(490
)
   
9,294
     
(4,509
)
 
    For the year ended 12/31/13   
(dollars in thousands)
Balance at
12/31/2012
   
Other
Comprehensive
Income (loss)-
Before
Reclassifications
   
Amount
reclassified
from Accumulated
Other Comprehensive
Income
   
Other
Comprehensive
Income (loss)-
Year
ended 12/31/2013
   
Balance at
12/31/2013
 
                               
                               
Net unrealized holding gain (loss) on securities available for sale, net of tax
 
$
3,755
     
(20,860
)
   
(973
)
   
(21,833
)
   
(18,078
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
   
(2,506
)
   
6,349
     
-
     
6,349
     
3,843
 
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax
   
309
     
-
     
123
     
123
     
432
 
                                         
Accumulated other comprehensive income (loss), net of tax
 
$
1,558
     
(14,511
)
   
(850
)
   
(15,361
)
   
(13,803
)
 
89

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013:
 
(dollars in thousands)
 
Years Ended December 31,
 
Affected Line Item
 
2015
   
2014
   
2013
 
in Financial Statements
Unrealized gains (losses) on securities available for sale
             
                         
Realized gain on securities transactions
 
$
251
     
717
     
1,622
 
Net gain on securities transactions
Income tax expense
   
(100
)
   
(287
)
   
(649
)
Income taxes
Net of tax
   
151
     
430
     
973
   
                               
Amortization of pension and postretirement benefit items
                            
                               
Amortization of net actuarial loss
   
(70
)
   
297
     
(467
)
Salaries and employee benefits
Amortization of prior service credit
   
(90
)
   
(199
)
   
262
 
Salaries and employee benefits
Income tax benefit
   
63
     
(38
)
   
82
 
Income taxes
Net of tax
   
(97
)
   
60
     
(123
)
 
                               
Total reclassifications, net of tax
 
$
54
     
490
     
850
   

(16) Building Held for Sale

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

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

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

 (18) Recent Accounting Pronouncements

In January 2014, the FASB amended existing guidance to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2014. The adoption of this standard did not have a material effect on the Company’s operating results or financial condition, but new disclosures were added.
 
90

Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (is) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In July 2015, FASB deferred the effective date of the ASU by one year which means ASU 2014-09 will be effective for the Company on January 1, 2018. The Company is currently evaluating the potential impact of ASU 2014-09 on its consolidated financial statements.

On January 5, 2016, the FASB issued Accounting Standards Update 2016-01, “ Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ” (the ASU).  Under this ASU, the current GAAP model is changed in the areas of accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.  The ASU will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently in process of evaluating the impact of this ASU on its financial position, and result of operations and cash flows.
 
91

(19) Parent Company Only

The following statements pertain to TrustCo Bank Corp NY (Parent Company):
 
Statements of Income
                 
                   
(dollars in thousands)
  Years Ended December 31,  
Income:
 
2015
   
2014
   
2013
 
                   
Dividends and interest from subsidiaries
 
$
24,501
     
24,499
     
24,491
 
Miscellaneous income
   
-
     
18
     
-
 
Total income
   
24,501
     
24,517
     
24,491
 
Expense:
                       
Operating supplies
   
33
     
50
     
81
 
Professional services
   
577
     
557
     
491
 
Miscellaneous expense
   
664
     
1,350
     
1,042
 
Total expense
   
1,274
     
1,957
     
1,614
 
Income before income taxes and subsidiaries' undistributed earnings
   
23,227
     
22,560
     
22,877
 
Income tax benefit
   
(405
)
   
(663
)
   
(548
)
Income before subsidiaries' undistributed earnings
   
23,632
     
23,223
     
23,425
 
Equity in undistributed earnings of subsidiaries
   
18,606
     
20,970
     
16,387
 
Net income
 
$
42,238
     
44,193
     
39,812
 

Statements of Condition
           
(dollars in thousands)
 
December 31,
 
Assets:
 
2015
   
2014
 
Cash in subsidiary bank
 
$
18,463
     
17,034
 
Investments in subsidiaries
   
401,289
     
382,968
 
Securities available for sale
   
35
     
35
 
Other assets
   
967
     
918
 
Total assets
   
420,754
     
400,955
 
Liabilities and shareholders' equity:
               
Accrued expenses and other liabilities
   
7,444
     
7,511
 
Total liabilities
   
7,444
     
7,511
 
Shareholders' equity
   
413,310
     
393,444
 
Total liabilities and shareholders' equity
 
$
420,754
     
400,955
 
 
92

Statements of Cash Flows
                 
                   
(dollars in thousands)
 
Years Ended December 31,
 
   
2015
   
2014
   
2013
 
Increase/(decrease) in cash and cash equivalents:
                 
Cash flows from operating activities:
                 
Net income
 
$
42,238
     
44,193
     
39,812
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Equity in undistributed earnings of subsidiaries
   
(18,606
)
   
(20,970
)
   
(16,387
)
Stock based compensation expense
   
204
     
325
     
378
 
Net change in other assets and accrued expenses
   
(140
)
   
388
     
277
 
Total adjustments
   
(18,542
)
   
(20,257
)
   
(15,732
)
Net cash provided by operating activities
   
23,696
     
23,936
     
24,080
 
Cash flows from investing activities:
                       
Purchases of securities available for sale
   
-
     
(25
)
   
-
 
Net cash used in investing activities
   
-
     
(25
)
   
-
 
Cash flows from financing activities:
                       
Proceeds from exercise of stock options and related tax benefits
   
147
     
131
     
36
 
Dividends paid
   
(24,937
)
   
(24,839
)
   
(24,711
)
Payments to acquire treasury stock
   
(147
)
   
(282
)
   
-
 
Proceeds from sales of treasury stock
   
2,670
     
2,850
     
2,908
 
                         
Net cash used in financing activities
   
(22,267
)
   
(22,140
)
   
(21,767
)
                         
Net increase in cash and cash equivalents
   
1,429
     
1,771
     
2,313
 
                         
Cash and cash equivalents at beginning of year
   
17,034
     
15,263
     
12,950
 
                         
Cash and cash equivalents at end of year
 
$
18,463
     
17,034
     
15,263
 
 
93

Branch Locations
 
Airmont Office
327 Route 59 East
Airmont, NY
Telephone: (845) 357-2435
 
Altamont Ave. Office
1400 Altamont Ave.
Schenectady, NY
Telephone: (518) 356-1317
 
Altamont Ave. West Office
1900 Altamont Ave.
Rotterdam, NY
Telephone: (518) 355-1900
 
Amsterdam Office
4931 Route 30
Amsterdam, NY
Telephone: (518) 842-5459
 
Ardsley Office
33-35 Center St.
Ardsley, NY
Telephone: (914) 693-3254
 
Ballston Spa Office
235 Church Ave.
Ballston Spa, NY
Telephone: (518) 885-1561
 
Balltown Road Office
1475 Balltown Rd.
Niskayuna, NY
Telephone: (518) 377-2460
 
Brandywine Office
1048 State St.
Schenectady, NY
Telephone: (518) 346-4295
 
Briarcliff Manor Office
75 North State Rd.
Briarcliff Manor, NY
Telephone: (914) 762-7133
 
Bronxville Office
5-7 Park Place
Bronxville, NY
Telephone: (914) 771-4180
Brunswick Office
740 Hoosick Rd.
Troy, NY
Telephone: (518) 272-0213
 
Campbell West Plaza Office
141 West Campbell Rd.
Rotterdam, NY
Telephone: (518) 377-2393
 
Central Ave. Office
40 Central Ave.
Albany, NY
Telephone: (518) 426-7291
 
Chatham Office
193 Hudson Ave.
Chatham, NY
Telephone: (518) 392-0031
 
Clifton Country Road Office
7 Clifton Country Rd.
Clifton Park, NY
Telephone: (518) 371-5002
 
Clifton Park Office
1018 Route 146
Clifton Park, NY
Telephone: (518) 371-8451
 
Cobleskill Office
104 Merchant Pl.
Cobleskill, NY
Telephone: (518) 254-0290
 
Colonie Office
1892 Central Ave.
Albany, NY
Telephone: (518) 456-0041
 
Crestwood Plaza Office
415 Whitehall Rd.
Albany, NY
Telephone: (518) 482-0693
 
Delmar Office
167 Delaware Ave.
Delmar, NY
Telephone: (518) 439-9941
East Greenbush Office
501 Columbia Tpk.
Rensselaer, NY
Telephone: (518) 479-7233
 
Elmsford Office
100 Clearbrook Rd.
Elmsford, NY
Telephone: (914) 345-1808
 
Exit 8/Crescent Rd. Office
1532 Crescent Rd.
Clifton Park, NY
Telephone: (518) 383-0039
 
Exit 11 Office
43 Round Lake Rd.
Ballston Lake, NY
Telephone: (518) 899-1558
 
Fishkill Office
1545 Route 52
Fishkill, NY
Telephone: (845) 896-8260
 
Freemans Bridge Rd. Office
1 Sarnowski Dr.
Glenville, NY
Telephone: (518) 344-7510
 
Glenmont Office
380 Route 9W
Glenmont, NY
Telephone: (518) 449-2128
 
Glens Falls Office
100 Glen St.
Glens Falls, NY
Telephone: (518) 798-8131
 
Greenwich Office
131 Main St.
Greenwich, NY
Telephone: (518) 692-2233
 
Guilderland Office
3900 Carman Rd.
Schenectady, NY
Telephone: (518) 355-4890
 
94

Halfmoon Office
215 Guideboard Rd.
Country Dollar Plaza
Halfmoon, NY
Telephone: (518) 371-0593
 
Hartsdale Office
220 East Hartsdale Ave.
Hartsdale, NY
Telephone: (914) 722-2640
 
Highland Office
3580 Route 9W
Highland, NY
Telephone: (845) 691-7023
 
Hoosick Falls Office
47 Main St.
Hoosick Falls, NY
Telephone: (518) 686-5352
 
Hudson Office
507 Warren St.
Hudson, NY
Telephone: (518) 828-9434
 
Hudson Falls Office
3750 Burgoyne Ave.
Hudson Falls, NY
Telephone: (518) 747-0886
 
Katonah Office
18 Woods Bridge Road
Katonah, NY
Telephone: (914) 666-6230
 
Kingston Office
1220 Ulster Ave.
Kingston, NY
Telephone: (845) 336-5372
 
Lake George Office
2160 Route 9L
Lake George, NY
Telephone: (518) 668-2352
 
Latham Office
1 Johnson Rd.
Latham, NY
Telephone: (518) 785-0761
Loudon Plaza Office
372 Northern Blvd.
Albany, NY
Telephone: (518) 462-6668
 
 
Madison Ave. Office
1084 Madison Ave.
Albany, NY
Telephone: (518) 489-4711
 
Malta 4 Corners Office
2471 Route 9
Malta, NY
Telephone: (518) 899-1056
 
Mamaroneck Office
180-190 East Boston Post Rd.
Mamaroneck, NY
Telephone: (914) 777-3023
 
Mayfair Office
286 Saratoga Rd.
Glenville, NY
Telephone: (518) 399-9121
 
Mechanicville Office
9 Price Chopper Plaza
Mechanicville, NY
Telephone: (518) 664-1059
 
Milton Office
2 Trieble Ave.
Ballston Spa, NY
Telephone: (518) 885-0498
 
Monroe Office
791 Route 17M
Monroe, NY
Telephone: (845) 782-1100
 
Mont Pleasant Office
959 Crane St.
Schenectady, NY
Telephone: (518) 346-1267
 
Mt. Kisco Office
222 East Main St.
Mt. Kisco, NY
Telephone: (914) 666-2362
 
New City Office
20 Squadron Blvd.
New City, NY
Telephone: (845) 634-4571
 
 
New Scotland Office
301 New Scotland Ave.
Albany, NY
Telephone: (518) 438-7838
 
Newton Plaza Office
602 New Loudon Rd.
Latham, NY
Telephone: (518) 786-3687
 
Niskayuna-Woodlawn Office
3461 State St.
Schenectady, NY
Telephone: (518) 377-2264
 
Northern Pines Road Office
649 Maple Ave.
Saratoga Springs, NY
Telephone: (518) 583-2634
 
Nyack Office
21 Route 59
Nyack, NY
Telephone: (845) 353-2035
 
Peekskill Office
20 Welcher Ave.
Peekskill, NY
Telephone: (914) 739-1839
 
Pelham Office
132 Fifth Ave.
Pelham, NY
Telephone: (914) 632-1983
 
Pomona Office
1581 Route 202
Pomona, NY
Telephone: (845) 354-0176
 
Poughkeepsie Office
2656 South Rd.
Poughkeepsie, NY
Telephone: (845) 485-6419
 
95

Queensbury Office
118 Quaker Rd.
Suite 1
Queensbury, NY
Telephone: (518) 798-7226
 
Red Hook Office
4 Morgans Way
Red Hook, NY
Telephone: (845) 752-2224
 
Rotterdam Office
Curry Road Shopping Center
Schenectady, NY
Telephone: (518) 355-8330
 
Route 2 Office
201 Troy-Schenectady Rd.
Latham, NY
Telephone: (518) 785-7155
 
Route 7 Office
1156 Troy-Schenectady Rd.
Latham, NY
Telephone: (518) 785-4744
 
Saratoga  Office
34 Congress St.
Saratoga Springs, NY
Telephone: (518) 587-3520
 
Schaghticoke Office
2 Main St.
Schaghticoke, NY
Telephone: (518) 753-6509
 
Scotia Office
123 Mohawk Ave.
Scotia, NY
Telephone: (518) 372-9416
 
Sheridan Plaza Office
1350 Gerling St.
Schenectady, NY
Telephone: (518) 377-8517
 
Slingerlands Office
1569 New Scotland Rd.
Slingerlands, NY
Telephone: (518) 439-9352
 
South Glens Falls Office
133 Saratoga Rd.
Suite 1
South Glens Falls, NY
Telephone: (518) 793-7668
State Farm Road Office
2050 Western Ave.
Guilderland, NY
Telephone: (518) 452-6913
 
 
State St. Albany Office
112 State St.
Albany, NY
Telephone: (518) 436-9043
 
State St. Schenectady - Main Office
320 State St.
Schenectady, NY
Telephone: (518) 381-3831
 
Stuyvesant Plaza Office
Western Ave. at Fuller Rd.
Albany, NY
Telephone: (518) 489-2616
 
Tanners Main Office
345 Main St.
Catskill, NY
Telephone: (518) 943-2500
 
Tanners West Office
238 West Bridge St.
Catskill, NY
Telephone: (518) 943-5090
 
Troy Office
5th Ave. and State St.
Troy, NY
Telephone: (518) 274-5420
 
Upper Union Street Office
1620 Union St.
Schenectady, NY
Telephone: (518) 374-4056
 
Ushers Road Office
308 Ushers Rd.
Ballston Lake, NY
Telephone: (518) 877-8069
 
Valatie Office
2929 Route 9
Valatie, NY
Telephone: (518) 758-2265
 
Wappingers Falls Office
1490 Route 9
Wappingers Falls, NY
Telephone: (845) 298-9315
 
 
Warrensburg Office
9 Lake George Plaza Rd.
Lake George, NY
Telephone: (518) 623-3707
 
 
West Sand Lake Office
3690 NY Route 43
West Sand Lake, NY
Telephone: (518) 674-3327
 
Wilton Mall Office
Route 50
Saratoga Springs, NY
Telephone: (518) 583-1716
 
Wolf Road Office
34 Wolf Rd.
Albany, NY
Telephone: (518) 458-7761
 
Wynantskill Office
134-136 Main St.
Wynantskill, NY
Telephone: (518) 286-2674
 
Florida
 
Alafaya Woods Office
1500 Alafaya Trl.
Oviedo, FL
Telephone: (407) 359-5991
 
Aloma Office
4070 Aloma Ave.
Winter Park, FL
Telephone: (407) 677-1969
 
Apollo Beach Office
205 Apollo Beach Blvd.
Apollo Beach, FL
Telephone: (813) 649-0460
 
Apopka Office
1134 North Rock Springs Rd.
Apopka, FL
Telephone: (407) 464-7373
 
Avalon Park Office
3662 Avalon Park East Blvd.
Orlando, FL
Telephone: (407) 380-2264
 
Bay Hill Office
6084 Apopka Vineland Road
Orlando, FL
Telephone: (321) 251-1859
96

BeeLine Center Office
10249 South John Young Pkwy.
Suite 101
Orlando, FL
Telephone: (407) 240-0945
 
Beneva Village Office
5950 South Beneva Road
Sarasota, FL
Telephone: (941) 923-8269
 
Bradenton Office
5858 Cortez Rd. West
Bradenton, FL
Telephone: (941) 792-2604
 
Colonial Drive Office
4301 East Colonial Dr.
Orlando, FL
Telephone: (407) 895-6393
 
Curry Ford Road Office
3020 Lamberton Blvd.
Suite 116
Orlando, FL
Telephone: (407) 277-9663
 
Curry Ford West Office
2838 Curry Ford Rd.
Orlando, FL
Telephone: (407) 893-9878
 
Davenport Office
2300 Deer Creek Commons Ln.
Suite 600
Davenport, FL
Telephone: (863) 424-9493
 
Dean Road Office
3920 Dean Rd.
Orlando, FL
Telephone: (407) 657-8001
 
Downtown Orlando Office
415 East Pine St.
Orlando, FL
Telephone: (407) 422-7129
 
East Colonial Office
12901 East Colonial Dr.
Orlando, FL
Telephone: (407) 275-3075
Englewood Office
2930 South McCall Rd.
Englewood, FL
Telephone: (941) 460-0601
 
 
Gateway Commons Office
1525 East Osceola Pkwy.
Suite 120
Kissimmee, FL
Telephone: (407) 932-0398
 
Goldenrod Office
7803 East Colonial Rd.
Suite 107
Orlando, FL
Telephone: (407) 207-3773
 
Juno Beach Office
14051 US Highway 1
Juno Beach, FL
Telephone: (561) 630-4521
 
Lady Lake Office
873 North US Highway 27/441
Lady Lake, FL
Telephone: (352) 205-8893
 
Lake Brantley Office
909 North SR 434
Altamonte Springs, FL
Telephone: (407) 339-3396
 
Lake Mary Office
350 West Lake Mary Blvd.
Sanford, FL
Telephone: (407) 330-7106
 
Lake Nona Office
9360 Narcoossee Rd.
Orlando, FL
(407) 801-7330
 
Lake Square Office
10105 Route 441
Leesburg, FL
Telephone: (352) 323-8147
 
Lee Road Office
1084 Lee Rd.
Suite 11
Orlando, FL
Telephone: (407) 532-5211
Lee Vista Office
8288 Lee Vista Blvd.
Suite E
Orlando, FL
Telephone: (321) 235-5583
 
Leesburg Office
1330 Citizens Blvd.
Suite 101
Leesburg, FL
Telephone: (352) 365-1305
 
Maitland Office
9400 US Route 17/92
Suite 101
Maitland, FL
Telephone: (407) 332-6071
 
Melbourne Office
2481 Croton Rd.
Melbourne, FL
Telephone: (321) 752 0446
 
Metro West Office
2619 S. Hiawasee Rd.
Orlando, FL
Telephone: (407) 293-1580
 
North Clermont Office
12302 Roper Blvd.
Clermont, FL
Telephone: (352) 243-2563
 
Orange City Office
902 Saxon Blvd.
Suite 101
Orange City, FL
Telephone: (386) 775-1392
 
Ormond Beach Office
115 North Nova Rd.
Ormond Beach, FL
Telephone: (386) 256-3813
 
Osprey Office
1300 South Tamiami Trl.
Osprey, FL
Telephone: (941) 918-9380
 
Oviedo Office
1875 West County Rd. 419
Suite 600
Oviedo, FL
Telephone: (407) 365-1145
 
97

 
Pleasant Hill Commons Office
3307 South Orange Blossom Trl.
Kissimmee, FL
Telephone: (407) 846-8866
 
Port Orange Office
3751 Clyde Morris Blvd.
Port Orange, FL
Telephone: (386) 322-3730
 
Rinehart Road Office
1185 Rinehart Rd.
Sanford, FL
Telephone: (407) 268-3720
 
Sarasota Office
2704 Bee Ridge Rd.
Sarasota, FL
Telephone: (941) 929-9451
 
South Clermont Office
16908 High Grove Blvd.
Clermont, FL
Telephone: (352) 243-9511
 
Stuart Office
951 SE Federal Highway
Stuart, FL
Telephone: (772) 286-4757
 
Sun City Center
4441 Sun City Center
Sun City Center, FL
Telephone: (813) 633-1468
 
Sweetwater Office
671 North Hunt Club Rd.
Longwood, FL
Telephone: (407) 774-1347
Tuskawilla Road Office
1295 Tuskawilla Rd.
Suite 10
Winter Springs, FL
Telephone: (407) 695-5558
 
Venice Office
2057 South Tamiami Trl.
Venice, FL
Telephone: (941) 496-9100
 
Westwood Plaza Office
4942 West State Route 46
Suite 1050
Sanford, FL
Telephone: (407) 321-4925
 
Windermere Office
2899 Maguire Rd.
Windermere, FL
Telephone: (407) 654-0498
 
Winter Garden Office
16118 Marsh Rd.
Winter Garden, FL
Telephone: (407) 654-4609
 
Winter Haven Office
7476 Cypress Gardens Blvd. Southeast
Winter Haven, FL
Telephone: (863) 326-1918
 
Winter Springs Office
851 East State Route 434
Winter Springs, FL
Telephone: (407) 327-6064
Massachusetts
 
Allendale Office
5 Cheshire Rd.
Suite 18
Pittsfield, MA
Telephone: (413) 236-8400
 
Great Barrington Office
326 Stockbridge Rd.
Great Barrington, MA
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
 
New Jersey
 
Northvale Office
220 Livingston St.
Northvale, NJ
Telephone: (201) 750-1501
 
Ramsey Office
385 North Franklin Tpk.
Ramsey, NJ
Telephone: (201) 934-1429
 
Vermont
 
Bennington Office
215 North St.
Bennington, VT
Telephone: (802) 447-4952
 
98

OFFICERS
BOARD OF DIRECTORS
   
PRESIDENT AND
Dennis A. De Gennaro , President
CHIEF EXECUTIVE OFFICER
Camelot Associates Corporation
Robert J. McCormick
Commercial and Residential Construction
 
Chairman, TrustCo Bank Corp NY
EXECUTIVE VICE PRESIDENT AND
 
CHIEF OPERATING OFFICER
Brian C. Flynn , CPA
Robert T. Cushing
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
 
SECRETARY
Anthony J. Marinello , M.D., Ph.D.
Robert M. Leonard
Physician
   
SENIOR VICE PRESIDENT AND
Robert A. McCormick
TREASURER
Retired Chairman
Eric W. Schreck
TrustCo Bank Corp NY
   
SENIOR VICE PRESIDENT AND
Robert J. McCormick ,
CHIEF FINANCIAL OFFICER
President and Chief Executive Officer
Michael M. Ozimek
TrustCo Bank Corp NY
   
ASSISTANT SECRETARIES
William D. Powers , Partner
Sharon J. Parvis
Powers & Co., LLC
Thomas M. Poitras
Consulting
   
Directors of TrustCo Bank Corp NY
William J. Purdy , President
are also Directors of Trustco Bank
Welbourne & Purdy Realty, Inc.
 
Real Estate

HONORARY DIRECTORS
   
     
Lionel O. Barthold
James H. Murphy, D.D.S.
Edwin O. Salisbury
Nancy A. McNamara
Richard J. Murray, Jr.
William F. Terry
John S. Morris, Ph.D.
Anthony M. Salerno
 
 
99

Trustco Bank Officers
   
     
PRESIDENT AND CHIEF
BRANCH ADMINISTRATION (cont.)
FINANCIAL SERVICES (cont.)
EXECUTIVE OFFICER
Regional Administrators
Assistant Vice President
Robert J. McCormick
Amy E. Anderson
Richard W. Provost
 
Takla A. Awad
Officers
EXECUTIVE VICE PRESIDENT
Clint M. Mallard
Michael D. Bates
AND CHIEF OPERATING OFFICER
Paul D. Matthews
John W. Bresonis
Robert T. Cushing
Gloryvel Morales
William Heslin
 
Zachary B. Ogden
 
EXECUTIVE VICE PRESIDENT
Assistant Vice Presidents
GENERAL SERVICES
Robert M. Leonard
Carly K. Batista
Officer
 
Ajay D. Murthy
Joseph N. Marley
EXECUTIVE VICE PRESIDENT
Officers
 
AND CHIEF BANKING OFFICER
Mark J. Cooper
INFORMATION TECHNOLOGY
Scot R. Salvador
Jocelyn E. Vizcara
Chief Technology Officer
   
Volney R. LaRowe
ACCOUNTING/FINANCE
COLLECTIONS/ OPERATIONS
 
Senior Vice President and
Senior Vice President
LENDING
Chief Financial Officer
Kevin M. Curley
Administrative Vice President
Michael M. Ozimek
Vice President
Michael J. Lofrumento
Vice Presidents
Michael V. Pitnell
Vice Presidents
Harry A. Kabalian
Officer
Patrick M. Canavan
Daniel R. Saullo
Stacy L. Marble
John R. George
Interest Rate Risk Vice President
 
Officers
Kevin T. Timmons
COMPLIANCE/ RISK/ BSA
Daniel A. Centi
Assistant Vice President
Administrative Vice President
Suzanne E. Breen
Christopher A. Halstead
Michael J. Ewell
James M. Poole
Officers
Vice Presidents
 
Elizabeth A. Bennett
Michael J. Hall, Esq.
MARKETING
Lynn M. Hallenbeck
Michelle L. Simmonds
Officer
 
Assistant Vice Presidents
Adam E. Roselan
AUDIT
Jennifer L. Meadows
 
Deputy Auditor
Lara Ann Gough
PERSONNEL
Kenneth E. Hughes, Jr.
Officers
Vice President
Officer
Linda M. Bow
Mary-Jean Riley
Jasmine K. Silver
James A.P. McCarthy, Esq.
 
   
QUALITY CONTROL/
BRANCH ADMINISTRATION
FINANCIAL SERVICES
TRAINING
Senior Vice President and
Administrative Vice President
Vice President
Florida Regional President
Patrick J. LaPorta, Esq.
Sharon J. Parvis
Eric W. Schreck
Vice President
Officer
 
Thomas M. Poitras
Joseph M. Rice
 
100

General Information

ANNUAL MEETING
CORPORATE HEADQUARTERS
Thursday, May 19, 2016
5 Sarnowski Drive
4:00 PM
Glenville, NY 12302
Mallozzi’s Restaurant
(518) 377-3311
1930 Curry Road
 
Schenectady, NY 12303
 

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, 2015 upon written request. Requests and related inquiries should be directed to Kevin T. Timmons, Vice President, TrustCo Bank Corp NY, P.O. Box 380, Schenectady, New York 12301-0380.

CODE OF CONDUCT
TrustCo Bank Corp NY will provide, without charge, a copy of its Code of Conduct upon written request. Requests and related inquiries should be directed to Robert M. Leonard, Executive Vice President-Personnel, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.

NASDAQ SYMBOL: TRST
The Corporation’s common stock trades on The Nasdaq Stock Market under the symbol TRST. There were approximately 12,447 shareholders of record of TrustCo common stock as of February 10, 2016.

SUBSIDIARIES:
Trustco Bank
ORE Subsidiary Corporation
Glenville, New York
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
 
 
TRANSFER AGENT
Computershare
P.O Box 30170
College Station, TX 77842-3170
Toll Free: 1-800-368-5948

Trustco Bank ® is a registered service mark with the U.S. Patent & Trademark Office.
 
101

Share Price Information

The following graph shows changes over a five-year period in the value of $100 invested in: (1) TrustCo’s common stock; (2) Russell 2000 and (3) the SNL Bank and Thrift Index, an industry group compiled by SNL Financial LC, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in SNL’s coverage universe. The index included 425 companies as of February 11, 2016. A list of the component companies can be obtained by contacting TrustCo.

 
         
Period Ending
       
Index
 
12/31/10
   
12/31/11
   
12/31/12
   
12/31/13
   
12/31/14
   
12/31/15
 
TrustCo Bank Corp NY
   
100.00
     
92.90
     
91.83
     
130.56
     
137.21
     
120.89
 
Russell 2000
   
100.00
     
95.82
     
111.49
     
154.78
     
162.35
     
155.18
 
SNL Bank and Thrift
   
100.00
     
77.76
     
104.42
     
142.97
     
159.60
     
162.83
 
 
 
102


Exhibit 21

SUBSIDIARIES OF TRUSTCO BANK CORP NY

Trustco Bank
Federally chartered savings bank
   
ORE Subsidiary Corp.
New York corporation
   
Trustco Realty Corp.
New York corporation (Subsidiary of Trustco Bank)
   
Trustco Insurance Agency, Inc.
New York corporation (Subsidiary of Trustco Bank)
   
ORE Property, Inc.
New York corporation (Subsidiary of Trustco Bank)
   
ORE Property One, Inc.
Florida corporation (Subsidiary of ORE Property, Inc.)
   
ORE Property Two, Inc.
Florida corporation (Subsidiary of ORE Property, Inc.)

Each subsidiary does business under its own name. The activities of each are described in Part I, Item 1 of Form 10-K.
 
 


Exhibit 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors
TrustCo Bank Corp NY

We consent to incorporation by reference in the Registration Statements, Form S-8 (No. 33-60409), Form S-8 (No. 333-78811), Form S-8 (No. 333-115689), Form S-8 (No. 33-60409), Form S-8 (No. 333-78811), Form S-8 (No. 333-115689), Form S-8 (No. 333-115674), Form S-8 (No. 333-175868), Form S-8 (No. 333-175867), Form S-8 (No. 333-206685), Form S-3 (No. 333-194923), and Form S-3 (No. 333-196127) of TrustCo Bank Corp NY (the “Company”) of our report dated March 4, 2016, with respect to the consolidated financial statements of TrustCo Bank Corp NY and the effectiveness of internal control over financial reporting which report is incorporated by reference in the Annual Report on Form 10-K of TrustCo Bank Corp NY for the year ended December 31, 2015.

 
/s/  Crowe Horwath LLP
   
New York, New York
 
March 4, 2016
 
 
 


Exhibit 24
 
Power of Attorney
 
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director of TrustCo Bank Corp NY, a New York corporation (the “Company”), hereby constitutes and appoints Michael M. Ozimek and Robert M. Leonard, and each of them, his or her true and lawful attorney-in-fact and agent, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign the Annual Reports on Form 10-K for the year ended December 31, 2015, and any amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand on this 19 th day of January, 2016.
 
/s/ Robert A. McCormick
 
/s/ Robert J. McCormick
 
Robert A. McCormick
 
Robert J. McCormick
 
       
/s/ Thomas O. Maggs
 
/s/ William D. Powers
 
Thomas O. Maggs
 
William D. Powers
 
       
/s/ Dr. Anthony J. Marinello
 
/s/ William J. Purdy
 
Dr. Anthony J. Marinello
 
William J. Purdy
 
       
/s/ Dennis A. De Gennaro
   
Dennis A. De Gennaro
   
 
 


Exhibit 31(i)(a)
 
Certification
 
I, Robert J. McCormick , certify that:
 
1. I have reviewed this Annual Report on Form 10-K of TrustCo Bank Corp NY (the “registrant”);
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 4, 2016

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


Exhibit 31(i)(b)
 
Certification
 
I, Michael M. Ozimek , certify that:
 
1. I have reviewed this Annual Report on Form 10-K of TrustCo Bank Corp NY (the “registrant”);
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: March 4, 2016

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


Exhibit 32
 
Section 1350 Certifications
 
In connection with the Annual Report of TrustCo Bank Corp NY (the “Company”) on Form 10-K for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that :
 
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 
/s/ Robert J. McCormick
 
Robert J. McCormick
 
President and Chief Executive Officer
   
 
/s/ Michael M. Ozimek
 
Michael M. Ozimek
 
Senior Vice President and Chief Financial Officer
 
March 4, 2016