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, 2023
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
 Trading Symbol(s)
Name of exchange on which registered)
Common Stock, $1.00 par value
TRST
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes.☒ No.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐
Accelerated Filer ☒
Non-Accelerated Filer ☐
Smaller reporting company ☐
     
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those errors corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes. ☐ No. ☒

The aggregate market value of the common stock held by non-affiliates as of June 30, 2023, the last business day of the Company’s second quarter, was $527 million (based upon the closing price of $28.61 on June 30, 2023 as reported on the Nasdaq Global Select Market).

The number of shares outstanding of the registrant’s common stock as of February 29, 2024 was 19,024,433.

Documents Incorporated by Reference: Portions of the registrant’s Annual Report to Shareholders for the year ended December 31, 2023 are incorporated by reference into Parts I and II of this report, and portions of the registrant’s Proxy Statement filed for its 2024 Annual Meeting of Shareholders to be filed within 120 days of the registrant’s fiscal year end are incorporated into Part III of this report to the extent described herein.


INDEX

Description
  
Page
       
    Cautionary Note Regarding Forward-Looking Statements
 3
PART I
    
 
Item 1
 3
 
Item 1A
 20
 
Item 1B
 33
 
Item 1C
 33
 
Item 2
 34
 
Item 3
 34
 
Item 4
 34
       
PART II
    
 
Item 5
36
 
Item 6
 37
 
Item 7
 37
 
Item 7A
 37
 
Item 8
 37
 
Item 9
 37
 
Item 9A
 37
 
Item 9B
 38
 
Item 9C
 38
PART III
    
 
Item 10
 38
 
Item 11
 38
 
Item 12
 38
 
Item 13
 39
 
Item 14
 39
       
PART IV
    
 
Item 15
 39
 
Item 16
 44
    40
       
    45

2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Statements included in this Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”) and in future filings by TrustCo with the Securities and Exchange Commission (“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 such as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The risk factors listed in Item 1A, Risk Factors of this 2023 Form 10-K and TrustCo’s 2022 Annual Report to Shareholders, which is included as Exhibit 13 hereto, and in TrustCo’s other filings with the SEC, 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. Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be heightened by volatility in financial markets and macroeconomic or geopolitical concerns related to inflation, elevated interest rates and ongoing armed conflicts (including the Russia/Ukraine conflict and the conflict in Israel and surrounding areas).
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 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.

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 Trustco Bank New York and, later, 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 750 full-time equivalent employees of TrustCo at year-end. TrustCo had 7,358 shareholders of record as of December 31, 2023 and the closing price of the TrustCo common stock on December 29, 2023 (the last trading day of 2023) was $31.05.
 
Subsidiaries
 
Trustco Bank
 
Trustco Bank is a federal savings bank engaged in providing general banking services to individuals and business. At year-end 2023, the Bank operated 156 automatic teller machines and 140 banking offices in Albany, Columbia, Dutchess, Greene, Montgomery, Orange, Putnam, Rensselaer, Rockland, Saratoga, Schenectady, Schoharie, Ulster, Warren, Washington, and Westchester counties of New York, Brevard, Charlotte, Flagler, Hillsborough, Indian River, 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.  Trustco Bank also lends in Essex and Fulton counties of New York, Essex, Hudson, Morris, and Passaic counties of New Jersey, Collier, Lee, Marion, Pasco, Pinellas, St. Johns, St. Lucie, and Sumter counties of Florida, where it has no branch locations.

3
The Bank provides a wide range of both personal and business banking services, including a full array of deposit products for both individuals and businesses.  Trustco Bank also offers trust and investment services through its Financial Services Department.  The Bank is supervised and regulated by the federal Office of the Comptroller of the Currency (“OCC”). 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 2023 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 2023 and 2022.
 
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 $967 million as of December 31, 2023.
 
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. Competition for loans has increased as interest rates have remained elevated and housing inventory has tightened in many of the Bank’s market areas. 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 also 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. Technological advances, for example, have lowered barriers to entry, allowed banks and other financial services companies to expand their geographic reach by providing services over the internet, and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. 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.  Furthermore, management believes that a community-based financial organization is better positioned to establish personalized financial relationships with both commercial customers and individual households. The Company’s community commitment and involvement in its primary market areas, as well as its commitment to quality and personalized financial services, are factors that contribute to the Company’s competitiveness.

4
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 and OCC regulations, 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 also is 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 those applicable to the Bank is not intended to be a complete description of those laws and regulations or their effects on the Company and the Bank. The summary is qualified in its entirety by reference to the particular statutory and regulatory provisions described.  Changes in applicable law or regulation, and in their interpretation and application by regulatory agencies and other governmental authorities, cannot be predicted, but may have a material effect on our business, financial condition or results of operations.
 
Key Legislation
 
Economic Growth, Regulatory Relief and Consumer Protection Act
 
In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Regulatory Relief Act"), was enacted to modify or remove certain financial reform rules and regulations.  The Regulatory Relief Act amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these changes resulted in meaningful regulatory changes for community banks such as the Bank, and their holding companies.

The Regulatory Relief Act also expanded the definition of qualified mortgages that may be held by a financial institution and simplified the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single "Community Bank Leverage Ratio" of 9 percent. Any qualifying depository institution or its holding company that exceeds the "community bank leverage ratio" will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the ratio will be considered to be "well capitalized" under the prompt corrective action rules. In addition, the Regulatory Relief Act included regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans.  The new rule was effective as of January 1, 2020.  Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it has decided it would not opt-in to the framework.

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, including continued compliance with minimum regulatory capital requirements, and the receipt of regulatory approval (or non-objection) from the Bank’s and the Company’s regulators.

5
OCC regulations impose limitations upon all capital distributions by the Bank, including cash dividends. Under the regulations, an application to and the 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 of the capital distribution to the OCC and the Federal Reserve Board if, like the Bank, the institution is a subsidiary of a savings and loan holding company. The OCC may not approve a dividend if the institution 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 statute, regulation, or agreement between the bank and a regulator or a condition imposed in a previously approved application or notice.
 
As noted above, 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 may deny a dividend notice if following the dividend, the savings  association will be less than adequately capitalized, the proposed dividend raises safety and soundness concerns, or the proposed dividend violates a prohibition contained in any statute, regulation, enforcement action, or agreement between the association or holding company and an appropriate federal banking agency, a condition imposed on the 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 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, 2023 for information concerning the Bank’s regulatory capital requirements.
 
Regulatory Capital Requirements and Prompt Corrective Action.
 
Regulatory Capital Rules. The Company and the Bank are subject to regulatory capital requirements contained in rules published by the Federal Reserve Board, OCC, and FDIC that establish a comprehensive capital framework for all U.S. banking organizations, including the Company and the Bank.
 
The capital rules, among other things, provide a “Common Equity Tier 1” (“CET1”) capital measure, Tier 1 capital and total capital to risk-weighted assets ratios and a Tier 1 capital to average consolidated assets (or “leverage”) ratio. CET1 capital is generally defined as common stock instruments that meet eligibility criteria in the final capital rule (principally, 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 CET1 capital plus “additional Tier 1 capital,” which generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock, and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). The Company has made this opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

6
Under the capital rules, the minimum capital ratios 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
 

 •
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “leverage ratio”).
 
At December 31, 2023, the Bank had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.43%, CET1 capital ratio (CET1 capital to risk-weighted assets) of  a 18.28%, Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.28%, and a total capital ratio (total capital to risk-weighted assets) of 19.53%.  Also at December 31, 2023, the Company had a Tier 1 leverage ratio (Tier 1 capital to total average consolidated assets) of 10.78%, CET1 capital ratio (CET1 capital to risk-weighted assets) of 18.90%, a Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 18.90% and a total capital ratio (total capital to risk-weighted assets) of 20.15%.
 
In order to avoid constraints on dividends, equity repurchases and certain compensation, the capital rules require the Company’s and the Bank’s capital to exceed the regulatory standards plus a capital conservation buffer. To meet the requirement, 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, (i) CET1 to risk-weighted assets of more than 7.0%, (ii) Tier 1 capital to risk-weighted assets of more than 8.5%, and (iii) total capital (Tier 1 plus Tier 2) to risk-weighted assets of more than 10.5%.
 
The OCC has the ability to establish an individual minimum capital requirement for a particular institution, which would vary 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 capital rules contain standards for the calculation of risk-weighted assets.  The exposure amount for on-balance
sheet assets is generally the carrying value of the exposure as determined under GAAP.  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,” including loan-to-value ratios,
 

 •
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 if the bank does not hold the first lien, are assigned a 100% risk weight.
 
If a banking organization has elected to opt out of the AOCI 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. Exposures to debt directly and unconditionally guaranteed by the U.S. federal government and its agencies 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. A GSE is defined 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.
 
In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card and home equity lines of credit) and provide a new standardized approach for operational risk capital. Under the Basel framework, these standards generally became effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028.

7
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. 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%. 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. 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.
 
At December 31, 2023 and 2022, each of TrustCo and Trustco Bank met all capital adequacy requirements to which it was subject under the OCC and Federal Reserve Board regulations.  As of December 31, 2023, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.
 
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.

8
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 financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Federal Reserve Board, and the Federal Reserve Board 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 Federal Reserve’s long-standing “source of strength” doctrine 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 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.
 
Securities Regulation and Corporate Governance
 
The Company’s common stock is registered with the SEC under Section 12(b) of the Exchange Act, 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.
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) significantly changed the regulation of financial institutions, such as community banks, thrifts, and small bank and thrift holding companies, and the financial services industry. Among other things, the Dodd-Frank Act abolished the Office of Thrift Supervision and transferred its functions to the other federal banking agencies, relaxed rules regarding interstate branching, allowed financial institutions to pay interest on business checking accounts, and imposed new capital requirements on bank and thrift holding companies. The Dodd-Frank Act has affected our business in substantial ways, including by causing us to incur higher operating costs to comply with the Dodd-Frank Act. Certain provisions of the Dodd-Frank Act have yet to be fully implemented and may be impacted by future legislation, rulemaking or executive orders. Our management continues to monitor the ongoing implementation of the Dodd-Frank Act and as new regulations are issued, will assess their effect on our business, financial condition and results of operations.
 
The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Company has policies, procedures and systems designed to comply with these regulations, and it reviews and documents such policies, procedures and systems to ensure continued compliance with these regulations.
 
Although the Company has and will continue to incur additional expense in complying with the corporate governance provisions of federal law 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.

9
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 three categories based on their composite examination ratings, with higher-rated, less risky institutions paying lower assessments. A range of initial base assessment rates applies to each category, adjusted downward based on unsecured debt issued by the institution to produce total base assessment rates. Total base assessment rates currently range from 2.5 to 18 basis points for banks in the least risky category to 13 to 32 basis points for banks in the most risky category, all subject to further adjustment upward if the institution holds more than a limited amount of unsecured debt issued by another FDIC-insured institution.
 
The FDIC has the authority to raise or lower assessment rates, subject to limits, and to impose special additional assessments. The Dodd-Frank Act 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. In September 2020, the FDIC announced that the ratio declined to 1.30% due largely
to consequences of the COVID-19 pandemic and adopted a plan to restore the fund to the 1.35% ratio (the “Restoration Plan”) within eight years but did not change its assessment rate schedule.  The Restoration Plan requires the FDIC to update its analysis and projections for the fund balance and reserve ratio at least semiannually and, if necessary, recommend any modifications, such as increasing assessment rates. In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35 percent by September 30, 2028, the statutory deadline to restore the reserve ratio. Based on this update, the FDIC Board approved an amended Restoration Plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by 2 basis points, applicable to all insured depository institutions. In October 2022, the FDIC Board finalized the increase with an effective date of January, 1, 2023, applicable to the first quarterly assessment period of 2023 (i.e., January 1 through March 31, 2023).

FDIC deposit insurance expense totaled $2.9 million in 2023 and $1.8 million in both 2022 and 2021. FDIC deposit insurance expense includes deposit insurance assessments and, until 2019, 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 final FICO assessment was collected in 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.
 
On November 16, 2023, the FDIC approved a final rule to implement a special assessment on certain banking organizations with financial institution subsidiaries with more than $5 billion in assets, in order to recover the costs associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in March 2023. The special assessment will be collected beginning with the first quarterly assessment period of 2024 at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly periods and is subject to periodic adjustments. The assessment base is equal to uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion. Because the Bank's uninsured deposits at the measurement date were below $5 billion, the Company will not be subject to this special assessment.

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.

Other Regulation
 
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, 2023 totaled approximately 649 thousand.

10
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. In December 2021, the OCC issued a final rule rescinding its June 2020 Community Reinvestment Act Rule and replacing it with the rules that were jointly adopted by the federal bank regulatory agencies. This action is intended to facilitate the ongoing interagency work to modernize the CRA regulatory framework and promote consistency for all insured depository institutions. The final rule became effective on January 1, 2022. On October 24, 2023, the federal banking agencies, including the OCC, issued a final rule designed to strengthen and modernize the regulations implementing the CRA. The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type. Under the revised framework, banks with assets of at least $2 billion are considered large banks and will have their retail lending, retail services and products, community development financing, and community development services subject to periodic evaluation. Depending on a large bank's geographic concentrations of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit-taking facilities. The rule becomes effective April 1, 2024. Most provisions of the final rule will apply beginning January 1, 2026, and the remaining provisions will apply beginning January 1, 2027. The Company is evaluating the impact of the final rule.

Commercial Real Estate Lending Concentrations. The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance directs the FDIC and other federal bank regulatory agencies to focus their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk:


 •
Total reported loans for construction, land development and other land represent 100% or more of the bank’s capital; or

•
Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank’s total capital or the outstanding balance of the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months.

In addition, on June 29, 2023, in response to the increased risk relating to commercial real estate loans, the federal banking agencies issued a final Interagency Policy Statement on prudent Commercial Real Estate Loan Accommodations and Workouts. The new policy statement updates, expands on and supersedes existing guidance from 2009. Most notably, it (i) adds a new discussion of short-term loan accommodations, (ii) expands guidance regarding the evaluation and assessment of guarantors to also encompass loan sponsors, (iii) incorporates information about changes to accounting principles since 2009, and (iv) updates and expands the illustrative examples of commercial real estate loan workouts. Furthermore, on December 18, 2023, the FDIC issued an advisory on Managing Commercial Real Estate Concentrations in a Challenging Economic Environment, which conveys certain key risk management practices for FDIC-supervised institutions to consider in managing commercial real estate loan concentrations in the current economic environment.

11
Although the Bank has a material amount of commercial real estate loans, it remains significantly below these thresholds.  The guidance provides that the strength of an institution’s lending and risk management practices with respect to such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy.

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.
 
These are significant consequences for failing the QTL Test, including activities limitations and branching restrictions. In addition, an institution that fails the QTL test would be prohibited from paying dividends, except under circumstances that are permissible for a national bank, that are necessary to meet the obligations of the institution’s holding company, and that 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 Affiliates and Other 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 Board’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.

12
The definition of “covered transactions” as used in Section 23A includes 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 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.
 
Certain non-credit transactions between an insured depository institution and its insiders, such as asset purchase and sales, are prohibited 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.
 
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.  The Bank is subject to periodic examinations by the OCC regarding these and related matters. During these examinations, the examiners may require the Bank to increase its allowance for loan losses, change the classification of loans, and/or recognize additional charge-offs based on their judgments, which can impact our capital and earnings.
 
Enforcement. The Federal Reserve Board 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.

13
The federal Consumer Financial Protection Bureau (“CFPB”) has adopted rules related to mortgage loan origination and mortgage loan servicing. In particular, the CFPB has issued a 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.
 
Volcker Rule. The Dodd-Frank Act required the federal financial regulatory agencies to adopt rules that prohibit certain banks and their affiliates from engaging in proprietary trading and investing in certain covered funds. The statutory provision is commonly called the “Volcker Rule,” and is not applicable to depository institutions and their holding companies whose total assets do not exceed $10 billion.  As of December 31, 2023, the Company’s total assets on a consolidated basis did not exceed $10 billion.
 
Office of Foreign Assets and Control Regulation. The U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. The Company is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.
 
Bank Secrecy Act/Anti-Money Laundering and Customer Identification. The Bank is subject to the Bank Secrecy Act (“BSA”) and other 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 are also required to respond to requests for information from federal banking regulatory agencies and law enforcement agencies concerning their customers and their transactions. 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.  The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the Bank Secrecy Act of 1970, was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-and-investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower incentives and protections. Violations of these laws and regulations can result in substantial civil and criminal sanctions.

Consumer Privacy and Cybersecurity. Federal regulations generally require that the Company disclose its privacy policy and practices concerning its sharing of “non-public personal information,” to individual customers at the time of establishing the customer relationship and annually thereafter. In addition, the Company is required to provide its customers with the ability to “opt-out” of having their personal information shared with unaffiliated third parties in certain circumstances.
 
State privacy laws currently in effect and laws taking effect in the near future impact how companies can process other categories of personal information. These laws require substantial disclosures to consumers about personal information collection, use and sharing practices, while also allowing consumers the right to access, delete, correct, or move their data.

14
In addition, federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third party service providers. For example, federal banking regulators have highlighted that financial institutions should establish several lines of defense and design their risk management processes to address the risk posed by compromised customer credentials. Further, financial institutions are expected to maintain sufficient business continuity planning processes designed to facilitate a recovery, resumption and maintenance of the institution’s operations after a cyber-attack.
 
In November 2021, the federal banking agencies adopted new rules requiring banking organizations to notify their primary regulator within 36 hours of becoming aware of a “computer-security incident” that rises to the level of a “notification incident.” A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. Bank service providers are also required to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for four or more hours. Compliance with the new rules was required by May 1, 2022.

Further, on July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents on Form 8-K and detailed information regarding their cybersecurity risk management and governance on an annual basis on Form 10-K. Companies will be required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. The Form 8-K must describe the incident’s material impact or reasonably likely material impact on the company, including its financial condition and results of operations. If any required information about the incident or its impact is not yet determined or is unavailable at the required time of the filing, the company must include a statement to this effect in the Form 8- K and file an amendment to the Form 8-K when that information becomes available. A company must make its materiality determination after it has discovered a cybersecurity incident “without unreasonable delay.” In addition to incident reporting, the new rules will require companies to describe their cybersecurity processes and governance.
Companies were required to begin filing the new Form 8-K disclosure on December 18, 2023. Companies must provide disclosures about cybersecurity risk management and governance beginning with their Form 10-K for fiscal years ending on or after December 15, 2023.

Identity Theft Protection. The Fair Credit Reporting Act’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program. This program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity.

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 11 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 FHLBs also provide access to a line of credit and letters of credit in accordance with policies and procedures established by the Board of Directors of FHLB. The loans, lines of credit and letters of credit are subject to the oversight of the Federal Housing Finance Agency. At December 31, 2023, the Bank had no FHLB advances and an available borrowing capacity with the FHLB which approximates the balance of securities and/or loans pledged against such borrowings.  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, 2023 and 2022, the Bank owned $6.2 million and $5.8 million, respectively, in FHLB of New York stock, which was in compliance with its obligations.

15
Mergers and Acquisitions. The Bank Holding Company Act of 1956, the Bank Merger Act, the Change in Bank Control Act and other federal and state statutes regulate acquisitions of interests in commercial banks. The BHC Act requires the prior approval of the FRB for the direct or indirect acquisition by a bank holding company of more than 5.0% of the voting shares of a commercial bank or its parent holding company and for a person, other than a bank holding company, to acquire 25% or more of any class of voting securities of a bank or bank holding company. Under the Bank Merger Act, the prior approval of the appropriate bank regulatory agencies is required for a member bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the CRA and fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.
 
Compensation Practices. Our compensation practices are subject to oversight by the FRB and the OCC. Applicable regulatory guidance on incentive compensation seek to ensure that the incentive compensation practices of banking organizations do not encourage excessive risk-taking and undermine the safety and soundness of those organizations. The guidance provides that supervisory findings with respect to incentive compensation will be incorporated, as appropriate, into the organization’s supervisory ratings. To be consistent with safety and soundness, incentive compensation arrangements at a banking organization should comply with the following principles:
 

 •
Provide employees incentives that appropriately balance risk and reward;
 

 •
Be compatible with effective controls and risk management; and
 

 •
Be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
 
The board maintains a Compensation Committee made up of independent directors which exercises full oversight over the Company’s executive compensation program. The Compensation Committee annually reviews a comprehensive risk assessment which addresses all aspects of the program and the controls that exist to mitigate any associated risk. Detailed disclosure of our compensation practices are set forth in the annual Proxy Statement.
 
In addition, on October 2022, the SEC adopted a final rule implementing the incentive-based compensation
recovery (“clawback”) provisions of the Dodd-Frank Act. The final rule directs national securities exchanges and associations, including Nasdaq, to require listed companies to develop and implement clawback policies to recover erroneously awarded incentive-based compensation from current or former executive officers in the event of a required accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and to disclose their clawback policies and any actions taken under these policies. On June 9, 2023, the SEC approved the Nasdaq proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. Each listed issuer, including the Company, was required to adopt a clawback policy within 60 days after the effective date, or December 1, 2023.

The U.S. financial regulators, including the FRB, the OCC, and the SEC, jointly proposed regulations in 2011 and again in 2016 to implement the incentive compensation requirements of Section 956 of the Dodd-Frank Act. These regulations have not been finalized.
 
Regulatory Developments Relating to the COVID-19 Pandemic. Congress took significant action to address the disruptions caused by the COVID-19 pandemic, including by passing the Coronavirus Aid, Relief and Economic Security Act, a $2.2 trillion economic stimulus bill, and the Economic Aid Act. There have also been a number of regulatory actions intended to help mitigate the adverse economic impact of the COVID-19 pandemic on borrowers, including several mandates from the bank regulatory agencies requiring financial institutions to work constructively with borrowers affected by the pandemic. Many of these actions were temporary and have expired; however, certain aspects of the regulatory framework that were modified as a result of the pandemic remain in effect. For example, in response to the pandemic, the Federal Reserve implemented an interim final rule allowing banks to suspend enforcement of the six-transfer limit on convenient transfers from savings deposits under Regulation D in order to permit customers to make an unlimited number of convenient transfers and withdrawals amid pandemic-related financial disruptions and uncertainty. This amendment since has been adopted on a permanent basis.

16
Climate-Related Risk Management and Regulation. Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products.  Any such events could have a material adverse effect on our costs or results of operations.  These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans.

As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks.  Adverse climate factors could impact the ability of loan customers to timely repay their loans.  Adverse climate impacts also could adversely impact the stock and bond markets which could adversely affect TrustCo’s non-interest income earning potential.  Severe physical impacts from climate change, such as rising sea levels, could reduce the value of residential and/or commercial portfolio. These two factors, given sufficiently severe impacts, could affect liquidity.
Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk.
 
Other Governmental Initiatives. From time to time, various legislative and regulatory initiatives are introduced in Congress, as well as by regulatory authorities.  These initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions, proposals to change the financial institution regulatory environment, or proposals that affect public companies generally. Such legislation could change banking laws and the operating environment of the Company in substantial, but unpredictable ways. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations would have on its financial condition or results of operations.

Human Capital Resources
 
Our Human Capital Strategic Plan guides us on our journey to foster a multicultural, collaborative, and inclusive work environment that promotes the exchange of different ideas, philosophies and perspectives, which continues to be a top priority at TrustCo and Trustco Bank.

Headcount

As of December 31, 2023, we had 808 employees (which collectively amount to 750 full-time equivalents), all based in the United States, with 550 employees (68%) at bank branches, 242 (30%) located in corporate offices and 16 (2%) in call centers.

Hiring & Promotion Practices

At TrustCo and Trustco Bank we are continuously educating our hiring managers about recruitment and selection processes, and we strive to build our workforce from within when possible. All employees are eligible to apply for open department and branch positions following their introductory period, and during 2023, 116 (roughly 14%) of our employees were promoted within the Bank. If the best candidate for an available position is not identified from within our existing talent pool, we will look externally for the best talent, and our recruitment strategy focuses on searching for candidates directly through our participation in job fairs and social media advertising, and through our professional networks and other associations that represent diverse groups. Additionally, we have an active recruitment incentive program which awards existing employees for referring new employees to the Bank, which in turn helps us diversify our workforce.

17
Talent Development

We believe in investing for the future which includes the future of our workforce, and we actively encourage and support the growth of our employees throughout their educational and career development, ensuring employees are given opportunities to develop and refine their skills to be successful within the Bank’s competitive environment. We aim to accomplish this through a multitude of training and development programs, which include opportunities to engage in interdepartmental experiential learning, voluntary training seminars, ongoing training through our Cornerstone platform (a learning management system), tuition reimbursement program, BSA-AML certificate program with SUNY Schenectady County Community College and certification reimbursement for certain levels of employment. The Company conducts a comprehensive new employee orientation for all new hires. All employees are required to complete a minimum number of hours of Compliance, BSA/Anti-Money Laundering, Enterprise Risk, Information Security/Cyber Security and technical training annually via the Cornerstone Platform. Employees are also periodically assigned Professional Skills training via Cornerstone.  Members of the Board of Directors receive regular training on an array of timely and relevant regulatory and governance topics.   Currently, we have 40 (5.0%) employees who hold professional certificates and/or licenses. Additionally, our employees participated in over 25,000 hours of training, which included a recently expanded Leadership Program.

During 2023, Trustco Bank continued its Leadership Program for our management level staff members.  The Trustco Leadership Program is an experiential learning opportunity for high-performing employees. It is designed to help managers gain more self-awareness, learn essential leadership skills, and build a collaborative peer network. The development program consists of 4 components: Assess, Learn, Coach, Apply. The goal is for managers to gain a greater understanding of themselves and the significant impact they have on the business.

Employee Feedback

Through our training and mentoring programs, we actively encourage employee feedback. Following each training session, employees complete evaluations designed to provide constructive feedback on their trainer’s knowledge, the overall training structure, and the employee’s confidence in their ability to be successful in their new role. We are also gathering data on an ongoing basis which focuses on the tenure of current staff. We’ve consistently maintained or improved our average tenure over the past four years, with an average tenure of about 5 years currently.  Furthermore, the Human Resources Department conducts stay and exit interviews, which capture feedback from high turnover positions. These interviews are used to improve processes and procedures and inform future policy.

Diversity and Inclusion

We recognize that everyone deserves respect and equal treatment, regardless of race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age (40 or older), disability or genetic information. TrustCo is committed to creating an inclusive environment that promotes diversity, equity and inclusion through training, recruiting and recognition practices to support our employees. Our Human Capital Strategic Plan focuses on identifying areas of opportunity to further diversify our workforce over time. As of December 2023, approximately 60% of our workforce identify as female and 40% identify as male.  The workforce is 41% ethnically diverse, being made up of 15% Hispanic or Latino employees, 12% Asian employees, 10% Black or African American employees, 2% of employees from two or more races, 0.86 % American Indian or Alaska Native employees, and 0.12% Native Hawaiian or other Pacific Islander employees.  Additionally, 9.03% of our workforce identifies as disabled.  Furthermore, our inclusion efforts focus on age, where we seek to recruit younger candidates to create long-term career potential, while seeking to retain our experienced team members for the many benefits their presence yields.

Employee Compensation and Benefits

Our human capital strategy objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. We strive to attract and retain the most talented employees by offering compensation and benefit structures that support their health, financial and emotional well-being, which includes competitive base salaries, annual bonuses, generous paid time off balances and Holiday Pay, an Employee Stock Purchase Club Program, life insurance, a 401(k) plan, the Trustco Bank Scholarship Program, a Tuition Reimbursement Program, a Student Loan Benefit Program, an Employee Assistance Program for mental and emotional support and various Company-organized wellness competitions.

18
Employee Recruitment and Retention

Hometown Pledge Program:  This year we also started the Hometown Pledge Program, which allows newly hired Trustco Bank employees to direct a contribution to the community group of their choosing.  Through this program, we have made 483 donations to 122 charities.  Participants report increased satisfaction with their decision to join Trustco Bank.  Participant’s also report feeling better about their employer as a good corporate citizen, which has positive impacts upon employee retention.

Payment of Equity Awards to More Employees:  Since 2019, TrustCo has made equity awards deeper into the corporate organization to recognize and provide additional incentive compensation to individuals who consistently made an exceptional contribution to the bank by originating more mortgage loans and greater deposits.  In 2020, that practice was expanded it to include Assistant Vice Presidents who play key roles in the day-to-day activities that are essential to the bank’s overall success.  These two actions have been highly successful.  In a time when employee attrition is prevalent and presents significant challenges for companies throughout the country, Trustco Bank has retained 93% of the employees receiving officer equity awards.

Foreign Operations
 
Neither TrustCo nor the Bank engage in any operations in foreign countries or have outstanding loans to foreign debtors.
 
Disclosure Pursuant to Subpart 1400 of Regulation S-K
 
The financial disclosures related to the Company as required under Subpart 1400 of Regulation S-K are incorporated herein by reference from TrustCo’s Annual Report to Shareholders for the year ended December 31, 2023 (the “Annual Report to Shareholders”), which is attached as Exhibit 13 hereto and incorporated herein by reference. See the cross-references below to locate such disclosures in the Annual Report to Shareholders.
Disclosure
Page Number in Annual
Report to Shareholders
       
 
I.
Distribution of assets, liabilities, and shareholders’ equity; interest rates and interest differential
    
   
A.
Average balance sheets
  
17
   
B.
Interest income/expense and resulting yield or rate on average interest-earning assets and interest‑bearing liabilities
  
17
   
C.
Rate/volume variances
  
19
 
II.
Investments in debt securities
    
   
A.
Maturity schedule and weighted average yield
  
14
 
III.
Loan Portfolio
    
   
A.
Maturity schedule
  
11
 
IV.
Allowance for Credit Losses
    
   
A.
Credit ratios - Factors driving material changes in credit ratios or related components
  
21,22,23
   
B.
Allocation of the allowance for credit losses
  
24
 
V.
Deposits
    
   
A.
Average balances and rates
   17
   
B.
Uninsured and time deposits over $250,000
  
18

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.

19
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 website, www.trustcobank.com under the “Investor Relations” tab. These reports are available on the website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports are also available on the SEC’s website at http://www.sec.gov. Various other documents related to corporate operations, including the Company’s Corporate Governance Guidelines, the charters of its principal board committees, and the Company’s Code of Conduct are available on the website. 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.
 
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.

Risks Related to Our Lending Activities
 
Changes in interest rates may significantly impact our financial condition and results of operations
 
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. The level of net interest income is primarily a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the FRB (the “FOMC”), and market interest rates.

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.  The Federal Open Market Committee (“FOMC”) increased the target range for the federal funds rate seven times in 2022 and four times in 2023 by a total of 525 basis points, to a range of 5.25% to 5.50% as of end of 2023. All of these increases were expressly made in response to inflationary pressures. In its September and October 2023 “Beige Books”, the FRB noted that overall economic growth was modest during July and August and that there has been little to no change in overall economic activity since then. Regional banks continued to report ongoing declines in loan demand, tighter credit conditions, and narrowing loan spreads. Furthermore, while most banks reported higher deposit rates, delinquency rates edged up. In addition, inflationary pressures moderated somewhat but remained widespread while conditions in the broad finance sector weakened slightly during the last reporting period.

There can be no assurances as to any future FOMC conduct. If the FOMC further increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases. In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers and the values of collateral securing loans, which could negatively affect our financial performance. A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans.

20
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. Increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowing 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. Conversely, increases in interest rates often result in slowed prepayments of loans and mortgage-related securities, reducing cash flows and reinvestment opportunities.
 
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.
 
Ongoing inflationary pressures and continued elevated prices may affect our results of operations and financial condition.
 
Inflation rose sharply at the end of 2021 and has remained at an elevated level through the date of this filing. Small to medium-sized businesses may be impacted more during periods of high inflation as they are not able to leverage economics of scale to mitigate cost pressures compared to larger businesses. Consequently, the ability of our business customers to repay their loans has and may continue to deteriorate, and in some cases this deterioration has occurred and may in the future occur quickly, which can adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation has caused and may continue to cause wages and other costs to the Company to increase, which could adversely affect our results of operations and financial condition

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.
 
Our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital.
 
Commercial loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the business and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Also, some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Commercial business loans expose us to additional risk since they typically are dependent on the borrower’s ability to make repayments from the cash flows of the business and are secured by non-real estate collateral that may depreciate over time. Further, our commercial business loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may be more difficult to appraise, control or collect and may be more susceptible to fluctuation in value at the time of default. In addition, if we foreclose on these loans, our holding period for the collateral may be longer than for a single or multi-family residential property if there are fewer potential purchasers of the collateral.

21
If our allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected 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 potential 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. TrustCo  adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) effective January 1, 2022.  This standard requires financial institutions to determine periodic estimates of lifetime expected credit losses on financial instruments and other commitments to extend credit. When determining the amount of the ACLL, 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, as well as about the current and expected future economic environment. In deciding on the adequacy of the allowance for credit losses, management reviews past due information, historical charge-off and recovery data, nonperforming loan activity and reasonable and supportable forecasts. 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 (the Company’s largest geographical area) primarily over the last several years, as well as in the Company’s other market areas. A significant portion of the ACLL is determined using qualitative factors. The determination of qualitative factors involves subjective judgement and subjective measurement. We cannot predict loan losses with certainty that charge-offs in future periods will not exceed our estimate of expected losses as determined through our ACLL. If our assumptions and analysis prove to be incorrect, including with respect to the economic environment, our ACLL may not be sufficient to cover expected losses in our loan portfolio, resulting in additions to our ACLL which is maintained through provisions for credit losses. In addition, regulatory agencies, as an integral part of their examination process, may require additions to the allowance based on their judgment about information available to them at the time of their examination. Material additions to our ACLL would materially decrease our net income.
 
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 Home Loan Bank 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.

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.

22
Risks Related to Our Operations

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.
 
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 Exchange Act 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.
 
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.

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.

23
We are exposed to climate risk.

Climate change may be associated with rising sea levels as well as extreme weather conditions such as more intense hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Many of our facilities are located near coastal areas or waterways where rising sea levels or flooding could disrupt our operations or adversely impact our facilities. Furthermore, periods of extended inclement weather or associated flooding may inhibit construction activity adversely affecting the use of some of our lending products. Any such events could have a material adverse effect on our costs or results of operations. These same issues also could impact the value of mortgage collateral and the security for residential and commercial loans.

As a mortgage lender, Trustco Bank has identified credit, market, liquidity, and operational factors as climate-related risks. Adverse climate factors could impact the ability of loan customers to timely repay their loans. Adverse climate impacts also could adversely impact the stock and bond markets which could adversely affect TrustCo’s non-interest income earning potential. Severe physical impacts from climate change, such as rising sea levels, could reduce the value of residential and/or commercial portfolio. These two factors, given sufficiently severe impacts, could affect liquidity.

Additionally, severe weather and other climate events could impact hiring and retention of employees, facilities management, retail services, and technology infrastructure, thus creating operational risk.

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions, operating process changes, and the like. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.

Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (“ESG”) practices and disclosure. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights. Increased ESG related compliance costs could result in increases to our overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, and our stock price. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.

24
Risks Related to Market Conditions
 
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 65.1% of our loan portfolio is comprised of loans secured by property located in our markets in and around New York, and approximately 34.9% 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.
 
Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition.

Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. 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.

Additionally, ongoing military conflicts (such as the conflicts in Ukraine and in Israel and its surrounding areas) has lead, and could continue to lead, to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.  In addition, our economy remains subject to ongoing inflationary pressures which may, adversely impact consumer and business confidence, and adversely affect the economy as well as our financial condition and results.  Furthermore, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company, our customers, and counterparties.

Actions taken by the Federal Reserve Board, including changes in its target funds rate, balance sheet management and lending facilities are beyond our control and difficult to predict. These actions can affect interest rates and the value of financial instruments and other assets and liabilities and can impact our borrowers. Sudden changes in monetary policy, for example, in response to high inflation, have led and may in the future lead to financial market volatility, increases in market interest rates and a continued flattening or inversion of the yield curve. Higher inflation, or volatility and uncertainty related to inflation, could reduce demand for our products, adversely affect the creditworthiness of our borrowers or result in lower values for our investment securities and other interest-earning assets.

25
Any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us.

Recent federal budget deficit concerns and political conflict over legislation to raise the U.S. government’s debt limit have increased the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. Many of our investment securities are issued by the U.S. government, including certain government agencies and sponsored entities. As a result of uncertain domestic political conditions, including the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government may pose liquidity risks. In connection with prior political disputes over U.S. fiscal and budgetary issues leading to the U.S. government shutdown in 2011, Standard & Poor’s lowered its long-term sovereign credit rating on the U.S. from AAA to AA+. On August 1, 2023, Fitch Ratings also downgraded its U.S. long-term sovereign credit rating from AAA to AA+. A downgrade, or a similar action by other rating agencies, in response to current political dynamics, as well as sovereign debt issues facing the governments of other countries, could generally have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide and, therefore, materially adversely affect 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.  On November 16, 2023, the FDIC approved a final rule to implement a special assessment on certain banking organizations with financial institution subsidiaries with more than $5 billion in assets, in order to recover the costs associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in March 2023. We anticipate increased regulatory scrutiny and new regulations directed towards regional banks similar in size to us, designed to address the recent negative developments in the banking industry, all of which may increase our costs of doing business and reduce our profitability.

Any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings.

Disagreement over the federal budget has previously caused the U.S. federal government to shut down for periods of time. Although a limited budget deal was signed into law in early March, the federal government continues to be at risk of a partial shutdown if legislation to provide funding for other areas of government is not passed by March 22, 2024 as a result of political divisions in Congress and an impasse on budgetary and spending matters. An extended period of shutdown of portions of the U.S. federal government could negatively impact the financial performance of certain customers and could negatively impact customers’ future access to certain loan and guaranty programs. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations. During any protracted federal government shutdown, we may not be able to close certain loans and we may not be able to recognize non-interest income on the sale of loans. Some of the loans we originate are sold directly to government agencies, and some of these sales may be unable to be consummated during a shutdown. In addition, we believe that some borrowers may decide not to proceed with their home purchase and not close on their loans, which would result in a permanent loss of the related non-interest income. A federal government shutdown could also result in reduced income for government employees or employees of companies that engage in business with the federal government, which could result in greater loan delinquencies, increased in our non-performing, criticized, and classified assets, and a decline in demand for our products and services.

26
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.

Risks Related to Compliance and Regulation

The regulatory capital rules 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 are subject to regulatory capital requirements. The capital rules impose stringent capital requirements on the Company and the Bank and generally require banking organizations to hold high-quality capital to act as a financial cushion to absorb losses and help banking organizations better withstand periods of financial stress.

The application of these 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 prohibitions 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 its capital requirements, 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” or “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.

We currently anticipate that we will continue to be well-capitalized in accordance with the regulatory standards.

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, Federal Reserve Board, and 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. The Dodd-Frank Act significantly affected the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies and will continue to do so. Changes in banking 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, have impacted our operations and may continue to have a material impact on our operations in the future. New or revised rules may increase our regulatory compliance burden and costs and restrict the financial products and services we offer to our customers.

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, and future responses may result in significant changes. 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.

27
Changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny.
 
We collect, process, store, share, disclose and use information from and about our customers, plan participants and website and application users, including personal information and other data. Any actual or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or third parties, data disclosure and consent obligations or data security legal obligations may result in governmental enforcement actions, litigation or public statements critical of us. Such actual or perceived failures could also cause our customers to lose trust in us, which could have an adverse effect on our business.
 
Restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services.

We are subject to numerous federal, state, and international regulations regarding the privacy and security of personal information. These laws vary widely by jurisdiction and are constantly evolving. Privacy regulations with a significant impact on our operations include the NYDFS 23 NYCRR Part 500 Cybersecurity Requirements for Financial Services Companies, Gramm-Leach-Bliley Title V Subtitle A- Safeguards Rule, and FDIC Part 364 Appendix B- Interagency Guidelines Establishing Information Security Standards. Similar legislation is being enacted around the world with requirements and protections specific to data security requirements, notification requirements for data breaches, the right to access personal data and the right to be forgotten. These and other changes in cybersecurity and privacy regulations or the enactment of new regulations may increase our compliance costs and failure to comply with these regulations may lead to reputational damage, fines or civil damages and increased regulatory scrutiny.

Non-compliance with the Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
 
The Bank Secrecy Act and other applicable requirements require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. Recently, several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.
 
Changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows.
 
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. The Tax Cuts and Jobs Act (which we refer to as the “Tax Act”), enacted in December 2017, significantly affected United States tax law, including by changing how the United States imposes tax on certain types of income of corporations and by reducing the United States federal corporate income tax rate to 21%. It also imposed new limitations on a number of tax benefits, including certain executive compensation deductions, deductions for certain transportation fringe benefits provided to employees and entertainment expenses, among others. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly; impose new limitations on deductions, credits or other tax benefits; or make other changes that may adversely affect the performance of an investment in our stock. In addition, we have taken and may in the future take positions with respect to a number of unsettled issues for which Internal Revenue Services (“IRS”) guidance is unavailable. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, financial condition, results of operations and cash flows.

28
Furthermore, on August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which imposed a one percent excise tax on the value of corporate share repurchases (net of issuance). On December 27, 2022, the Internal Revenue Services issued Notice 2023-2 which provides interim guidance on the implementation of the excise tax on stock repurchases. The excise tax is a non-deductible tax of one percent of the fair market value of the Corporation’s stock repurchases, net of the fair market value of stock issued by the corporation, including restricted stock issuances and stock option exercises, and further excluding certain statutory exceptions, such as ESOP repurchases and contributions, repurchases made as part of a tax-free reorganization where no gain or loss is recognize and certain other qualified activities, occurring after December 31, 2022 in excess of $1.0 million. Although we did not have any excise tax on stock repurchases in fiscal 2023, the tax may impact our future financial results.
 
The changes in the federal tax laws may have an adverse effect on the market for, and the valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In addition, these changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes, like New York. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

Our ability to pay dividends is subject to regulatory limitations and other limitations that 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, TrustCo is subject to consolidated capital requirements and is 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.
 
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 seven asset tests under the Internal Revenue Code each quarter: (1) at least 75% of the value of the entity’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 entity’s total assets may consist of securities, other than those includible under the 75% asset test; (3) not more than 20% of the value of the entity’s total assets may consist of securities of one or more taxable REIT subsidiaries; (4) not more than 25% of the value of the entity’s total assets may consist of nonqualified publicly offered REIT debt instruments; (5) not more than 5% of the value of the entity’s total assets may consist of securities of any one issuer, other than those securities includible under the 75% asset test or securities of a taxable REIT subsidiary; (6) the entity does not hold securities possessing more than 10% of the total voting power of the outstanding securities of any one issuer, other than those securities includible under the 75% asset test or securities of a taxable REIT subsidiary; and (7) the entity does not hold securities having a value of more than 10% of the total value of the outstanding securities of any one issuer, other than those securities includible under the 75% asset test or securities of a taxable REIT subsidiary. At December 31, 2023, Trustco Realty met all seven 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 2023, Trustco Realty had met the two annual income tests and the distribution test.

29
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.

Changes in accounting standards could impact reported earnings.

The accounting standard setting bodies, including the Financial Accounting Standards Board, the SEC 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.

Risks Related to Competition

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.

Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.
 
Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

30
Risks Related to Cybersecurity, Third Parties, and Technology
 
Our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks.

We rely heavily on third-party service providers for much of our communications, information, operating and financial controls systems, and technology. We face the risk of operational disruption, failure, or capacity constraints due to our dependency on third-party service providers for components of our business infrastructure. While we have selected these third-party service providers through our vendor management process, we do 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. 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. Third (and fourth) party security incidents and supply-chain attacks have become increasingly common.  We cannot assure you that such incidents, failures or interruptions will not occur again in the future 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, 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.

Furthermore, our assets that are at risk for cyber-attacks include financial assets and non-public information belonging to customers. We use several third-party service providers 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 preventive and detective controls to protect our assets and provide recurring information security training to all employees. Although to date we have not experienced any material losses or other material consequences to date relating to technology failure, cyberattacks or other information or security breaches, whether directed at us or at third parties, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats, including the remediation of critical information security and software vulnerabilities, will be sufficient and/or timely as to prevent material losses or consequences in the future, particularly in light of the increased sophistication and evolving nature of cyber criminals’ activity. Our risk and exposure to these cybersecurity incidents remains heightened because of, among other things, our implementation of Internet and mobile banking to meet customer demand, our expanded internal usage of web-based products and applications, the current economic and political environment, and our regulatory obligations and the regulatory scrutiny within our industry. 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.
 
A failure in or breach of our operational or security systems or infrastructure, or those of third parties, could disrupt our businesses, and adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.
 
The potential for operational risk exposure exists throughout our organization and, as a result of our interactions with, and reliance on, third parties, is not limited to our own internal operational functions. Our operational and security systems, infrastructure, including our computer systems, data management, and internal processes, as well as those of third parties, are integral to our performance. We rely on our employees and third parties in our day-to-day and ongoing operations, who may, as a result of human error, misconduct, malfeasance or failure, or breach of third-party systems or infrastructure, expose us to risk. We have taken measures to implement backup systems and other safeguards to support our operations, but our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties with whom we interact and rely. For example, strategic technology project implementation challenges have caused immaterial business interruptions in the past and may cause more interruptions in the future. In addition, our ability to implement backup systems and other safeguards with respect to third-party systems is more limited than with respect to our own systems. Our financial, accounting, data processing, backup or other operating or security systems and infrastructure may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control which could adversely affect our ability to process these transactions or provide these services. There have been and there could be in the future sudden increases in customer transaction volume; electrical, telecommunications, or other major physical infrastructure outages; natural disasters such as earthquakes, tornadoes, hurricanes, and floods; disease pandemics; and events arising from local or larger scale political or social matters, including terrorist acts. We continuously update these systems to support our operations and growth and to remain compliant with all applicable laws, rules and regulations globally. This updating entails significant costs and creates risks associated with implementing new systems and integrating them with existing ones, including business interruptions. Operational risk exposures could adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm.

31
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, have been and may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events in the future. 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 regulatory liability or disrupt our operations and have a material adverse effect on our business operations.
 
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, some banks in recent years, 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 intended 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.
 
Risk Related to Ownership of Our Securities
 
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 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 for our stock.
 
We cannot guarantee that our allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value.
 
Our business plan calls for us to execute a variety of strategies to allocate and deploy any excess capital including, but not limited to, continued organic balance sheet growth and diversification, implementation of stock repurchase plans and payment of regular cash dividends.  Additionally, we will carefully consider acquisition opportunities to further deploy capital when we expect such opportunities to significantly enhance long-term shareholder value. If we are unable to effectively and timely deploy capital through these strategies, it may constrain growth in earnings and return on equity and thereby diminish potential growth in stockholder value.
 
On March 17, 2023, we announced that our Board authorized a new stock repurchase plan to acquire up to 200,000 shares of the Company’s outstanding common stock. Repurchases are made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.

32
The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, contains a number of changes to U.S. federal tax laws. One such change is a 1% excise tax on stock repurchases, which will increase the cost of stock repurchases and may impact our future decisions on how to return value to stockholders in the most efficient manner.
 
Item 1B
Unresolved Staff Comments
 
None.
 
Item 1C
Cybersecurity

Cybersecurity Risk Management and Strategy

At TrustCo, we recognize the importance of information security practices designed to protect the confidentiality, integrity, and availability of company information and the personal information that our customers share with us. Using guidance set forth in our Enterprise Risk Management program, we have implemented an Information Security Program to lead and support the management of information security risks in accordance with our risk profile and business strategy. We utilize the Federal Financial Institutions Examination Council (“FFIEC”) Cybersecurity Assessment Tool to benchmark these controls and procedures.

Our Information Security Program includes a number of components designed to identify, analyze, and respond to cybersecurity risks, including reliance on a layered system of preventative and detective technologies, controls, and policies designed to detect, mitigate, and contain cybersecurity threats. As part of our Information Security Program, we maintain an Information Security Policy that outlines internal controls and procedures designed to protect information systems. Information security program risk assessments and third-party attestations and assessments are conducted periodically by both internal and external resources. We leverage qualified third-party security assessors to identify vulnerabilities through both internal and external penetration tests and perform internal cybersecurity maturity assessments. In addition, our internal audit team conducts an information security and information technology audit on an annual basis. We are also subject to examinations by applicable regulators. We conduct annual cybersecurity awareness training for employees to enhance awareness of how to detect and respond to cybersecurity threats, as well as periodic phishing training campaigns. We also provide quarterly cybersecurity updates for our employees, and table-top exercises are conducted annually to simulate a response to a cybersecurity incident.

As part of our Information Security Program, TrustCo maintains a formal Third-Party Risk Management program that provides oversight of cybersecurity risks related to supplier relationships. During supplier onboarding, we perform risk-based due diligence for suppliers with access to confidential TrustCo information or that require technical integration with TrustCo systems. This program includes encryption and password requirements for our suppliers, as well as ongoing monitoring and assessment, and contract review.

Furthermore, we recognize the growing risk associated with highly sophisticated actors targeting corporations and maintain an Incident Response Plan, which is part of our broader business continuity planning. We have access through our insurer to computer forensics firms and specialized legal counsel in case of a cybersecurity incident. While we maintain cybersecurity insurance to assist in the cost of recovery from a cybersecurity incident, such coverage may not be sufficient to cover all costs resulting from such incidents.

To date, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. However, the sophistication of and risks from cybersecurity threats and incidents continue to increase, and the preventative actions that we have taken and continue to take to reduce the risk of cybersecurity threats and incidents and protect our systems and information may not successfully protect against all cybersecurity threats and incidents. For more information on the risks that we face from cybersecurity threats, see “Risk Factors - Risks Related to Cybersecurity, Third Parties, and Technology.” in Part I, Item 1A of this report.

33
Cybersecurity Governance

The Board of Directors has overall responsibility for risk oversight and has delegated oversight of our cybersecurity program to both our Risk Committee and our Audit Committee. The Risk Committee directly oversees information technology and information security risks through regular reports from management on information technology, cyber security, and related risk assessments. The Risk Committee also receives annual reports on the Information Security Program and approves the Information Security Policy. In addition, the Audit Committee of the Board monitors internal audit’s coverage of cybersecurity governance, risks, and related controls, including any identified deficiencies, from cybersecurity or other risks, that could adversely affect the ability to record, process, summarize, and report financial data. The Risk Committee coordinates with the Audit Committee for review of information security matters, as needed. The Board also receives an annual update on the Company’s enterprise services, which includes both information technology and information security.

Our Information Security Program is run by our Senior Vice President, Chief Compliance Officer and Chief Information Security Officer (“CISO”), who reports to our Executive Vice President of Corporate Services and Risk (“EVP”). Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, and through the use of technological tools and software and results from third party audits. Our management-level IT Steering Committee meets on a monthly basis to discuss cybersecurity and related topics. Our CISO and EVP have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. Our CISO has served in that position since 2013, is a Certified Information Security Manager, and has over 20 years of experience working at TrustCo. Our EVP, who has been an employee of TrustCo since 1986, has served in his role as Executive Vice President of Corporate Services and Risk TrustCo since 2013. Our CISO and EVP report directly to the Risk Committee on our cybersecurity program and efforts to prevent, detect, mitigate, and remediate issues.

Item 2.
Properties
 
TrustCo’s executive offices are located at 5 Sarnowski Drive, Glenville, New York, 12302, in a facility owned by the Company. The Company operates 140 banking offices located in New York, New Jersey, Vermont, Massachusetts and Florida. As of December 31, 2023, 23 of such properties are owned and 117 are leased from others on market terms.  The lease terms for our banking offices are not individually material. Lease expirations range from 5 months to 20.8 years. In the opinion of management, the physical properties of TrustCo and the Bank are suitable and adequate to meet our requirements 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 Disclosures
 
Not applicable.

34
Information about our Executive Officers
 
The following is a list of the names and ages as of March 11, 2024 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 60,
Chairman, 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.  Joined Trustco Bank in 1995.
  
2001
         
Scot R. Salvador,
Age 57,
Executive Vice President Commercial Banking
  
Executive Vice President 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 61,
Executive Vice President Corporate Services and Risk
  
Executive Vice President of TrustCo and Trustco Bank from 2013 to present. Senior Vice President of TrustCo and Trustco Bank from 2010 to 2013. Secretary of TrustCo and Trustco Bank from 2003 to 2006 and 2009 to 2016. Assistant Secretary of TrustCo and Trustco Bank from 2006 to 2009. Executive Officer of TrustCo and Trustco Bank from 2003 to present. Joined Trustco Bank in 1986.
  
2003
         
Michael M. Ozimek
Age 49,
Executive Vice President and Chief Financial Officer
  
Executive Vice President and Chief Financial Officer, TrustCo and Trustco Bank from 2018 to present. Senior Vice President and Chief Financial Officer of TrustCo and Trustco Bank from 2014 to 2018. Executive Officer of TrustCo and Trustco Bank from 2014 to present. Joined TrustCo and Trustco Bank in 2002.
  
2014
         
Eric W. Schreck
Age 57,
Executive Vice President
and Treasurer
  
Executive Vice President and Florida Regional President of Trustco Bank from 2021 to present.  Senior Vice President and Florida Regional President of Trustco Bank from 2009 to 2020. Treasurer of TrustCo from 2010 to present. Executive Officer of TrustCo and Trustco Bank from 2010 to present. Joined Trustco Bank in 1989.
  
2010
         
Michael Hall
Age 59,
General Counsel and Corporate Secretary
  
General Counsel and Corporate Secretary of TrustCo and Trustco Bank from 2018 to present. Vice President and Counsel of TrustCo and Trustco Bank from 2015 to 2018. Assistant Secretary of TrustCo and Trustco Bank for 2016. Executive Officer and Secretary of TrustCo and Trustco Bank from 2017 to present. Attorney with McNamee, Lochner, Titus & William, P.C. from 1992 to 2015. Joined TrustCo and Trustco Bank in 2015.
  
2016
         
Kevin M. Curley
Age 57,
Executive Vice President Retail Banking
  
Executive Vice President Retail Banking of TrustCo and Trustco Bank from December 2018 to present. Joined Trustco Bank in 1990.
  
2018

35
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.” TrustCo had approximately 7,279 shareholders of record as of February 29, 2024.

The Company’s ability to pay dividends depends on the receipt of dividends from the Bank, which is subject to a variety of limitations under federal banking regulations regarding the payment of dividends. For discussion of corporate and regulatory limitations applicable to the payment of dividends, see “Item 1. Business-Supervision and Regulation-Dividends.”

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, 2023.

Recent Sales of Unregistered Securities.

None.

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of shares of common stock during the three months ended December 31, 2023.

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
(1)
  
                         
October 1 to October 31, 2023
    
-
    
$
-
      
-
      
200,000
  
November 1 to November 30, 2023
    
-
    
$
-
      
-
      
200,000
  
December 1 to December 31, 2023
    
-
    
$
-
      
-
      
200,000
  
Total
    
-
    
$
-
      
-
      
200,000
  


(1)
On March 17, 2023 the Company’s Board of Directors authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock.  The program expires on March 17, 2024. There were no repurchases during the three months ended December 31, 2023.

36
Stock Performance Graph
 
The TrustCo Annual Report to Shareholders for the year ended December 31, 2023, which is filed as Exhibit 13 hereto, contains a stock performance 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 S&P U.S. BMI Banks Index. Such graph is incorporated herein by reference.

Item 6.
[Removed and reserved]

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, 2023, 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 Item 7A is contained in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2023, 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 LLP, and the required supplementary financial data are included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2023, 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

Evaluation of Disclosure 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, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, are procedures that are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective to satisfy the objectives for which they are designed.

Management’s Report on Internal Control Over Financial Reporting and Auditor Attestation Report on Internal Control over Financial Reporting

37
Management’s Report on Internal Control over Financial Reporting, together with the report thereon of Crowe LLP, is included in TrustCo’s Annual Report to Shareholders for the year ended December 31, 2023, which is filed as Exhibit 13 hereto, are incorporated herein by reference.

Changes in Internal Control over Financial Reporting

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 Exchange Act) that occurred during the Company’s quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.
Other Information

(a) None.

(b)  During the fiscal quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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's Directors and Nominees” and “Information on TrustCo's Executive Officers” and “Delinquent Section 16(a) Reports Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement (Schedule 14A) for its 2024 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: Michael Hall, General Counsel and Corporate Secretary, 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 2024 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 2024 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.

The following table provides information, as of December 31, 2023, 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
    
47,541
    
$
34.01
      
262,397
  
Equity compensation plan not approved by security holders
    
N/A
      
N/A
      
N/A
  
Total
    
47,541
    
$
34.01
      
262,397
  


38
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 2024 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 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company’s fiscal year-end.

Our independent registered public accounting firm is Crowe LLP, New York, New York, PCAOB Firm ID: 173

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, 2023 and 2022.

Consolidated Statements of Income -- Years Ended December 31, 2023, 2022 and 2021.

Consolidated Statements of Comprehensive Income -- Years Ended December 31, 2023, 2022 and 2021.

Consolidated Statements of Changes in Shareholders’ Equity -- Years Ended December 31, 2023, 2022 and 2021.

Consolidated Statements of Cash Flows -- Years Ended December 31, 2023, 2022 and 2021.

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, 2023 and 2022.

39
Exhibits

Exhibit No.
Description
   
Amended and Restated Certificate of Incorporation of TrustCo Bank Corp NY, as amended incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Quarterly Report on Form 10-Q, filed August 5, 2021.
   
Amended and Restated Bylaws of TrustCo Bank Corp NY, dated October 17, 2023, incorporated by reference to Exhibit 3.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed October 17, 2023.
   
Description of Capital Stock
   
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, filed March 25, 2002.

40
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 filed March 25, 2002.
   
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.
   
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.
   
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.
   
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.
   
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.
   
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.
   
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.
   
Agreement between Fiserv Solutions, Inc. and Trustco Bank, National Association, dated November 14, 2001 incorporated by reference to Exhibit 10(o) to TrustCo Bank Corp NY’s Annual Report on Form 10-K, for the year ended December 31, 2001.
   
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.
   
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.
   
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.
   
Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan dated as of March 21, 2017, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 24, 2017.
   
Amended and Restated 2010 Directors Equity Incentive Plan dated March 17, 2015, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed March 23, 2015.

41
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.
   
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.
   
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.
   
Trustco Bank Executive Officer Incentive Plan (Amended and Restated as of February 16, 2016), incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Form 8-K filed February 17, 2016.
   
Amended and Restated TrustCo Bank Corp NY Executive Medical Reimbursement Plan, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s Current Report on Form 10-Q, filed August 8, 2022.
   
Consulting Agreement between TrustCo Bank Corp NY and Robert T. Cushing effective December 22, 2017, incorporated by reference to Exhibit 10.1 to TrustCo Bank Corp NY’s Current Report on Form 8-K filed November 22, 2017.
   
Form of Employment Agreement between TrustCo Bank Corp NY and each of Kevin M. Curley and Michael M. Ozimek, effective December 18, 2018, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K filed December 18, 2018.
   
TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan, incorporated by reference to the Appendix to the additional definitive proxy soliciting material on Schedule 14A filed by on April 26, 2023.

42
Form of 2020 Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.
   
Form of 2020 Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.
   
Form of 2020 Directors Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 18, 2020.
   
Form of 2021 Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 17, 2021.
   
Form of 2021 Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 17, 2021.
   
Form of 2021 Directors Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(c) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 17, 2021.
   
Form of 2022 Performance Share Award Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 16, 2022.
   
Form of 2022 Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 16, 2022.
   
Form of 2022 Director Restricted Stock Unit Agreement under the TrustCo Bank Corp NY 2019 Equity Incentive Plan.
   
Form of 2023 Performance Share Award Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(a) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 24, 2023.
   
Form of 2023 Restricted Stock Unit Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10(b) to TrustCo Bank Corp NY’s Current Report on Form 8-K, filed November 24, 2023.
   
Form of 2023 Director Restricted Stock Unit Agreement under the Amended and Restated TrustCo Bank Corp NY 2019 Equity Incentive Plan.
   
Portions of Annual Report to Security Holders of TrustCo for the year ended December 31, 2022.

43
List of Subsidiaries of TrustCo.
   
Consent of Independent Registered Public Accounting Firm.
   
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.
   
Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.
   
Executive Compensation Clawback Policy
   
101
Sections of the Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language), submitted in the following files
   
101.INS
XBRL Instance Document.
   
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
   
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
   
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
   
104
Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101)


*
Management contract or compensatory plan or arrangement.


†
Filed herewith.

Item 16.
Form 10-K Summary

Not applicable.

44
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 11, 2024
By:
/s/ Michael M. Ozimek
  
   
Michael M. Ozimek
  
   
Executive 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 dates indicated.

Name and Signature
  
Title
  
Date
         
/s/ Robert J. McCormick
        
Robert J. McCormick
  
Chairman, President and Chief Executive Officer
(principal executive officer)
  
 
 March 11, 2024
         
/s/ Michael M. Ozimek
        
Michael M. Ozimek
  
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
  
 
March 11, 2024
         
*
        
Steffani Cotugno
  
Director
  
March 11, 2024
         
*
        
Brian C. Flynn
  
Director
  
March 11, 2024
         
*
        
Lisa M. Lucarelli
  
Director
  
March 11, 2024
         
*
        
Thomas O. Maggs
  
Director
  
March 11, 2024
         
*
        
Anthony J. Marinello
  
Director
  
March 11, 2024
         
*
        
Curtis N. Powell
  
Director
  
March 11, 2024
         
*
        
Kimberly A. Russell
  
Director
  
March 11, 2024
         
*
        
Frank B. Silverman
  
Director
  
March 11, 2024

* By:
/s/ Robert M. Leonard
 
Robert M. Leonard, as Agent
 
Pursuant to Power of Attorney


45
Exhibit 4(a)

DESCRIPTION OF CAPITAL STOCK

General

TrustCo Bank Corp NY (“TrustCo”) is currently authorized to issue 30,000,000 shares of common stock, par value $1.00 per share, and 500,000 shares of preferred stock, par value $10.00 per share.

Common Stock

Voting Rights. Holders of TrustCo common stock possess exclusive voting rights in TrustCo, except to the extent that shares of preferred stock issued in the future may have voting rights. Each holder of shares of TrustCo common stock is entitled to one vote for each share held of record on all matters submitted to a vote of TrustCo shareholders.

Dividend Rights. Holders of TrustCo common stock are entitled to receive dividends when, as and if declared by the TrustCo board of directors out of funds legally available therefor, subject to any preferential dividend rights that may attach to preferred stock that TrustCo may issue in the future. Under the New York Business Corporation Law (the “NYBCL”), TrustCo may pay dividends on its common stock unless it is or would thereby be made insolvent. Moreover, TrustCo may pay dividends out of surplus only such that its net assets remaining after the dividend payment is at least equal to the amount of TrustCo’s stated capital. If TrustCo pays any dividend, in whole or in part, from sources other than earned surplus, it must notify stockholders of that fact. The ability of TrustCo’s subsidiary Trustco Bank to pay cash dividends, which is expected to be TrustCo’s principal source of income, is restricted by applicable banking laws, including the regulations and policies of the Office of the Comptroller of the Currency, which is Trustco Bank’s primary regulator, and the Board of Governors of the Federal Reserve System, which is TrustCo’s primary regulator. Such dividends have previously been TrustCo’s principal source of income.

Liquidation Rights. In the event TrustCo is liquidated or dissolved, each holder of TrustCo common stock would be entitled to receive, after payment of all TrustCo’s debts and liabilities, a pro rata portion of all of TrustCo’s assets available for distribution to holders of its common stock. If TrustCo has issued any preferred stock, the holders thereof may have a priority in liquidation or dissolution over the holders of the common stock.

Other Characteristics. Holders of TrustCo common stock do not have preemptive rights with respect to any additional shares of common stock that TrustCo may issue in the future. There are no redemption or sinking fund provisions applicable to the shares of TrustCo common stock. The transfer agent for shares of TrustCo common stock is Computershare Trust Company, National Association.

Preferred Stock

TrustCo’s certificate of incorporation authorizes the issuance of up to 500,000 shares of preferred stock, par value $10.00 per share. TrustCo’s board of directors may authorize the issuance of one or more series of preferred stock and may establish and designate series and the number of shares and the relative rights, preferences and limitations of the respective series of the preferred stock. Any voting powers of TrustCo preferred stock may be full or limited but may not exceed one vote per share.

The terms of particular series of preferred stock may differ, among other things, in:


 •
designation,


•
number of shares that constitute the series,


•
dividends (which may be cumulative or noncumulative), the dividend rate or the method of calculating the dividend rate,


•
dividend periods or the method of calculating the dividend periods,


•
amount of liquidation preference per share, if any,


•
price at which the preferred stock will be issued,


•
conversion provisions, if any,


•
convertibility into other series of preferred stock or common stock and


•
any other specific terms of the preferred stock being offered.

Each series of preferred stock will rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up:


 •
junior to any series of TrustCo capital stock expressly stated to be senior to that series of preferred stock, and


•
senior to TrustCo common stock and any class of TrustCo capital stock expressly stated to be junior to that series of preferred stock.

Anti-Takeover Statutes and Provisions

In general, the NYBCL prohibits any business combination (including, for example, mergers, consolidations and acquisitions of substantially all of the assets) between a New York corporation and an “interested stockholder” (defined as any owner of 20% or more of the voting stock of such corporation) unless the corporation’s board of directors has approved the business combination or the stock acquisition by which the related party’s interest reached 20% prior to the date of such stock acquisition. This restriction applies for five years after the date of such stock acquisition. Thereafter, the corporation may enter into a business combination with the related party:


 •
if the combination is approved by a majority of the corporation’s voting stock beneficially owned by stockholders other than the related party; or


•
if such disinterested stockholders receive a price for their shares equal to or greater than a price determined in accordance with a statutory formula intended to assure that stockholders receive an equitable price in the business combination

As a New York corporation, TrustCo, and any potential acquiror of us, would be subject to this provision.

In addition, TrustCo’s certificate of incorporation and bylaws contain several provisions that may be deemed to be “anti-takeover” in nature. TrustCo’s certificate of incorporation includes a so-called “fair consideration” provision, which provides that a “business combination” (including a merger, consolidation or acquisition of substantially all of the assets) involving TrustCo or any of its subsidiaries, with any person or entity beneficially owning directly or indirectly more than 5% of TrustCo’s outstanding voting stock may not be consummated without the affirmative vote of at least two-thirds of TrustCo voting stock, even if the normal statutory requirements are otherwise met, unless:


 •
the transaction is approved by at least two-thirds of the members of the TrustCo Board who are not affiliated with the 5% stockholder; or


•
the transaction meets certain minimum price requirements (in either of which cases only the normal stockholder and director approval requirements of the NYBCL would govern the transaction).

Furthermore, because we are a savings and loan holding company, any transaction involving a change of control is subject to regulatory review and approval. TrustCo’s certificate of incorporation requires an affirmative vote of at least two-thirds of TrustCo voting stock to change, modify or repeal any provision of TrustCo’s certificate of incorporation or bylaws.

Certain Effects of Authorized But Unissued Stock

Subject to the requirements of the NASDAQ Stock Market or other applicable rules, TrustCo may issue shares of common stock and preferred stock in future issuances without stockholder approval. TrustCo may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, facilitating corporate acquisitions or paying a dividend on TrustCo capital stock.

The existence of unissued and unreserved common stock and preferred stock may enable TrustCo’s board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third party attempt to obtain control of TrustCo by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of TrustCo management.
Exhibit 10(ii)

2023
Directors Restricted Stock Unit Award Agreement
under the
TrustCo Bank Corp NY
Amended and Restated 2019 Equity Incentive Plan

This Directors Restricted Stock Unit Award Agreement (this “Agreement”) under the TrustCo Bank Corp NY Amended and Restated 2019 Equity Incentive Plan (the “Plan”), dated as of the Grant Date set forth below, is made between TrustCo Bank Corp NY (the “Company”) and the participant set forth in Paragraph 3 (the “Participant”). Unless defined herein, capitalized terms are as defined in the Plan.
 
The Award granted in this Agreement is contingent on the Participant agreeing to be bound by all of the terms and conditions of the Plan and this Agreement by signing and returning this Agreement to the Company on or before the close of business on the thirieth business day after November 21, 2023 (that is, December 21, 2023).  If the Participant fails to return a signed copy of this Agreement to the Company on or before such date, this Award will be deemed to be voided and withdrawn and, as such, of no force or effect.
 
1. Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in Paragraph 3 (the “Restricted Stock Units”). Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock of the Company, subject to the terms and conditions set forth in this Agreement.
 
2. Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Participant to the Company.
 
3. Award Summary.
 
Participant
  
   
Grant Date
November 21, 2023
   
Number of Restricted Stock Units:
  
   
Period of Restriction (“Vesting Date”):
November 21, 2024
   

With respect to outstanding unvested Awards under the Plan granted pursuant hereto, there shall be no automatic vesting of such Awards solely upon a Change-in-Control. The settlement of the Award granted in this Agreement shall otherwise be governed by Paragraph 8 below.

4. Period of Restriction. The Award of Restricted Stock Units described in this Agreement shall be subject to the Period of Restriction as set forth in Paragraph 3. For purposes of this Agreement, “Period of Restriction” means the period of time after which the Award shall be deemed “vested” and settled in cash as provided in the Plan and this Agreement.
 
5. Restrictions on Transfer of Restricted Stock Units. Subject to any exceptions set forth in this Agreement, the Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, or disposed of in any manner other than in accordance with the terms of the Plan.
 
6. Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to the Restricted Stock Units.
 
7. Separation from Service.
 
(a) Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, in the event of the Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date of such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.
 
(b) Other Separation from Service. Unless the Compensation Committee of the Board of Directors of the Company (“Committee”), in its sole discretion and insofar as permitted by the Plan, determines otherwise, in the event of the Participant’s Separation from Service during the Period of Restriction for any reason other than those set forth in Paragraph 7(a) above, then any Restricted Stock Units still subject to the Period of Restriction at the date of such Separation from Service automatically shall be forfeited by the Participant, and all of the Participant’s rights to such unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company.
 
8. Settlement of Restricted Stock Units. Subject to the provisions of the Plan (including, but not limited to, Section 13 of the Plan (Change in Control)), and this Agreement, after the Vesting Date as set forth in Paragraphs 3 or 7, as applicable, vested Restricted Stock Units will be settled in cash as soon as reasonably practicable following the Vesting Date; provided, however, that in no event shall such Restricted Stock Units be settled more than sixty (60) days after such Vesting Date. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Vesting Date. For purposes of this Agreement, the actual date of settlement for the vested Restricted Stock Units shall be known as the “Settlement Date.”
 
9. Tax Liability and Withholding.
 
(a) The Participant may be required to remit to the Company, and the Company shall have the right, subject to Code Section 409A, to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy any obligations for the payment of such withholding taxes.

(b) Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility, and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the Restricted Stock Units; and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units and that the Participant has been advised to consult a tax advisor prior to such vesting or settlement.
 
10. No Right to Continued Director Service. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right with respect to continuing the Participant’s service as a Director with the Company for any period, nor will they interfere in any way with the Participant’s right or the Company’s right (or the right of the Company’s stockholders) to terminate such relationship at any time, with or without cause, to the extent permitted by applicable law. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing to serve as a Director of the Company, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being elected to the Board of Directors or being granted the Award.
 
11. The Plan. This Agreement is subject to all the terms, provisions, and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference.  In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly.  The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Restricted Stock Units subject to all of such terms and conditions.
 
12. Compliance with Laws and Regulations. The award of Restricted Stock Units shall be subject in all respects to all applicable federal and state laws, rules, and regulations and any registration, qualification, approvals, or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable, including all applicable requirements of any stock exchange on which the Company’s shares of Common Stock are listed.
 
13. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered by hand or electronically by e-mail to the party for whom it is intended, (i) if to the Participant, to the current home address or e-mail address on file with the Company or delivered by hand personally to Participant and (ii) if to the Company, to the address of the Company’s corporate headquarters, currently located at 5 Sarnowski Drive, Glenville, New York 12302, or such other address to which the Company has moved its corporate headquarters, to such other address that the Company may specify from time to time in a notice sent to the Participant, in each case Attention: Human Resource Department.

14. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any affiliate of the Company unless otherwise required by law and/or set forth in such other arrangements.
 
15. Beneficiary Designation. The Participant may, pursuant to the Plan and on a form provided by the Company, name one or more beneficiaries to whom vested benefits under this Agreement shall be paid in case of Participant’s death before Participant receives all of such benefits. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.
 
16. Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. The Participant hereby agrees to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to this Agreement or the Plan.
 
17. Section 409A.  This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
 
18. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.  Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.
 
19. Participant Undertaking.  The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the express provisions of this Agreement.

[Signature Page Follows]
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

     
TrustCo Bank Corp NY
       
 
By:
    
       
     
Robert J. McCormick
     
Chairman, President, and CEO
Accepted and agreed to:
  
   
   
Name:
  
Date:
  


Exhibit 13

graphic 

TrustCo Bank Corp NY (the “Company,” or “TrustCo”) is a savings and loan holding company headquartered in Glenville, New York.  The Company is headquartered in the Capital Region of New York State, and its principal subsidiary, Trustco Bank (the “Bank” or “Trustco”), operates 140 community banking offices and 156 Automatic Teller Machines throughout the Bank’s market areas.  The Company serves 5 states and 34 counties with a broad range of community banking services.
 
Financial Highlights

(dollars in thousands, except per share data)
  
Years ended December 31,
  
   
2023
    
2022
    
Percent Change
  
Income:
                  
Net interest income
  
$
171,845
    
$
180,135
      
(4.60
)%
Net Income
    
58,646
      
75,234
      
(22.05
)
Per Share:
                        
Basic earnings
    
3.08
      
3.93
      
(21.63
)
Diluted earnings
    
3.08
      
3.93
      
(21.63
)
Book value at period end
    
33.92
      
31.54
      
7.55
  
Average Balances:
                        
Assets
    
6,036,061
      
6,159,004
      
(2.00
)
Loans, net
    
4,875,166
      
4,551,281
      
7.12
  
Deposits
    
5,219,554
      
5,302,439
      
(1.56
)
Shareholders' equity
    
620,212
      
597,086
      
3.87
  
Financial Ratios:
                        
Return on average assets
    
0.97
 %    
1.22
 %    
(20.49
)
Return on average equity
    
9.46
      
12.60
      
(24.92
)
Consolidated tier 1 capital to:
                        
Total assets (leverage capital ratio)
    
10.78
      
10.39
      
3.75
  
Risk-adjusted assets
    
18.90
      
18.93
      
(0.16
)
Common equity tier 1 capital ratio
    
18.90
      
18.93
      
(0.16
)
Total capital to risk-adjusted assets
    
20.15
      
20.18
      
(0.15
)
Allowance for credit losses on loans to nonperforming loans
    
2.75
 x    
2.63
 x    
4.56
  
Efficiency ratio*
    
56.72
 %    
50.22
 %    
12.94
  
Dividend Payout ratio
    
46.71
      
35.86
      
30.26
  
 
Per Share information of common stock
 
                           
Range of Stock
  
   
Basic
    
Diluted
    
Cash
    
Book
    
Price
  
   
Earnings
    
Earnings
    
Dividend
    
Value
    
High
    
Low
  
                                     
2023
                                    
First quarter
  
$
0.93
    
$
0.93
    
$
0.36
    
$
32.31
    
$
38.70
    
$
31.72
  
Second quarter
    
0.86
      
0.86
      
0.36
      
32.66
      
31.76
      
27.43
  
Third quarter
    
0.77
      
0.77
      
0.36
      
32.80
      
31.11
      
26.50
  
Fourth quarter
    
0.52
      
0.52
      
0.36
      
33.92
      
31.91
      
24.62
  
                                                 
2022
                                                
First quarter
  
$
0.89
    
$
0.89
    
$
0.35
    
$
30.85
    
$
35.70
    
$
31.93
  
Second quarter
    
0.93
      
0.93
      
0.35
      
31.06
      
32.75
      
29.85
  
Third quarter
    
1.01
      
1.01
      
0.35
      
30.89
      
36.09
      
30.39
  
Fourth quarter
    
1.10
      
1.10
      
0.36
      
31.54
      
39.16
      
31.83
  
 
*The Efficiency Ratio is determined by a method other than in accordance with generally accepted accounting principles (“GAAP”). We calculate Efficiency Ratio by dividing total noninterest expenses as determined under GAAP, as adjusted, by net interest income (fully taxable equivalent) and total noninterest income as determined under GAAP, as adjusted. See the Non-GAAP Financial Measures Reconciliation presented herein.

Page 1 of 104
Table of Contents

1
   
3
   
4-34
   
30-32
   
35-37
   
38
   
Consolidated Financial Statements and Notes
39-94
   
39
 
  
41
 
  
42
 
  
43
 
  
44
 
  
45
   
46
   
95-100
   
101-102
   
103
   
104
 
TrustCo Bank Corp NY Mission
 
The Mission of TrustCo Bank Corp NY is to provide an above-average return to our owners in a manner consistent with our commitment to all stakeholders of the Company and its primary subsidiary, Trustco Bank, including customers, employees, community, regulators and shareholders.

Page 2 of 104
graphic
 
President’s Message
Dear Fellow Shareholder,

There was a time when banks constructed their buildings with rows of stone pillars as a demonstration of strength.  Today, we do that with information, in reports like this one.  On the pages that follow, readers will see a picture no less impressive than a granite edifice.  The banking environment in 2023 unquestionably tested our bankers, but in traditional Trustco fashion, our team flourished despite the challenges.  We grew total loans to over $5 billion for the first time in our long history.  We grew total deposits as well, which also exceeded $5 billion at year end.  That symmetry is the result of the effective application of one of our core principles – we fund our lending with our deposits.  We are proud to say that we have no debt or brokered deposits on our books.  That makes us independent and strong – the way we have been since 1902.

Our strength and stability have long attracted customers.  Those who become part of our family are rewarded with industry-leading products and hometown service.  We deliver that service through our network of branches that is now 140 locations lean.  Always looking to improve, this year has seen Trustco Bank open, close, and relocate branches within our service area.  Consequently, we are more efficient and more effective.  As one building block sits on another, the factors of strength, a robust network of physical locations and electronic points of access, and hometown service, all come together in the form of rock-solid customer relationships.  We do not have risky concentrations of deposits from a handful of business sectors.  Rather, we have relationships with individuals and businesses as diverse as the communities that we are proud to serve.  This is, in turn, another source of strength for us.  When other banks lost not only deposits, but customers as well, we were able to grow total deposits and mitigate pressure on net interest margin generating an impressive $58.6 million in net income.

Other metrics also show our strength.  Credit quality is a foundational element of our company.  Nonperforming loans as a percentage of the total loan portfolio were a negligible 0.35% in 2023, down from the previous year.  This is the result of expert underwriting.  Our capital position also is solid.  Our Tier 1 risk-based capital ratio for 2023 was 18.90% - well better than the peer median.  This is the result of focused balance sheet management, which also has resulted in excellent liquidity, which in turn enables us to fund loans without borrowing.  Taken together, these components make up the framework of our strategic vision.

As Your Home Town Bank, supporting the communities in which we operate is part of our corporate culture.  As a company, we have contributed in a meaningful way to organizations focused on issues such as veteran wellness, hunger, and homelessness.  Our team members also contribute their talent, volunteering in these areas, and many more.  The impact of these commitments has been felt from New York’s Capital Region at Ronald McDonald House, to Central Florida, at the Run for Freedom road race in Casselberry, Florida to benefit veterans’ charities.

There can be no doubt that the coming year will present challenges.  All coming years do.  Our company sits on solid footings, fortified over many challenging years, and we are experienced and ready for whatever may come.  As owners of our company, you can rest assured that we are well positioned to make the most of the opportunities that are presented in 2024 and beyond.

Yours sincerely,
 
graphic 
 
Robert J. McCormick
Chairman, President, and Chief Executive Officer
TrustCo Bank Corp NY
 
Page 3 of 104
graphic 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition for 2023, 2022 and 2021.  This discussion should be read in conjunction with our audited financial statements included in “Consolidated Financial Statements and Notes” herein and Part I, Item 1, “Business” set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”).  The following analysis contains forward-looking statements about our future revenues, operating results and expectations.  See “Cautionary Note Regarding Forward-Looking Statements” herein for a discussion of the risks, assumptions and uncertainties affecting these statements, as well as Part I, Item 1A. “Risk Factors” set forth in our 2023 Form 10-K.

For a discussion of a comparison of the years ended December 31, 2022 and December 31, 2021, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein. Unless otherwise indicated, net interest income and net interest margin are presented in this discussion on a non-GAAP, taxable equivalent basis.  See Non-GAAP Financial Measures Reconciliation herein for a reconciliation of such measures to their most directly comparable GAAP measures.  Balances discussed are daily averages unless otherwise described.  Reclassifications of prior year data are made where necessary to conform to the current year’s presentation.

Financial Review

TrustCo made significant progress in 2023 despite a challenging operating environment and mixed economic conditions.  In management’s view, the key results for 2023 are:

•
Net income after taxes was $58.6 million or $3.08 diluted earnings per share in 2023;
 
•
Period-end loans were up $270 million for 2023 compared to the prior year;
 
•
Period-end deposits were up $158 million for 2023 compared to the prior year;
 
•
Nonperforming assets declined $1.7 million or 8.7% to $17.9 million from year-end 2022 to year-end 2023;
 
•
GAAP net interest income and taxable equivalent net interest income (non-GAAP) were each $172 million in 2023;
 
•
At 56.72%, the efficiency ratio remained stronger than our peer group levels (see Non-GAAP Financial Measures Reconciliation); and
 
•
The regulatory capital levels of both the Company and the Bank continued to remain strong as of December 31, 2023, 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, by executing its long-term plan focused on traditional lending criteria and sound balance sheet management.  Achievement of specific business goals such as the continued expansion of loans, along with tight control of operating expenses and manageable levels of nonperforming assets, is fundamental to the long-term success of the Company as a whole.

Return on average equity was 9.46% in 2023 compared to 12.60% in 2022, while return on average assets was 0.97% in 2023 as compared to 1.22% in 2022.

The U.S. economy proved to be resilient during 2023, with growth in the GDP during three out of the four quarters of 2023, and showed signs of strength in consumer spending after seeing a rise in inflation in the prior year. Commencing in March 2022, the Federal Open Market Committee (“FOMC”) increased the target range for the federal funds rate seven times in 2022 by a total of 425 basis points, and four times in 2023 by a total of 100 basis point, for a total of 525 basis points, to a range of 5.25% to 5.50% as of end of 2023.  All of these increases were expressly made in response to inflationary pressures.

For the year ended 2023, the Dow Jones Industrial Average ended up 13.7%, as compared to a decline of 8.8% in 2022.  The S&P 500 Index also was up 24.2% for the year, compared to a decline of 19.4% in 2022.  United States three-month Treasury bills experienced an increase in rates ending the year at 5.45%, 161 basis points ahead of the ten-year Treasury yield at year-end of 3.84%.  These yields compare to 2022 year-end yields of 4.42% for the three-month Treasury bills and 3.88% for the ten-year Treasury bills.  These rates are important to the banking industry because deposit rates tend to track the changes in the shorter-term Treasury markets and the mortgage loan products tend to track with the ten-year Treasury yields.  Beginning in 2023, the yield on the two-year Treasury bond was 4.41% and decreased 15 basis points during the year to close 2023 at 4.26% and the ten-year Treasury bond began 2023 at 3.88% and closed the year down 4 basis points to 3.84% at year-end.  These rate changes have a significant implication to the broader economic cycle and reflect the Federal Reserve Board’s desire to address inflation.

Page 4 of 104
While interest rate cuts are now expected in 2024 as indicated by market forward interest rates, the specific timing of these cuts is uncertain as Federal Reserve policy rate decisions are highly dependent on the level of inflation and strength of the labor market. Outside of inflation, the economic uncertainty and market disruptions of 2023 remain in 2024, including geopolitical tensions from conflict in the Middle East, Russia’s prolonged war in Ukraine, and the strained relationship between the U.S. and China. Moreover, 2024 is an election year, and there are specific risks and uncertainties related to the election and any change in administration that could impact the economy and fiscal and regulatory policy by varying degrees. Multiple mixed signals make navigating the way ahead difficult as evidenced by the volatility in capital markets, variance in interpretation of the Federal Reserve’s messaging, and wide ranges of multiple economic outlooks.

TrustCo, like most other banking organizations, prices its liabilities (deposits and short-term debt) in relation to the shorter end of the Treasury maturity curve.  The average for the three-month treasury was 319 basis points higher in 2023 than in 2022, with the median yield of 5.44% in 2023 up 361 basis points over the median yield in 2022.  These trends generally reflect an increase in the cost for deposit products that price in relation to the short-term treasury market yields.  At the same time the average yield of the ten-year Treasury has increased to 3.96% in 2023, up 101 basis points from 2022 when the average was 2.95%.  Generally longer-term loans are priced consistent with the changes in the ten-year Treasury markets.  These two trends – higher shorter-term rates coupled with an increase in longer-term rates – result in increases of both loan and deposit yields.  With the expected cuts to interest rates this year, we anticipate loan demand will strengthen across our residential loan categories.

On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each placed into receivership.  Additionally, following the rapid withdrawal of deposits and large losses reported by Credit Suisse in Switzerland, Swiss Bank UBS Group AG acquired Credit Suisse in an emergency arrangement brokered by the Swiss government.  Lastly, due to the destabilization of First Republic, the FDIC assisted in arranging a sale of First Republic to JPMorgan Chase on May 1, 2023. In response to the U.S. bank failures in the spring of 2023, the Federal Reserve established a Bank Term Funding Program (“BTFP”) to offer emergency loans of up to one year to eligible depository institutions pledging qualifying assets as collateral.  Nevertheless, the closures of those banks and adverse developments affecting other banks over the course of 2023 have resulted in heightened levels of market activity and volatility. For instance, the share price of a number of regional banks continues to be adversely affected given continuing concerns regarding the liquidity of these banks and the stability of the banking system in general.  The full impact of market volatility from the adverse developments in the banking industry, along with continued elevated interest rates, will depend on future developments, which are highly uncertain and difficult to predict. Our business and financial results may be impacted by a variety of other factors as well, such as a government shutdown, a failure by the federal government to raise the federal debt ceiling, or an economic slowdown or recession.

Additionally, in November 2023, the FDIC adopted a final rule to implement a special assessment on banks with total assets greater than $5.0 billion to recover the cost associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.  The special assessment will be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods, which it estimates will result in total revenue of $16.3 billion. Because (i) the estimated loss pursuant to the systemic risk determination will be periodically adjusted and (ii) assessments collected may change due to corrective amendments to the amount of uninsured deposits reported for the December 31, 2022 reporting period, the FDIC has retained the ability to cease collection early, extend the special assessment collection period one or more quarters beyond the initial eight-quarter collection period to collect the difference between actual or estimated losses and the amounts collected, or impose a final shortfall special assessment on a one-time basis after the receiverships for SVB and Signature Bank terminate. The final rule will be effective April 1, 2024, with the first collection for the special assessment reflected on the invoice for the first quarterly assessment period of 2024 (i.e., January 1 through March 31, 2024), with a payment date of June 28, 2024. There will be no additional cost to TrustCo as a result of uninsured deposits being under $5 billion.

Management believes that TrustCo’s long-term focus on traditional banking services has enabled the Company to avoid significant impact from asset quality problems, and the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with past practices even in these uncertain times.  While we continue to adhere to prudent underwriting standards, should general housing prices and other economic measures, such as unemployment in the Company’s market areas, deteriorate as a result of continued elevated interest rates, financial sector instability, a potential or actual default on the federal debt or other reasons, the Company may experience an increase in the level of credit risk and in the amount of its classified and nonperforming loans.
 
Page 5 of 104
Overview
 
2023 results were marked by significant growth in the Company’s loan portfolio.  The loan portfolio grew to a total of $5.00 billion, an increase of $270 million or 5.7% over the 2022 year-end balance.  Deposits ended 2023 at $5.35 billion, up from $5.19 billion the prior year-end.  Management believes that the increase in deposits was driven by the Banks effective market and pricing strategy.  The year-over-year increase in loans reflects the success the Company has had in attracting customers to the Bank given its array of loan products.  Management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers and continuing to provide added services to existing customers where possible.  Growing the customer base should contribute to continued growth of loans and a renewed growth of deposits, as well as net interest income and non-interest income.

TrustCo earned $58.6 million in net income or $3.08 of diluted earnings per share for the year ended December 31, 2023, compared to $75.2 million in net income or $3.93 of diluted earnings per share for the year ended December 31, 2022.

During 2023, the following items had a significant effect on net income:
 
•
A decrease of $8.3 million in net interest income from 2022 to 2023 primarily as a result of the increase in interest expense as a result of the current interest rate environment;
 
•
an increase in the provision for credit losses of $1.6 million;

•
a decrease in non-interest income of $945 thousand; and

•
an increase in non-interest expense of $11.0 million.

Management believes that TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2023 and 2022, including:
 
•
Tier 1 risk-based capital ratio of 18.90% for 2023 and 18.93% for 2022, compared to medians of 12.01% in 2023 and 12.22% in 2022 for a peer group comprised of all publicly traded banks and thrifts tracked by S&P Global Market Intelligence with assets of $2 billion to $10 billion, and

•
an efficiency ratio, as calculated by S&P Global Market Intelligence, of 56.72% for 2023 and 50.22% for 2022, compared to the peer group medians of 60.85% in 2023 and 56.32% in 2022.

During 2023, TrustCo’s results were affected by strong loan growth and a changing interest rate environment.  Average loan balances increased 7.1% from 2022 to 2023, while the total of average Federal Funds Sold and other short-term investments, available for sale securities and held to maturity securities decreased 29.4%. Average net loans increased to 82.5% of average earning assets in 2023 from 75.7% in 2022.  On average for 2023, non-maturity deposits were 72.5% of total deposits, down from 81.6% in 2022.  Overall, the cost of interest-bearing liabilities increased 105 basis points to 1.19% in 2023 as compared to 2022. The Company has traditionally sought to maintain a high liquidity position and taken a conservative stance in its investment portfolio through the use of relatively short-term securities.

As discussed previously, market interest rates moved significantly during the course of 2022 and into 2023, with shorter-term three-month treasury rates increasing year over year while the longer term ten-year rates decreased slightly, resulting in the slope of the yield curve remaining negative during 2023.  The average daily spread between the ten-year Treasury and the two-year Treasury was negative 0.63 basis points in 2023, down from an average of negative 4 basis points in 2022.  The spread between the ten-year Treasury and the two-year Treasury changed throughout the year but still ended 2023 at a negative 42 basis points. Generally, a more positive slope in the yield curve is beneficial for the Company’s earnings derived from its core mix of loans and deposits; however, the increase in the shorter-term Treasury rates and a decrease in the longer-term rates, resulted in a further inverted yield curve from the prior year, an indication of a possible recession.

Page 6 of 104
The tables below illustrate the range of key Treasury bond interest rates during 2023 and 2022.

   
3 Month T Bill (BEY)
    
2 Year T Note
    
5 Year T Note
    
10 Year T Note
    
10 Year - 2 Year
  
   
Yield(%)
    
Yield(%)
    
Yield(%)
    
Yield(%)
    
Spread(%)
  
2023
                              
Beginning of Year
    
4.42
      
4.41
      
3.99
      
3.88
      
(0.53
)
Peak
    
5.63
      
5.19
      
4.95
      
4.98
      
(0.13
)
Trough
    
4.52
      
3.75
      
3.29
      
3.30
      
(1.08
)
End of Year
    
5.45
      
4.26
      
3.83
      
3.84
      
(0.42
)
Average
    
5.28
      
4.58
      
4.06
      
3.96
      
(0.63
)
Median
    
5.44
      
4.68
      
4.06
      
3.86
      
(0.65
)
                                         
2022
                                        
Beginning of Year
    
0.06
      
0.73
      
1.26
      
1.52
      
0.79
  
Peak
    
4.46
      
4.72
      
4.45
      
4.25
      
0.89
  
Trough
    
0.08
      
0.77
      
1.37
      
1.63
      
(0.84
)
End of Year
    
4.42
      
4.41
      
3.99
      
3.88
      
(0.53
)
Average
    
2.09
      
2.99
      
3.00
      
2.95
      
(0.04
)
Median
    
1.83
      
3.03
      
3.00
      
2.96
      
(0.01
)

Source: www.treasury.gov

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.

The Company remains focused on building its customer relationships, and deposits and loans throughout its branch network, with a particular emphasis on the newest branches added to our network in recent years.

The Company continually looks for opportunities to open new offices each year by filling in or extending existing markets.  The Company has experienced continued growth in all markets as measured by the growth in our loan balances.  Branches in all geographies have the same products and features found at other Trustco Bank locations.  Additionally, over the last several years the Company has made significant investments in the online and mobile banking platforms, including new automated tools.  With a combination of competitive rates, excellent service, technology, and convenient locations, management believes that as branches mature, they will continue to attract deposit and loan customers.  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 Company also took the opportunity in 2023 to close and relocate several underperforming branches.

Asset/Liability Management
 
In managing its balance sheet, TrustCo utilizes funding and capital sources within 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 97.9% and 97.7% of average total assets for 2023 and 2022, respectively.

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

Page 7 of 104
TrustCo’s objectives in managing its balance sheet are to limit the sensitivity of net interest income to actual or potential changes in interest rates and to enhance profitability through strategies that should provide sufficient reward for predicted and controlled risk.  The Company is deliberate in its efforts to maintain adequate liquidity under prevailing and projected economic conditions and to maintain an efficient and appropriate mix of core deposit relationships.  The Company relies on traditional banking investment instruments and its large base of core deposits to help in asset and 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 change assumptions to determine expected impact on net interest income.

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.  From December 2015 through December 2018, the U.S. Federal Reserve Board increased its federal funds target rate from a range of 0.00% - 0.25% to a range of 2.25% - 2.50%. Beginning in the second half of 2019, the Federal Reserve Board began lowering the rate in response to a slowing economy.  During the first quarter of 2020 the rate was significantly decreased again as a result of the global pandemic related to COVID-19, and returned the range of 0.00% to 0.25%.  However, in an effort address the rising rate of inflation, the Federal Funds rate increased to a range of 5.25% to 5.50% by the end of 2023.

The yield on the ten-year Treasury bond remained relatively flat decreasing by only 4 basis points from 3.88% at the beginning of 2023 to the year‑end level of 3.84%.  The rate on the ten-year Treasury bond and other long-term interest rates have a significant influence on the rates offered for new residential real estate loans.  These changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and on other short-term instruments, as well as the interest expense on deposits and borrowings.  Residential real estate loans and longer‑term investments are most affected by the changes in longer-term market interest rates such as the ten‑year Treasury.  The Federal Funds sold portfolio and other short‑term investments are affected primarily by changes in the Federal Funds target rate.  Deposit interest rates are most affected by short term market interest rates.  Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value.  Generally, as market interest rates decrease, the fair value of the securities will increase 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.  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.  The Company continued to originate loans for sale into the secondary market throughout 2023.  We believe that this has allowed the Company to have greater flexibility with respect to mortgage rate volatility and the loans we choose to include in our portfolio.  Higher market interest rates also generally increase the value of retail deposits.

The increase in the Federal Funds target range throughout 2022 and the first half of 2023, as well as the continued elevated interest rates in the second half of 2023, continues to have a positive impact on earnings and on the Company’s cash position.  The net effect of market changes in interest rates during 2020 was that yields earned on both the investment portfolios and loans remained quite low in 2020 and 2021 relative to historic levels, which also had driven down deposit costs.  However, as interest rates have increased throughout 2022 and remained elevated in 2023, we experienced increased yields on our Federal Fund Sold and other short-term investments, investment portfolios, loans, and deposits.

Earning Assets
 
Average earning assets during 2023 were $5.9 billion, which was a decrease of $104.5 million from 2022.  This decrease was primarily the result of a decrease in Federal Funds Sold and other short-term investments of $448.0 million, partially offset by increases in net loans on $323.9 million and securities available for sale of $21.0 million. The increase in the average loan portfolio is the result of an increase in all loan categories with residential mortgage loans in the forefront.  TrustCo continues to prioritize the growth of residential real estate loans throughout the TrustCo Bank branch network through an effective marketing campaign, competitive rates, and closing costs.

Total average assets were $6.0 billion for 2023 and $6.2 billion for 2022.

Page 8 of 104
The table “Mix of Average Earning Assets” shows how the mix of the earning assets has changed over the last three years.  While the growth in earning assets is critical to improved profitability, changes in the mix also have a significant impact on income levels, as discussed below.

MIX OF AVERAGE EARNING ASSETS

(dollars in thousands)
                    
2023
    
2022
    
Components of
  
                     
vs.
    
vs.
    
Total Earning Assets
  
   
2023
    
2022
    
2021
    
2022
    
2021
    
2023
    
2022
    
2021
  
Loans, net
  
$
4,875,166
    
$
4,551,281
    
$
4,336,834
    
$
323,885
    
$
214,447
      
82.5
%
    
75.7
%
    
73.2
  
                                                                 
Securities available for sale (1):
                                                                
U.S. government sponsored enterprises
    
121,574
      
89,557
      
63,743
      
32,017
      
25,814
      
2.1
      
1.5
      
1.1
  
State and political subdivisions
    
33
      
41
      
48
      
(8
)
    
(7
)
    
-
      
-
      
-
  
Mortgage-backed securities and collateralized mortgage obligations-residential
    
275,565
      
284,901
      
308,777
      
(9,336
)
    
(23,876
)
    
4.7
      
4.7
      
5.2
  
Corporate bonds
    
82,865
      
78,266
      
53,699
      
4,599
      
24,567
      
1.4
      
1.3
      
0.9
  
Small Business Administration-guaranteed participation securities
    
20,410
      
26,679
      
35,723
      
(6,269
)
    
(9,044
)
    
0.3
      
0.4
      
0.6
  
Other
    
686
      
686
      
685
      
-
      
1
      
-
      
-
      
-
  
Total securities available for sale
    
501,133
      
480,130
      
462,675
      
21,003
      
17,455
      
8.5
      
7.9
      
7.8
  
                                                                 
Held-to-maturity securities:
                                                                
Mortgage-backed securities and collateralized mortgage obligations-residential
    
7,053
      
8,647
      
11,733
      
(1,594
)
    
(3,086
)
    
0.1
      
0.1
      
0.2
  
Total held-to-maturity securities
    
7,053
      
8,647
      
11,733
      
(1,594
)
    
(3,086
)
    
0.1
      
0.1
      
0.2
  
                                                                 
Federal Reserve Bank and Federal Home Loan Bank stock
    
6,018
      
5,749
      
5,578
      
269
      
171
      
0.1
      
0.1
      
0.1
  
Federal funds sold and other short-term investments
    
521,021
      
969,043
      
1,111,257
      
(448,022
)
    
(142,214
)
    
8.8
      
16.2
      
18.7
  
                                                                 
Total earning assets
  
$
5,910,391
    
$
6,014,850
    
$
5,928,077
    
$
(104,459
)
  
$
86,773
      
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 2023, the Company experienced another year of significant loan growth.  The $269.7 million increase or 5.7% in the Company’s gross loan portfolio from December 31, 2022 to December 31, 2023 was due to higher balances in all loan categories.  Average loans increased $323.9 million during 2023 to $4.88 billion.  Interest income on the loan portfolio increased to $187.5 million in 2023 from $162.2 million in 2022.  The average yield increased 28 basis points to 3.84% in 2023 compared to 3.56% in 2022.

Page 9 of 104
LOAN PORTFOLIO
 
(dollars in thousands)
  
As of December 31,
                          
   
2023
    
2022
    
2021
                          
   
Amount
  
Percent
    
Amount
  
Percent
    
Amount
  
Percent
                          
Commercial
  
$
252,479
    
5.0
%
  
$
208,737
    
4.4
%
  
$
180,814
    
4.1
%
                        
Real estate - construction
    
29,053
    
0.6
      
36,351
    
0.8
      
37,279
    
0.8
                          
Real estate - mortgage
    
4,357,046
    
87.2
      
4,189,374
    
88.5
      
3,980,294
    
89.7
                          
Home equity lines of credit
    
347,415
    
6.9
      
286,432
    
6.0
      
230,976
    
5.2
                          
Installment loans
    
16,886
    
0.3
      
12,307
    
0.3
      
9,416
    
0.2
                          
Total loans
    
5,002,879
    
100.0
%
    
4,733,201
    
100.0
%
    
4,438,779
    
100.0
%
                        
Less: Allowance for loan losses
  
48,578
            
46,032
            
44,267
                                
Net loans (1)
  
$
4,954,301
          
$
4,687,169
          
$
4,394,512
                                
                                                                   
   
Average Balances
  
   
2023
     2022
     2021
     2020
     2019
  
   
Amount
  
Percent
    
Amount
  
Percent
    
Amount
  
Percent
    
Amount
    
Percent
    
Amount
    
Percent
  
Commercial
  
$
234,011
    
4.8
%
  
$
185,314
    
4.1
%
  
$
193,370
    
4.5
%
  
$
203,314
      
4.9
%
  
$
176,165
      
4.5
%
Real estate - construction
    
32,702
    
0.7
      
36,815
    
0.8
      
31,014
    
0.7
      
26,641
      
0.6
      
27,728
      
0.7
  
Real estate - mortgage
    
4,279,194
    
87.8
      
4,065,135
    
89.3
      
3,870,097
    
89.2
      
3,667,909
      
88.2
      
3,433,683
      
87.4
  
Home equity lines of credit
    
313,914
    
6.4
      
254,168
    
5.6
      
233,628
    
5.4
      
255,583
      
6.1
      
277,905
      
7.1
  
Installment loans
    
15,345
    
0.3
      
9,849
    
0.2
      
8,725
    
0.2
      
9,952
      
0.2
      
10,718
      
0.3
  
                                                                           
Total loans
    
4,875,166
    
100.0
%
    
4,551,281
    
100.0
%
    
4,336,834
    
100.0
%
    
4,163,399
      
100.0
%
    
3,926,199
      
100.0
%
Less: Allowance for loan losses
    
46,971
            
46,124
            
49,421
            
47,330
              
44,639
          
Net loans (1)
  
$
4,828,195
          
$
4,505,157
          
$
4,287,413
          
$
4,116,069
            
$
3,881,560
          

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

Through marketing, pricing, and a customer-friendly service delivery network, TrustCo has attempted to distinguish itself from other mortgage lenders by highlighting the uniqueness of its loan products, and also by offering competitive interest rates to expand the loan portfolio.  Specifically, low closing costs, no escrow or private mortgage insurance for qualified borrowers, quick loan decisions, and fast closings were identified and marketed.  The average balance of residential real estate mortgage loans was approximately $4.29 billion in 2023 and approximately $4.08 billion in 2022.  Income on residential real estate loans increased to $154.2 million in 2023 from $140.4 million in 2022.  The yield on the portfolio increased from 3.44% in 2022 to 3.60% in 2023.  The vast majority of TrustCo’s real estate loans are secured by properties within the Bank’s market areas.

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 increased by $49.5 million from $206.1 million in 2022 to $255.7 million in 2023.  Average commercial loans included $21.0 million and $22.3 million of commercial real estate construction loans in 2023 and 2022, respectively.  The average yield on the commercial loan portfolio increased to 5.20% for 2023 from 4.93% in 2022, primarily as a result of higher interest rates on originations and repricing of variable rate loans due to the current rate environment.  Interest income on commercial loans was $13.3 million in 2023 compared to $10.2 million in 2022, up also primarily as a result of the interest rate environment and more originations.

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 areas. TrustCo’s commercial loan portfolio contains no foreign loans, nor does it contain any significant concentrations of credit to any single borrower or industry.  The Capital Region commercial loan portfolio reflects the diversity of businesses found in the market area, including light manufacturing, retail, service, and real estate-related businesses.  Commercial loans made in the downstate New York market area and in the central Florida market area also reflect the businesses in those areas, with a focus on real estate.  TrustCo strives to maintain strong asset quality in all segments of its loan portfolio, especially commercial loans.  There is significant competition for commercial loans in the Bank’s market regions.

TrustCo has a strong position in the home equity credit line product in its market area.  During 2023, the average balance of home equity credit lines was $313.9 million, an increase from $254.2 million in 2022.  Trustco Bank competes with both regional and national companies for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans.  TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive while meeting evolving needs.  TrustCo’s average yield on this portfolio was 6.03% for 2023 and 4.31% for 2022 reflecting increases in the prime lending rate that occurred in 2022 and 2023.  Interest income on home equity credit lines increased from $11.0 million in 2022 to $18.9 million in 2023.  Management expects that the anticipated decline in interest rates during 2024 should increase demand for residential mortgages.

Page 10 of 104
At December 31, 2023 and 2022, the Company had approximately $29.1 million and $36.4 million of real estate construction loans, respectively.  Of the $29.1 million in real estate construction loans at December 31, 2023, approximately $8.0 million was secured by first mortgages to residential borrowers with the remaining $21.1 million were loans to commercial borrowers for residential construction projects.  Of the $36.4 million in real estate construction loans at December 31, 2022, approximately $14.1 million was secured by first mortgages to residential borrowers with the remaining $22.3 million comprised of loans to commercial borrowers for residential construction projects.  The vast majority of the Company’s construction loans are in the Company’s New York market.
 
LOAN MATURITY SCHEDULE
 
The following table sets forth the maturities of our loan portfolio at December 31, 2023.  Loans having no stated maturity and overdrafts are shown as due in one year or less.  Loans are stated in the following table at contractual maturity and actual maturities could differ due to prepayments.

(dollars in thousands)
  
Amounts Due:
  
                           
Total Due
        
   
Within 1 Year
    
1 to 5 Years
    
5 to 15 Years
    
Over 15 Years
    
After 1 Year
    
Total
  
Commercial
  
$
13,061
    
$
56,674
    
$
162,728
    
$
19,792
    
$
239,194
    
$
252,255
  
Commercial - other
    
6,776
      
8,411
      
6,056
      
17
      
14,484
      
21,260
  
First Mortgage
    
10,728
      
11,811
      
491,677
      
3,792,889
      
4,296,377
      
4,307,105
  
Home Equity Loans
    
63

   
2,163
      
25,403
      
30,329
      
57,895
      
57,958
  
Home Equity Lines of Credit
    
2,316
      
172,845
      
107,408
      
64,846
      
345,099
      
347,415
  
Installment
    
1,671
      
11,763
      
3,452
      
-
      
15,215
      
16,886
  
   
$
34,455
    
$
263,667
    
$
796,724
    
$
3,908,033
    
$
4,968,264
    
$
5,002,879
  
 
The following table shows the loans as of December 31, 2023 due after December 31, 2024 according to type and loan category:

         
Floating or
        
(dollars in thousands)
  
Fixed Rates
    
Adjustable Rates
    
Total
  
                   
Commercial
  
$
239,194
    
$
-
    
$
239,194
  
Commercial - other
    
14,484
      
-
      
14,484
  
First Mortgage
    
4,296,377
      
-
      
4,296,377
  
Home Equity Loans
    
57,895
      
-
      
57,895
  
Home Equity Lines of Credit
    
140
      
344,959
      
345,099
  
Installment
    
15,215
      
-
      
15,215
  
   
$
4,623,305
    
$
344,959
    
$
4,968,264
  



Page 11 of 104
INVESTMENT SECURITIES
 
The following table sets forth the amortized cost and fair value of our securities portfolio at the dates indicated:
 
(dollars in thousands)
  
As of December 31,
  
   
2023
    
2022
    
2021
  
   
Amortized
    
Fair
    
Amortized
    
Fair
    
Amortized
    
Fair
  
   
Cost
    
Value
    
Cost
    
Value
    
Cost
    
Value
  
Securities available for sale:
                                    
U. S. government sponsored enterprises
  
$
121,728
    
$
118,668
    
$
124,123
    
$
118,187
    
$
59,976
    
$
59,179
  
State and political subdivisions
    
26
      
26
      
34
      
34
      
41
      
41
  
Mortgage backed securities and collateralized mortgage obligations-residential
    
263,182
      
237,677
      
291,431
      
260,316
      
269,907
      
270,798
  
Corporate bonds
    
80,150
      
78,052
      
85,641
      
81,346
      
45,805
      
45,337
  
Small Business Adminstration-guaranteed participation securities
    
18,740
      
17,186
      
23,115
      
20,977
      
31,303
      
31,674
  
Other
    
687
      
680
      
686
      
653
      
685
      
684
  
Total securities available for sale
    
484,513
      
452,289
      
525,030
      
481,513
      
407,717
      
407,713
  
Held to maturity securities:
                                                

                                               
Mortgage backed securities and collateralized mortgage obligations-residential
    
6,458
      
6,396
      
7,707
      
7,580
      
9,923
      
10,695
  
Total held to maturity securities
    
6,458
      
6,396
      
7,707
      
7,580
      
9,923
      
10,695
  
Total investment securities
  
$
490,971
    
$
458,685
    
$
532,737
    
$
489,093
    
$
417,640
    
$
418,408
  
 
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 increasing interest rate environment.  The securities available for sale portfolio is managed under a policy detailing the types and characteristics acceptable in the portfolio.  Mortgage backed securities and collateralized mortgage obligations held in the portfolio include only pass‑throughs issued by United States government agencies or sponsored enterprises.

Holdings of various types of securities may vary from year‑to‑year depending on management’s assessment of relative risk and reward, and also due to the timing of calls, maturities, prepayments and purchases.  Holdings of both municipal and corporate securities are subject to additional monitoring requirements under current regulations, adding to the costs of owning those securities.

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

The designation of securities as “available for sale” is made at the time of purchase, based upon management’s intent and ability to hold the securities for an indefinite period of time.  These securities are available for sale in response to changes in market interest rates, related changes in prepayment risk, needs for liquidity, or changes in the availability of and yield on alternative investments.  At December 31, 2023, 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, 2023, 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, 2023 the Company did not consider any of the unrealized losses to be other than temporary.

At December 31, 2023, the carrying value of securities available for sale amounted to $452.3 million, compared to $481.5 million at year-end 2022.  For 2023, the average balance of securities available for sale was $501.1 million with an average yield of 2.27%, compared to an average balance in 2022 of $480.1 million with an average yield of 1.97%.  The taxable equivalent income earned on the securities available for sale portfolio in 2023 was $11.4 million, compared to $9.4 million earned in 2022.

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, 2023, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $286 thousand and gross unrealized losses of approximately $32.5 million.  At December 31, 2022, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $35 thousand and gross unrealized losses of approximately $43.6 million.   As previously noted, in both periods, unrealized losses were related to market interest rate levels and were not credit related.

Page 12 of 104
Held to Maturity Securities

At December 31, 2023, the Company held $6.5 million of held to maturity securities, compared to $7.7 million at December 31, 2022.  For 2023, the average balance of held to maturity securities was $7.1 million, compared to $8.6 million in 2022.  Similar to securities available for sale, cash flow from these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds Sold and other short-term investments to fund future loan growth or future investment opportunities.  The average yield on held to maturity securities increased slightly from 3.97% in 2022 to 4.20% in 2023 due primarily to normal pay downs and prepayments on the mortgage-backed securities held in the portfolio.  Interest income on held to maturity securities declined from $343 thousand in 2022 to $296 thousand in 2023, 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, 2023 was $6.4 million.

The designation of securities as “held to maturity” is made at the time of purchase, based upon management’s intent and ability to hold the securities until final maturity.  At December 31, 2023 there were $136 thousand of unrecognized losses and $74 thousand of unrecognized gains on securities in this portfolio.

Securities Gains

During 2023, 2022 and 2021, TrustCo did not recognize any net gains from securities transactions.  There were no sales or transfers of held to maturity securities in 2023, 2022 or 2021.

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 pledged totaled $155.3 million, which results in $303.4 million in unpledged securities.  In addition to unpledged securities, TrustCo had $578.0 million of cash and cash equivalents and borrowing capacity of $938.6 million as of December 31, 2023.

Page 13 of 104
SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)
  
As of December 31, 2023
  
   
Maturing:
  
         
After 1
    
After 5
              
   
Within
    
But Within
    
But Within
    
After
        
Debt securities available for sale:
  
1 Year
    
5 Years
    
10 Years
    
10 Years
    
Total
  
                               
U. S. government sponsored enterprises
                              
Amortized cost
  
$
40,000
    
$
81,728
    
$
-
    
$
-
    
$
121,728
  
Fair Value
    
39,639
      
79,029
      
-
      
-
      
118,668
  
Weighted average yield
    
1.98
%
    
2.88
      
-
      
-
      
2.63
  
State and political subdivisions
                                        
Amortized cost
  
$
8
      
18
      
-
      
-
      
26
  
Fair Value
    
8
      
18
      
-
      
-
      
26
  
Weighted average yield
    
5.23
%
    
5.28
      
-
      
-
      
5.27
  
Mortgage backed securities and collateralized mortgage obligations-residential
                                        
Amortized cost
  
$
1,635
      
121,319
      
140,228
      
-
      
263,182
  
Fair Value
    
1,570
      
111,056
      
125,051
      
-
      
237,677
  
Weighted average yield
    
-
%
    
2.33
      
3.02
      
-
      
2.68
  
Corporate bonds
                                        
Amortized cost
  
$
30,057
      
50,093
      
-
      
-
      
80,150
  
Fair Value
    
29,781
      
48,271
      
-
      
-
      
78,052
  
Weighted average yield
    
2.77
%
    
2.59
      
-
      
-
      
2.65
  
Small Business Administration-guaranteed participation securities
                                        
Amortized cost
  
$
-
      
18,740
      
-
      
-
      
18,740
  
Fair Value
    
-
      
17,186
      
-
      
-
      
17,186
  
Weighted average yield
    
-
%
    
2.21
      
-
      
-
      
2.21
  
Mortgage backed securities and collateralized mortgage obligations-commercial
                                        
Amortized cost
  
$
-
      
-
      
-
      
-
      
-
  
Fair Value
    
-
      
-
      
-
      
-
      
-
  
Weighted average yield
    
-
%
    
-
      
-
      
-
      
-
  
Other
                                        
Amortized cost
  
$
637
      
50
      
-
      
-
      
687
  
Fair Value
    
631
      
49
      
-
      
-
      
680
  
Weighted average yield
    
1.23
%
    
3.18
      
-
      
-
      
1.37
  
Total securities available for sale
                                        
Amortized cost
  
$
72,337
    
$
271,948
    
$
140,228
    
$
-
    
$
484,513
  
Fair Value
  
$
71,629
    
$
255,609
    
$
125,051
    
$
-
    
$
452,289
  
Weighted average yield
    
2.60
%
    
2.53
      
3.02
      
-
      
2.64
  
                                         
Held to maturity securities:
                                        
Mortgage backed securities and collateralized mortgage obligations-residential
                                        
Amortized cost
    
-
      
109
      
2,339
      
4,010
      
6,458
  
Fair Value
    
-
      
107
      
2,217
      
4,072
      
6,396
  
Weighted average yield
    
-
%
    
3.31
      
2.92
      
5.58
      
4.37
  
Corporate bonds
                                        
Amortized cost
    
-
      
-
      
-
      
-
      
-
  
Fair Value
    
-
      
-
      
-
      
-
      
-
  
Weighted average yield
    
-
%
    
-
      
-
      
-
      
-
  
Total held to maturity securities
                                        
Amortized cost
  
$
-
    
$
109
    
$
2,339
    
$
4,010
    
$
6,458
  
Fair Value
  
$
-
    
$
107
    
$
2,217
    
$
4,072
    
$
6,396
  
Weighted average yield
    
-
%
    
3.31
      
2.92
      
5.58
      
4.37
%

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 for TrustCo to monitor both maturity dates and call dates.  The level of calls in 2020 was higher than the 2021, 2022 and 2023 levels due to the significant reduction in interest rates in early 2020 as a result of the pandemic.  Given the current interest rate environment, the probability of future calls will depend 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, 2023.  Mortgage backed securities, collateralized mortgage obligations and Small Business Administration securities are reported using an estimate of average life.  Actual maturities may differ from contractual maturities because of securities’ prepayments and the right of certain issuers to call or prepay their obligations without penalty.  The table, “Securities Portfolio Maturity Distribution and Yield,” shows the distribution of maturities for each of the securities portfolios, based on final maturity, as well as the average yields at December 31, 2023 on each type/maturity grouping.
 
Page 14 of 104
SECURITIES PORTFOLIO MATURITY AND CALL DATE DISTRIBUTION
 
Debt securities available for sale:
 
(dollars in thousands)
  
As of December 31, 2023
  
   
Based on
    
Based on
  
   
Final Maturity
    
Call Date
  
   
Amortized
    
Fair
    
Amortized
    
Fair
  
   
Cost
    
Value
    
Cost
    
Value
  
Within 1 year
  
$
70,700
    
$
70,059
    
$
179,012
    
$
174,428
  
1 to 5 years
    
133,276
      
128,683
      
165,272
      
152,810
  
5 to 10 years
    
82,172
      
76,061
      
140,229
      
125,051
  
After 10 years
    
198,365
      
177,486
      
-
      
-
  
Total debt securities available for sale
  
$
484,513
    
$
452,289
    
$
484,513
    
$
452,289
  
 
Held to maturity securities:
 
(dollars in thousands)
  
As of December 31, 2023
  
   
Based on
    
Based on
  
   
Final Maturity
    
Call Date
  
   
Amortized
    
Fair
    
Amortized
    
Fair
  
   
Cost
    
Value
    
Cost
    
Value
  
Within 1 year
  
$
-
    
$
-
    
$
-
    
$
-
  
1 to 5 years
    
109
      
107
      
3,371
      
3,247
  
5 to 10 years
    
2,339
      
2,217
      
3,087
      
3,149
  
After 10 years
    
4,010
      
4,072
      
-
      
-
  
Total held to maturity securities
  
$
6,458
    
$
6,396
    
$
6,458
    
$
6,396
  
 
Federal Funds Sold and Other Short-term Investments
 
During 2023, the average balance of Federal Funds sold and other short-term investments was $521 million, a decrease from $969 million in 2022.  The average rate earned on these assets was 5.10% in 2023 and 1.47% in 2022. TrustCo utilizes this category of earning assets as a means of maintaining strong liquidity.  The Federal Funds sold and other short-term investments portfolio is significantly affected by changes in the target Federal Funds rate, as are virtually all short-term interest-sensitive instruments.

The year-end balance of Federal Funds sold and other short-term investments was approximately $529 million for 2023, compared to $607 million at year-end 2022.  While yields on investment securities with acceptable risk characteristics were insufficient to justify shifting overnight liquidity into other investment types during 2023, some funds were shifted into higher yielding loans.  Management will continue to evaluate the overall level of Federal Funds sold and other short-term investments in 2024 and will make appropriate adjustments based upon market opportunities and interest rates.
 
Funding Sources
 
TrustCo utilizes various traditional sources of funds to support its earning asset portfolio.  The table, “Mix of Average Sources of Funding,” presents the various categories of funds used and the corresponding average balances for each of the last three years.

Page 15 of 104
Deposits: Average total deposits were approximately $5.2 billion in 2023, compared to approximately $5.3 billion in 2022, a decrease of $82.9 million.  Changes in deposit categories (average balances 2023 versus 2022) included: demand deposits down $54.9 million, interest-bearing checking deposits down $122.4 million, savings down $229.0 million, money market down $139.5 million and time deposits up $462.9 million.  While many customers remain in one product type for many years, others may move funds between product types to maximize the yield earned or as a result of increased or decreased liquidity needs.  The balance in time deposits over $250 thousand is not the result of any incentive pricing as TrustCo does not offer premium rates on large certificates of deposit.

The Company has been proactive in retaining deposits, which is evident since total deposits have increased since December 31, 2022.  Total deposits as of December 31, 2023 increased $158.0 million to $5.35 billion from December 31, 2022.  As we move forward, TrustCo’s objective is to continue to encourage customers to retain these funds in the expanded product offerings of the Bank through aggressive marketing and product differentiation.  The Company understood the big inflows of deposits during the pandemic were temporary and that is why it did not invest that liquidity into securities or loans, but instead retained that liquidity on the balance sheet for when depositors would start to absorb the funds. This gave the Company flexibility to strategically price deposits while retaining core customers.
 
MIX OF AVERAGE SOURCES OF FUNDING
 
(dollars in thousands)
                    
2023
    
2022
    
Components of
  
                     
vs.
    
vs.
    
Total Funding
  
   
2023
    
2022
    
2021
    
2022
    
2021
    
2023
    
2022
    
2021
  
                                                 
Retail deposits
                                                
Demand deposits
  
$
784,021
    
$
838,944
    
$
750,111
    
$
(54,923
)
  
$
88,833
      
14.7
%
    
15.3
%
    
13.8
 %
Savings
    
1,323,995
      
1,553,016
      
1,397,432
      
(229,021
)
    
155,584
      
24.8
      
28.3
      
25.8
  
Time deposits under $250 thousand
    
1,057,048
      
755,842
      
964,541
      
301,206
      
(208,699
)
    
19.8
      
13.8
      
17.8
  
Interest bearing checking accounts
    
1,067,972
      
1,190,337
      
1,134,702
      
(122,365
)
    
55,635
      
20.0
      
21.7
      
20.9
  
Money market deposits
    
606,230
      
745,714
      
739,139
      
(139,484
)
    
6,575
      
11.4
      
13.6
      
13.6
  
Total retail deposits
    
4,839,266
      
5,083,853
      
4,985,925
      
(244,587
)
    
97,928
      
90.7
      
92.7
      
91.9
  
Time deposits over $250 thousand
    
380,288
      
218,586
      
202,422
      
161,702
      
16,164
      
7.1
      
4.0
      
3.7
  
Short-term borrowings
    
114,639
      
177,599
      
232,815
      
(62,960
)
    
(55,216
)
    
2.2
      
3.3
      
4.4
  
Total purchased liabilities
    
494,927
      
396,185
      
435,237
      
98,742
      
(39,052
)
    
9.3
      
7.3
      
8.1
  
Total sources of funding
  
$
5,334,193
    
$
5,480,038
    
$
5,421,162
    
$
(145,845
)
  
$
58,876
      
100.0
%
    
100.0
      
100.0
  

Page 16 of 104
AVERAGE BALANCES, YIELDS AND NET INTEREST MARGINS
 
(dollars in thousands)
  
2023
    
2022
    
2021
  
         
Interest
                
Interest
                
Interest
        
   
Average
    
Income/
    
Average
    
Average
    
Income/
    
Average
    
Average
    
Income/
    
Average
  
   
Balance
    
Expense
    
Rate
    
Balance
    
Expense
    
Rate
    
Balance
    
Expense
    
Rate
  
Assets
                                                      
Loans, net
  
$
4,875,166
    
$
187,456
      
3.84
%
  
$
4,551,281
    
$
162,214
      
3.56
%
  
$
4,336,834
    
$
159,168
      
3.67
%
                                                                         
Securities available for sale:
                                                                        
U.S. government sponsored enterprises
    
121,574
      
2,805
      
2.31
      
89,557
      
1,405
      
1.57
      
63,743
      
314
      
0.49
  
State and political subdivisions
    
33
      
2
      
6.71
      
41
      
2
      
6.66
      
48
      
2
      
6.56
  
Mortgage backed securities and collateralized mortgage obligations-residential
    
275,565
      
6,146
      
2.23
      
284,901
      
5,677
      
1.99
      
308,777
      
4,515
      
1.46
  
Corporate bonds
    
82,865
      
1,987
      
2.40
      
78,266
      
1,804
      
2.31
      
53,699
      
1,065
      
1.98
  
Small Business Administration- guaranteed participation securities
    
20,410
      
437
      
2.14
      
26,679
      
551
      
2.07
      
35,723
      
745
      
2.09
  
Other
    
686
      
10
      
1.46
      
686
      
9
      
1.31
      
685
      
20
      
2.92
  
Total securities available for sale
    
501,133
      
11,387
      
2.27
      
480,130
      
9,448
      
1.97
      
462,675
      
6,661
      
1.44
  
Held to maturity securities:
                                                                        
Mortgage backed securities and collateralized mortgage obligations-residential
    
7,053
      
296
      
4.20
      
8,647
      
343
      
3.97
      
11,733
      
435
      
3.71
  
Total held to maturity securities
    
7,053
      
296
      
4.20
      
8,647
      
343
      
3.97
      
11,733
      
435
      
3.71
  
Federal Reserve Bank and Federal Home Loan Bank stock
    
6,018
      
500
      
8.31
      
5,749
      
305
      
5.31
      
5,578
      
260
      
4.66
  
Federal funds sold and other short-term investments
    
521,021
      
26,567
      
5.10
      
969,043
      
14,292
      
1.47
      
1,111,257
      
1,458
      
0.13
  
Total interest earning assets
    
5,910,391
      
226,206
      
3.83
%
    
6,014,850
      
186,602
      
3.10
%
    
5,928,077
      
167,982
      
2.83
%
Allowance for loan losses
    
(46,971
)
                    
(46,124
)
                    
(49,421
)
                
Cash and noninterest earning assets
    
172,641
                      
190,278
                      
196,825
                  
Total assets
  
$
6,036,061
                    
$
6,159,004
                    
$
6,075,481
                  
Liabilities and shareholders' equity
                                                                        
Interest bearing deposits:
                                                                        
Interest bearing checking accounts
  
$
1,067,972
      
382
      
0.04
%
  
$
1,190,337
      
190
      
0.02
%
  
$
1,134,702
      
178
      
0.02
%
Savings
    
1,323,995
      
2,531
      
0.19
      
1,553,016
      
920
      
0.06
      
1,397,432
      
624
      
0.04
  
Time deposits and money markets
    
2,043,566
      
50,439
      
2.47
      
1,720,142
      
4,617
      
0.27
      
1,906,102
      
5,863
      
0.31
  
Total interest bearing deposits
    
4,435,533
      
53,352
      
1.20
      
4,463,495
      
5,727
      
0.13
      
4,438,236
      
6,665
      
0.15
  
Short-term borrowings
    
114,639
      
1,009
      
0.88
      
177,599
      
740
      
0.42
      
232,815
      
909
      
0.39
  
Total interest bearing liabilities
    
4,550,172
      
54,361
      
1.19
%
    
4,641,094
      
6,467
      
0.14
%
    
4,671,051
      
7,574
      
0.16
%
Demand deposits
    
784,021
                      
838,944
                      
750,111
                  
Other liabilities
    
81,656
                      
81,880
                      
74,396
                  
Shareholders' equity
    
620,212
                      
597,086
                      
579,923
                  
Total liabilities and shareholders' equity
  
$
6,036,061
                    
$
6,159,004
                    
$
6,075,481
                  
Net interest income
            
171,845
                      
180,135
                      
160,408
          
Taxable equivalent adjustment (Non-GAAP)
            
-
                      
1
                      
1
          
Net interest income (Non-GAAP)
          
$
171,845
                    
$
180,136
                    
$
160,409
          
Net interest spread
                    
2.64
%
                    
2.96
%
                    
2.67
%
Net interest margin (net interest income
                                                                        
to total interest earnings assets)
                    
2.91
                      
2.99
                      
2.71
  
 
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 tax on a tax equivalent basis were 21% and 6%, respectively, for 2023, 2022 and 2021.  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 $(30.7) million, $(22.0) million, and $3.3 million in 2023, 2022, and 2021, respectively, of net unrealized (loss) gain, net of tax, in the available for sale securities portfolio.  The gross amounts of the net unrealized income (loss) has been included in cash and noninterest earning assets.  Nonaccrual loans are included in average loans
 
 
The overall cost of interest bearing deposits increased as a result of higher deposit rates throughout the year as a result of the current interest rate environment.  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.  Given the current interest rate environment, the Company expects the cost of interest bearing deposits to continue to increase in 2024 until the Federal Reserve lowers rates.

Other Funding Sources

The Company had $114.6 million of average short‑term borrowings outstanding during 2023, compared to $177.6 million in 2022.  The decrease over the prior year is attributable to customer behavior and the products they choose.  These borrowings represent customer repurchase accounts, which behave more like deposit accounts than traditional borrowings.  The average cost of short-term borrowings was 0.88% in 2023 and 0.42% in 2022.  This resulted in interest expense of approximately $1.0 million in 2023, compared to $740 thousand in 2022.

Page 17 of 104
AVERAGE DEPOSITS BY TYPE OF DEPOSITOR
 
(dollars in thousands)
  
Years ended December 31,
  
   
2023
    
2022
    
2021
    
2020
    
2019
  
Individuals, partnerships and corporations
  
$
5,195,100
    
$
5,262,996
    
$
5,144,071
    
$
4,700,635
    
$
4,380,866
  
States and political subdivisions
    
5,421
      
14,854
      
15,761
      
15,709
      
8,663
  
Other (certified and official checks, etc.)
    
19,033
      
24,589
      
28,515
      
26,108
      
19,531
  
Total average deposits by type of depositor
  
$
5,219,554
    
$
5,302,439
    
$
5,188,347
    
$
4,742,452
    
$
4,409,060
  
 
MATURITY OF TIME DEPOSITS IN EXCESS OF THE FDIC INSURANCE LIMIT
 
(dollars in thousands)
      
   
As of December 31, 2023
  
       
Under 3 months
  
$
116,272
  
3 to 6 months
    
100,306
  
6 to 12 months
    
162,671
  
Over 12 months
    
95,107
  
         
Total
  
$
474,356
  
 
As of December 31, 2023 and 2022, approximately $1.03 billion and $968.6 million, respectively, of our deposit portfolio was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.
 
Page 18 of 104
VOLUME AND YIELD ANALYSIS
 
 
(dollars in thousands)
  
2023 vs. 2022
    
2022 vs. 2021
  
   
Increase
    
Due to
    
Due to
    
Increase
    
Due to
    
Due to
  
   
(Decrease)
    
Volume
    
Rate
    
(Decrease)
    
Volume
    
Rate
  
Interest income (TE):
                                    

                                   
Federal funds sold and other short-term investments
  
$
12,275
    
$
(9,179
)
  
$
21,454
    
$
12,834
    
$
(211
)
  
$
13,045
  
Trading securities (taxable)
    
-
      
-
      
-
      
-
      
-
      
-
  
Securities available for sale:
                                                
Taxable
    
1,939
      
389
      
1,550
      
2,787
      
157
      
2,630
  
Tax-exempt
    
(1
)
    
(1
)
    
-
      
-
      
0
      
(0
)
Total securities available for sale
    
1,938
      
388
      
1,550
      
2,787
      
157
      
2,630
  
Held to maturity securities (taxable)
    
(47
)
    
(65
)
    
18
      
(92
)
    
(121
)
    
29
  
Federal Reserve Bank and Federal Home Loan Bank stock
    
195
      
15
      
180
      
45
      
8
      
37
  
Loans, net
    
25,242
      
13,228
      
12,014
      
3,046
      
7,572
      
(4,526
)
Total interest income
    
39,603
      
4,387
      
35,216
      
18,620
      
7,405
      
11,215
  
                                                 
Interest expense:
                                                
Interest bearing checking accounts
    
192
      
(22
)
    
214
      
12
      
9
      
3
  
Savings
    
1,611
      
(155
)
    
1,766
      
296
      
76
      
220
  
Time deposits and money markets
    
45,822
      
2,217
      
43,605
      
(1,246
)
    
(747
)
    
(499
)
Short-term borrowings
    
269
      
(333
)
    
602
      
(169
)
    
(227
)
    
58
  
Total interest expense
    
47,894
      
1,707
      
46,187
      
(1,107
)
    
(889
)
    
(218
)
Net interest income (TE)
  
$
(8,291
)
  
$
2,680
    
$
(10,971
)
  
$
19,727
    
$
8,294
    
$
11,433
  
 
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.

Both TrustCo and Trustco Bank are subject to regulatory capital requirements.  The regulatory capital rules contain a Tier 1 leverage ratio of 4.0% of consolidated assets, a common equity Tier 1 minimum capital requirement of 4.5% of risk-weighted assets, a minimum Tier 1 capital to risk-based assets requirement of 6.0% of risk-weighted assets, and a total risk-based capital ratio or 8.0% of risk-weighted assets.  In addition, the Company and the Bank are required to maintain additional levels of Tier 1 common equity (known as the capital conservation buffer) above the minimum risk-based capital levels in order to avoid restrictions on dividends, repurchase shares, or payment of discretionary bonuses.

As of December 31, 2023, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with the capital conservation buffer taken into account.

Under the OCC’s “prompt corrective action” regulations, a bank is deemed to be “well-capitalized” when its CET1, Tier 1, total risk-based, and leverage capital ratios are at least 6.5%, 8%, 10%, and 5%, respectively.  A bank is deemed to be “adequately capitalized” or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and “undercapitalized” if it fails to meet these minimal capital requirements.  A bank is “significantly undercapitalized” if its CET1, Tier 1, total risk-based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%.  At December 31, 2023 and 2022, Trustco Bank met the definition of “well-capitalized.”

The federal bank regulatory agencies have adopted rules creating a “community bank leverage ratio” framework designed to simplify capital requirements for qualifying banks and bank or thrift holding companies. The new rule was effective as of January 1, 2020.  Although TrustCo would qualify to take advantage of the community bank leverage ratio framework, it has decided it would not opt-in to the framework.

The Company’s dividend payout ratio was 46.71% of net income in 2023 and 35.86% of net income in 2022. The Company executed a 1 for 5 reverse stock split on May 28, 2021.  The per-share dividend paid was $1.44 in 2023 and $1.41 in 2022, adjusted for the reverse split.  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.

Page 19 of 104
TrustCo’s consolidated Tier 1 risk-based capital was 18.90% of risk-adjusted assets at December 31, 2023, and 18.93% of risk‑adjusted assets at December 31, 2022.  Consolidated Tier 1 capital to assets (leverage ratio) at December 31, 2023 was 10.79%, as compared to 10.39% at year-end 2022.  Note 14 to the financial statements includes information on all regulatory capital ratios.

TrustCo maintains a dividend reinvestment and stock purchase plan (DRSPP) with approximately 6,696 participants.  During 2023, $2.2 million of dividends paid on the shares held in this plan were reinvested in shares of the Company.  The DRSPP also allows for additional purchases of stock by participants and has a discount feature (up to 5%) that can be activated by management as a tool to raise capital. To date, the discount feature has not been utilized.

On February 18, 2021 the Company’s Board of Directors authorized another share repurchase program of up to 2,000,000 shares and was adjusted to 400,000 shares as a result of the approval of the Reverse Stock Split, and represented approximately 2% of its then currently outstanding common stock.  During the year ended December 31, 2021, the Company repurchased a total of 70 thousand shares at an average price per share of $32.82, for a total of $2.3 million under its Board authorized share repurchase program.  On March 9, 2022 the Company’s Board of Directors authorized another share repurchase program of up to 200,000 shares, or approximately 1% of its then currently outstanding common stock.  During the year ended December 31, 2022, the Company repurchased a total of 200,000 shares at an average price per share of $33.44, for a total of $7.0 million, under its Board authorized share repurchase program.  On March 17, 2023 the Company’s Board of Directors authorized, and the Company announced, another share repurchase program of up to 200,000 shares, or approximately 1% of its currently outstanding common stock.  There were no repurchases during 2023.

Risk Management
 
The responsibility for balance sheet risk management oversight is the function of the Company’s Asset Allocation Committee.  The Committee meets monthly and includes the executive officers of the Company as well as other department managers as appropriate.  The meetings include a review of balance sheet structure, formulation of strategy in light of anticipated economic conditions, and comparison to Board-established guidelines to control exposures to various types of risk.
 
Credit Risk
 
Credit risk is managed through a network of loan officer authorities, review committees, loan policies, and oversight from the senior executives of the Company.  In addition, the Company utilizes an independent loan review function to evaluate management’s loan grading of non-homogeneous loans.  Management follows a policy of continually identifying, analyzing, and evaluating the credit risk inherent in the loan portfolio.  As a result of management’s ongoing reviews of the loan portfolio, loans are placed in non-accrual status, either due to the delinquent status of the principal and/or interest payments, or based on a judgment by management that, although payment of principal and/or interest is current, such action is prudent.  Thereafter, no interest is taken into income unless received in cash or until such time as the borrower demonstrates a sustained ability to make scheduled payments of interest and principal.

Management has also developed policies and procedures to monitor the credit risk in relation to the Federal Funds sold portfolio.  TrustCo maintains an approved list of third party banks to which Trustco can sell Federal Funds and monitors the credit rating and capital levels of those institutions.  At December 31, 2023, virtually all of the Federal Funds sold and other short-term investments were funds on deposit at the Federal Reserve Bank of New York (“FRBNY”) and the Federal Home Loan Bank of New York (“FHLBNY”).  The Company also monitors the credit ratings on its investment securities and performs initial and periodic reviews of financial information for the issuers of corporate and municipal bonds.
 
Nonperforming Assets
 
Nonperforming assets include loans in non-accrual status, restructured loans, loans past due by three payments or more and still accruing interest, and foreclosed real estate properties.
 
Nonperforming assets at year-end 2023 and 2022 totaled $17.9 million and $19.6 million, respectively.  Nonperforming loans as a percentage of the total loan portfolio were 0.35% in 2023 and 0.37% in 2022.  As of December 31, 2023 and 2022, there were $7.5 million and $7.6 million, respectively, of loans in non-accruing status that were less than 90 days past due.
 
Page 20 of 104
At December 31, 2023, nonperforming loans included a mix of commercial and residential loans.  Of the total non-accrual loans of $17.7 million, $16.6 were residential real estate loans and $850 thousand were commercial loans.  It is the Company’s policy to classify loans as nonperforming if three monthly payments have been missed.  Economic conditions generally improved as compared to the prior 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, 2023, 65.1% of loans are in New York, including both the Upstate and Downstate areas, as well as nominal loan balances in adjoining states.  The remaining 34.9% of the loan portfolio are Florida loans.  At December 31, 2023, 14.7% of nonperforming loans were in Florida and 85.3% were in the Company’s New York area markets.  At December 31, 2023 nonperforming Florida loans amounted to $2.6 million compared to $2.3 million at December 31, 2022.

(dollars in thousands)
  
As of December 31,
      
   
2023
          
2022
          
2021
          
2020
          
2019
      
Loans in non-accrual status
  
$
17,663
          
$
17,483
          
$
18,739
          
$
21,061
          
$
20,840
      
Restructured retail loans
    
3
            
10
            
17
            
23
            
29
      
Total nonperforming loans
    
17,666
            
17,493
            
18,756
            
21,084
            
20,869
      
Foreclosed real estate
    
194
            
2,061
            
362
            
541
            
1,579
      
Total nonperforming assets
  
$
17,860
          
$
19,554
          
$
19,118
          
$
21,625
          
$
22,448
      
Allowance for credit losses on loans
  
$
48,578
          
$
46,032
          
$
44,267
          
$
49,595
          
$
44,317
      
Allowance coverage of nonperforming loans
    
2.75
     x
 
   
2.63
     x  

   
2.36
     x  

   
2.35
     x
 

   
2.12
     x
 
Allowance for credit losses on loans to nonaccrual loans
    
2.75
     x


   
2.63
     x  

   
2.36
     x

   
2.35
     x


   
2.13
     x  
Nonperforming loans as a % of total loans
    
0.35
    
%
      
0.37
    
%
      
0.42
    
%
      
0.50
    
%
      
0.51
    
%
Nonperforming assets as a % of total assets
    
0.29
    
%
      
0.33
    
%
      
0.31
    
%
      
0.37
    
%
      
0.43
    
%
Non-accrual loans to total loans outstanding
    
0.35
    
%
      
0.37
    
%
      
0.42
    
%
      
0.50
    
%
      
0.51
    
%

The Company places loans on non-accrual at the time the loan is 90 days delinquent unless facts and circumstances warrant classification of non-accrual even if the borrower is not 90 days past due.

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, 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, 2023, 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 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.  None of these loans involve more than normal risk of collectability or present other unfavorable features.

At year-end 2023 and 2022 there were $194 thousand and $2.1 million of foreclosed real estate, respectively.  We generally initiate foreclosure proceedings on real estate loans when a loan enters non-accrual status based upon non-payment, unless the borrower is paying in accordance with an agreed upon modified payment agreement. We obtain an updated appraisal upon the commencement of legal action to calculate a potential collateral shortfall and to reserve appropriately for the potential loss. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure action is completed, the property securing the loan is transferred to Other Real Estate Owned (“OREO”) status. We generally attempt to utilize all available remedies, such as note sales in lieu of foreclosure, in an effort to resolve non-accrual loans and OREO properties as quickly and prudently as possible in consideration of market conditions, the physical condition of the property and any other mitigating circumstances. We have not initiated any expected or imminent foreclosure proceedings that are likely to have a material adverse impact on our consolidated financial statements. In the event that a non-accrual loan is subsequently brought current, it is returned to accrual status once the doubt concerning collectability has been removed and the borrower has demonstrated performance in accordance with the loan terms and conditions for a period of generally at least six months.  Although the length of time to complete a foreclosure has remained elevated in recent years, TrustCo, as a portfolio lender, has generally not encountered issues such as lost notes and other documents, which have been a problem in the foreclosure process for many other mortgagees.

Page 21 of 104
Allowance for Credit Losses on Loans
 
On January 1, 2022, the Company adopted ASU 2016-13, "Financial Instruments - Credit Losses" (referred to as “CECL” and as Accounting Standards Codification Topic 326 (“ASC 326”)). Under this standard, allowances have been established for loans and commitments to lend. The allowance for credit losses on loans (“ACLL”) replaces the previous allowance for loan losses (“ALL”). Upon adoption of CECL, the ACLL increased by $2.4 million to $46.6 million from $44.3 at December 31, 2021 under the ALL.  The allowance for credit losses on unfunded commitments (“ACLUC’) increased from $18 thousand to $2.4 million and is recorded in accrued expenses and other liabilities. The Company recorded a net decrease to undivided profits of $3.5 million, net of $1.2 million in deferred tax balances as of January 1, 2022 for the cumulative effect of adopting CECL.

For the year ended December 31, 2023, the Company recorded a provision for credit losses of $1.3 million, which includes a provision for credit losses on loans of $2.5 million as a result of increased unemployment forecast offset by a sustained low level of NPL’s and charge-offs, and a benefit for credit losses on unfunded commitments of $1.3 million as a result of a corresponding decrease in unfunded commitments.  For the year ended December 31, 2022, the Company recorded a credit to the provision for credit losses of $341 thousand, which included a credit to the provision for credit losses on loans of $900 thousand as a result of improving unemployment, housing price forecasts and a sustained low level of NPLs and charge-offs, and a provision for credit losses on unfunded commitments of $659 thousand as a result of a corresponding increase in unfunded commitments. The $5.5 million credit to the provision for loan losses in 2021, under the incurred loss method, was primarily driven by improvements in asset quality trends and economic conditions, as well as adjustments to the pandemic specific provision made in 2020.

The Company evaluates several external forecasts in choosing the forecast element for the economic components of the allowance for credit losses on loans. The Company selected the Moody’s stagflation forecast for December 31, 2023 for economic modeling, consistent with the prior year.

See Notes 1 and 4 of the consolidated financial statements for additional discussion related to the adoption of CECL, and the process for determining the provision for credit losses.

The table, “Summary of Loan Loss Experience”, includes an analysis of the changes to the allowance for the past five years.  Net loans recovered in 2023 and 2022 were $46 thousand and $312 thousand, respectively.  The decrease in net recoveries was primarily the result of more gross charge offs in the New York residential segment of the portfolio, partially offset by more recoveries in New York for all segments.   New York commercial, residential, and installment gross recoveries were up $125 thousand, down $58 thousand, and up $38 thousand, respectively, from 2023 to 2022. Total gross charge-offs in 2023 were $547 thousand versus $152 thousand in 2022.  There were no Florida commercial charge-offs in either 2023 or 2022, and New York commercial charge-offs decreased $40 thousand from 2023 to 2022.  Residential gross charge-offs were up $347 thousand from 2023 to 2022 and gross installment charge‑offs increased $88 thousand from 2023 to 2022.  The changes in gross and net charge-offs in these categories reflected economic and real estate market changes.
 
Conditions in most of the Bank’s market areas are stabilizing or improving as compared to 2022 however, 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 credit losses.
 
Page 22 of 104
SUMMARY OF LOAN LOSS EXPERIENCE
 
(dollars in thousands)
                              
   
2023
    
2022
    
2021
    
2020
    
2019
  

                             
Amount of loans outstanding at end of year (less unearned income)
  
$
5,002,879
    
$
4,733,201
    
$
4,438,779
    
$
4,244,470
    
$
4,062,196
  
Average loans outstanding during year (less average unearned income)
    
4,875,166
      
4,551,281
      
4,336,834
      
4,163,399
      
3,926,199
  
Balance of allowance at beginning of year
    
46,032
      
44,267
      
49,595
      
44,317
      
44,766
  
Impact of ASU 2016-13, Current Expected Credit Loss (CECL)
    
-
      
2,353
      
-
      
-
      
-
  
Balance as of January 1, 2022 as adjusted for ASU 2016-13
    
46,032
      
46,620
      
49,595
      
44,317
      
44,766
  
                                         
Loans charged off:
                                        
Commercial and commercial real estate
    
-
      
40
      
30
      
36
      
20
  
Real estate mortgage - 1 to 4 family
    
371
      
24
      
340
      
404
      
974
  
Installment
    
176
      
88
      
60
      
221
      
213
  
Total
    
547
      
152
      
430
      
661
      
1,207
  
Recoveries of loans previously charged off:
                                        
Commercial and commercial real estate
    
129
      
4
      
32
      
10
      
46
  
Real estate mortgage - 1 to 4 family
    
417
      
450
      
466
      
317
      
532
  
Installment
    
47
      
10
      
54
      
12
      
21
  
Total
    
593
      
464
      
552
      
339
      
599
  
Net loan (recoveries) chargeoffs
    
(46
)
    
(312
)
    
(122
)
    
322
      
608
  
Provision (credit) for credit losses on loans
    
2,500
      
(900
)
    
(5,450
)
    
5,600
      
159
  
Balance of allowance at end of year
  
$
48,578
    
$
46,032
    
$
44,267
    
$
49,595
    
$
44,317
  
                                         
Net charge offs as a percent of average loans outstanding during year (less average unearned income)
    
0.00
%
    
(0.01
)%
    
-
%
    
0.01
%
    
0.02
%
                                         
Allowance as a percent of loans outstanding at end of year
    
0.97
      
0.97
      
1.00
      
1.17
      
1.09
  
 
The following table presents the ratio of net charge-offs (recoveries) to average loans outstanding by loan category, along with the components of the calculation, for the periods indicated:
 
   
For the Years Ended December 31,
  
(dollars in thousands)
  
2023
    
2022
    
2021
  
               
Net charge-
                
Net charge-
                
Net charge-
  
               
offs as a
                
offs as a
                
offs as a
  
   
Net
    
Average
    
percent of
    
Net
    
Average
    
percent of
    
Net
    
Average
    
percent of
  
   
charge-offs
    
loans
    
average loans
    
charge-offs
    
loans
    
average loans
    
charge-offs
    
loans
    
average loans
  
   
(recoveries)
    
outstanding
    
outstanding
    
(recoveries)
    
outstanding
    
outstanding
    
(recoveries)
    
outstanding
    
outstanding
  
                                                       
                                                       
Commercial
  
$
(129
)
  
$
255,666
      
-0.05
%
  
$
36
    
$
206,144
      
0.02
%
  
$
(2
)
  
$
210,145
      
0.00
%
Real estate mortgage - 1 to 4 family
    
(46
)
    
4,604,155
      
0.00
%
    
(426
)
    
4,335,288
      
-0.01
%
    
(126
)
    
4,117,964
      
0.00
%
Installment
    
129
      
15,345
      
0.84
%
    
78
      
9,849
      
0.79
%
    
6
      
8,725
      
0.07
%
Total net (recoveries) chargeoffs
  
$
(46
)
  
$
4,875,166
      
0.00
%
  
$
(312
)
  
$
4,551,281
      
-0.01
%
  
$
(122
)
  
$
4,336,834
      
0.00
%
 
Our loan portfolio experienced an annualized net charge-off rate of 0.00% for the year ended December 31, 2023, an increase of one basis point from the (0.01%) rate for the year ended December 31, 2022.

Page 23 of 104
Allocation of the Allowance for Credit Losses on Loans
 
The allocation of the allowance for credit loss on loans is as follows:

(dollars in thousands)
  
As of
    
As of
  
   
December 31, 2023
    
December 31, 2022
  
         
Percent of
          
Percent of
  
         
Loans to
          
Loans to
  
   
Amount
    
Total Loans
    
Amount
    
Total Loans
  
Commercial
  
$
2,519
      
5.05
%
  
$
2,343
      
4.41
%
Real estate - construction
    
291
      
0.58
%
    
385
      
0.77
%
Real estate mortgage - 1 to 4 family
    
40,745
      
87.09
%
    
38,859
      
88.51
%
Home equity lines of credit
    
4,805
      
6.94
%
    
4,280
      
6.05
%
Installment Loans
    
218
      
0.34
%
    
165
      
0.26
%
   
$
48,578
      
100.00
%
  
$
46,032
      
100.00
%
MARKET RISK
 
The Company’s principal exposure to market risk is with respect to interest rate risk.  Interest rate risk is the potential for economic loss due to future interest rate changes.  These economic losses can be reflected as a loss of future net interest income and/or a loss of current market value.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
TrustCo realizes income principally from the difference or spread between the interest earned on loans, investments and other interest-earning assets and the interest paid on deposits and borrowings.  Loan volume and yield, as well as the volume of and rates on investments, deposits and borrowings are affected by market interest rates.  Additionally, because of the terms and conditions of many of the loan documents and deposit accounts, a change in interest rates could also affect the projected maturities of the loan portfolio and/or the deposit base.

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 net interest income and change in the fair value of capital as a result of changes in market interest rates.

The Company uses a third party 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.  All changes in income are measured as percentage changes from the projected net interest income at the base interest rate scenario. Various estimates regarding prepayment assumptions are made at each level of rate shock. However, prepayment penalty income is excluded from this analysis. 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.  Actual results could differ from these estimates.

Using this model, the fair values of capital projections as of December 31, 2023 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, 2023.  The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase and decrease by 100, 200, 300 and 400 basis points (BP), assuming the yield curve of the rate shocks will be parallel to each other.

Page 24 of 104
(dollars in thousands)
  
December 31, 2023
  
               
1 to 12 Months
    
13 to 24 Months
  
Change in
  
$ Amount
    
% Change
    
$ Amount
    
% Change
    
$ Amount
    
% Change
  
Interest Rates
  
of EVE
    
in EVE
    
of NII
    
In NII
    
of NII
    
In NII
  
                                     
+400 BP
    
898,643
      
-29.6
%
    
122,481
      
-22.5
%
    
125,700
      
-27.1
%
+300 BP
    
953,306
      
-25.4
%
    
130,445
      
-17.4
%
    
135,000
      
-21.7
%
+200 BP
    
1,062,995
      
-16.8
%
    
148,625
      
-5.9
%
    
154,517
      
-10.3
%
+100 BP
    
1,203,607
      
-5.8
%
    
153,946
      
-2.5
%
    
165,326
      
-4.1
%
Current rates
    
1,277,316
      
0.0
%
    
157,954
      
0.0
%
    
172,351
      
0.0
%
-100 BP
    
1,298,345
      
1.6
%
    
163,878
      
3.8
%
    
178,706
      
3.7
%
-200 BP
    
1,234,579
      
-3.3
%
    
165,053
      
4.5
%
    
178,247
      
3.4
%
-300 BP
    
1,113,687
      
-12.8
%
    
162,736
      
3.0
%
    
172,680
      
0.2
%
-400 BP
    
900,250
      
-29.5
%
    
161,139
      
2.0
%
    
170,901
      
-0.8
%
 
At December 31, 2023, the Company’s consolidated Tier 1 capital to assets ratio (leverage capital ratio) was 10.79%.

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 22.9% of the fair value of assets, whereas the current Tier 1 capital to assets ratio was 10.8% at December 31, 2023, as noted.  The significant difference between these two capital ratios reflects the impact that a fair value calculation can have on the capital ratios of a company.  The fair value of capital calculations take into consideration the fair value of deposits, including those deposits considered core deposits, along with the fair value of assets such as the loan portfolio.

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

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

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

The table, “Interest Rate Sensitivity,” presents an analysis of the interest-sensitivity gap position at December 31, 2023.  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 liability sensitive on a cumulative basis when measured in the less than 1 year time frame, and asset sensitive when measured in the 1-5 year and the over 5 year time frames.  The effect of being liability sensitive is that rising interest rates should result in liabilities repricing to higher levels faster than assets repricing to higher levels, thus decreasing net interest income.  Conversely, should interest rates decline, the Company’s interest bearing liabilities would reprice down faster than assets, resulting in higher net interest income. 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.
 
Page 25 of 104
INTEREST RATE SENSITIVITY
 
(dollars in thousands)
  
At December 31, 2023
  
   
Repricing in:
  
   
Less than 1
      
1-5
    
Over 5
    
Rate
        
   
year
    
years
    
years
    
Insensitive
    
Total
  
Total assets
  
$
1,522,595
      
2,518,306
      
1,952,495
      
174,795
      
6,168,191
  
Cumulative total assets
  
$
1,522,595
      
4,040,901
      
5,993,396
      
6,168,191
          
Total liabilities and shareholders' equity
  
$
2,388,792
      
120,872
      
2,929,225
      
729,302
      
6,168,191
  
Cumulative total liabilities and shareholders' equity
  
$
2,388,792
      
2,509,664
      
5,438,889
      
6,168,191
          
                                         
Cumulative interest sensitivity gap
  
$
(866,197
)
    
1,531,237
      
554,507
                  
Cumulative gap as a % of interest earning assets for the period
    
(56.9
%)
    
37.9
%
    
9.3
%
                
Cumulative interest sensitive assets to liabilities
    
63.7
%
    
161.0
%
    
110.2
%
                
 
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 static 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
 
Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations in a cost-effective manner and to meet current and future potential obligations such as loan commitments, lease obligations, and unexpected deposit outflows. See “Risk Factors – Risks Related to Our Lending Activities – 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” in the 2023 Form 10-K.
 
TrustCo seeks to obtain favorable funding sources and to maintain prudent levels of liquid assets in order to satisfy various liquidity demands.  In addition to serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs.  Many factors affect the ability to meet liquidity needs, including changes in the markets served by the Bank’s network of branches, the mix of assets and liabilities, and general economic conditions.

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

The Company achieves its liability-based liquidity objectives in a variety of ways.  Liabilities can be classified into three categories for the purposes of managing liability-based liquidity: retail deposits, purchased money, and capital market funds.  TrustCo seeks deposits that are dependable and predictable and that are based as much on the level and quality of service as they are on interest rate.  Average retail deposits (total deposits less time deposits greater than $250 thousand) amounted to $4.84 billion in 2023 and $5.08 billion in 2022.  Average balances of core deposits are detailed in the table “Mix of Average Sources of Funding.”

In addition to core deposits, another source of liability-based funding available to TrustCo is purchased money, which consists of long-term and short-term borrowings, Federal Funds purchased, securities sold under repurchase agreements, and time deposits greater than $250 thousand.  The average balances of these purchased liabilities are detailed in the table “Mix of Average Sources of Funding.”  During 2023, the average balance of purchased liabilities was $495.9 million, compared with $396.2 million in 2022.  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 decrease in borrowed funds from $177.6 million to $114.6 million is wholly the result of customers’ behavioral preferences in regard to managing their funds and does not reflect any decision by management to decrease this category of funding.  The classification of time deposits over $250 thousand as purchased liabilities is typical industry practice, partly reflecting that some banks pay premium rates for larger balance time deposits.

Page 26 of 104
The Bank also has a line of credit available with the FHLBNY.  The amount of that line is determined by the Bank’s total assets and the amount and types of collateral pledged.  Assets that are eligible for pledging include most loans and securities.  The Bank can borrow up to 30% of its total assets from the FHLBNY without special approval and may apply to borrow up to 50% of its total assets.  Securities and loans pledged as collateral against any borrowings must cover certain margin requirements.  Eligible securities have a maximum lendable value of 67% to 97%, depending on the security type, with the securities in the Bank’s investment portfolio generally having maximum lendable values of 80% to 95%.  The maximum lendable value against loans is 90% for 1-4 family residential mortgages, 80% for multifamily mortgages and 75% for commercial mortgages.  For both securities and loans, the maximum lendable limits are applied to the market value of the asset pledged.  At December 31, 2023 the amount available to borrow from the FHLBNY was $938.6 million, and there were no outstanding borrowings as of December 31, 2023.  In addition, as noted, the Bank has access to borrowings from the FRBNY.  Borrowings from the FRBNY are subject to collateralization by securities or loans acceptable to the FRBNY and at collateral margins set by the FRBNY.

Management believes that the Company’s overall liquidity position remains strong.  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.  As of December 31, 2023 and 2022, TrustCo’s loan to deposit ratio was 93.5% and 91.2%, respectively.  In addition, at December 31, 2023 and 2022, the Company had cash and cash equivalents totaling $578.0 million and $650.6 million, respectively, as well as unpledged securities available for sale with a fair value of $297.1 million and $310.1 million, respectively.  The Federal Reserve raised the Federal Funds rate in four times in 2023; however, it is our expectation that there will be Federal Funds rate decreases throughout 2024, which will more than likely ease pressure on deposit rates during 2024.  Management believes that the Company currently has adequate sources of liquidity to cover its contractual obligations and commitments over the next twelve months and beyond.

The Company is contractually obligated to make the following payments on leases as of December 31, 2023:

(dollars in thousands)
  
Payments Due by Period:
  
   
Less Than
      
1-3
      
3-5
    
More than
        
   
1 Year
    
Years
    
Years
    
5 Years
    
Total
  
                                   
Operating leases
  
$
8,479
    
$
15,182
    
$
10,546
    
$
16,485
    
$
50,692
  

In addition, the Company is contractually obligated to pay data processing vendors approximately $9 million to $10 million per year through 2025.

Also, the Company is obligated under its various employee benefit plans to make certain payments of approximately $1.8 to $2.1 million per year through 2033.  Additionally, the Company is obligated to pay the accumulated benefits under the Company’s post retirement pension plan which amounted to $5.6 million and $4.9 million, respectively, as of December 31, 2023 and 2022. Actual payments under the plan are made in accordance with the plan provisions.
 
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, 2023 and 2022, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $596.8 million and $535.4 million, respectively.  In management’s opinion, there are no material commitments to extend credit that represent unusual risk.

The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party.  Standby letters of credit generally arise in connection with lending relationships.  The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers.  Contingent obligations under standby letters of credit totaled approximately $4.8 million and $5.3 million at December 31, 2023 and 2022, 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, 2023 and 2022 was insignificant.

Page 27 of 104
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.

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (within accrued expenses and other liabilities) with adjustments to the reserve recognized in provision (credit) for credit losses in the consolidated income statement.  The impact of the adoption of CECL was an additional liability of $2.3 million as of January 1, 2022.  The Company recorded a benefit for credit losses of $1.3 million in 2023, and a provision for credit losses of $559 thousand in 2022. As of December 31, 2023 and 2022 the allowance for unfunded commitments was $1.7 million and $2.9 million, respectively.
 
Noninterest Income and Expense
 
Noninterest income: Noninterest income is an important source of revenue for the Company and a factor in overall results.  Total noninterest income was $18.3 million in 2023, $19.3 million in 2022 and $17.9 million in 2021.  Fees for services to customers was down $299 thousand in 2023 compared to 2022 primarily as a result of decreased interchange fees.  The Company routinely reviews its service charge policies and levels relative to its competitors.  Reflecting those reviews, the Company makes changes in fees for services to customers in terms of both the levels of fees, as well as types of fees where appropriate.  The changes in reported noninterest income also reflect the volume of services customers utilized and regulatory changes governing overdrafts. Other income was relatively flat and only down $34 thousand in 2023 compared to 2022.
 
Trustco Wealth Management contributes a large recurring portion of noninterest income through fees generated by providing fiduciary and investment management services.  Income from these fiduciary activities totaled $6.4 million in 2023, $7.0 million in 2022 and $7.4 million in 2021.  Trust fees are generally calculated as a percentage of the assets under management by Trustco Wealth Management.  In addition, trust fees include fees for estate settlements, tax preparation, and other services.  Assets under management by Trustco Wealth Management are not included on the Company’s Consolidated Financial Statements because Trustco Wealth Management holds these assets in a fiduciary capacity.  At December 31, 2023, 2022 and 2021, fair value of assets under management by the Trustco Wealth Management were approximately $967 million, $918 million and $1.1 billion, 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 decline in income is due to the timing of market value fluctuations offset by fees for other services.
 
NONINTEREST INCOME
 
(dollars in thousands)
  
For the year ended December 31,
    
2023 vs. 2022
  
   
2023
    
2022
    
2021
    
Amount
    
Percent
  
                               
Wealth Management income
  
$
6,425
    
$
7,037
    
$
7,358
    
$
(612
)
    
(8.7
)%
Fees for services to customers
    
10,648
      
10,947
      
9,799
      
(299
)
    
(2.7
)
Other
    
1,242
      
1,276
      
780
      
(34
)
    
(2.7
)
Total noninterest income
  
$
18,315
    
$
19,260
    
$
17,937
    
$
(945
)
    
(4.9
)%

Noninterest expense: Noninterest expense was $111.3 million in 2023, $100.3 million in 2022, and $101.7 million in 2021.  TrustCo’s operating philosophy stresses the importance of monitoring and controlling the level of noninterest expense.  The efficiency ratio is a strong indicator of how well controlled and monitored these expenses are for a banking enterprise.  A low ratio indicates highly efficient performance.  The median efficiency ratio for a peer group composed of banking institutions with assets of $2 to $10 billion was 60.1% for 2023.  TrustCo’s efficiency ratio was 56.7% in 2023, 50.2% in 2022 and 56.9% in 2021.  In 2023 non-recurring losses, non-recurring expenses, and branch closure expenses were excluded from this calculation.  In 2022, net gain on sale of building was excluded from this calculation.  Other real estate owned expense or income was excluded from this calculation for all periods presented.

Page 28 of 104
NONINTEREST EXPENSE

(dollars in thousands)
  
For the year ended December 31,
    
2023 vs. 2022
  
   
2023
    
2022
    
2021
    
Amount
    
Percent
  
                               
Salaries and employee benefits
  
$
51,242
    
$
45,904
    
$
48,721
    
$
5,338
      
11.6
%
Net occupancy expense
    
17,427
      
17,527
      
17,742
      
(100
)
    
(0.6
)
Equipment expense
    
7,610
      
6,487
      
6,617
      
1,123
      
17.3
  
Professional services
    
6,245
      
5,577
      
6,108
      
668
      
12.0
  
Outsourced services
    
10,039
      
9,210
      
8,384
      
829
      
9.0
  
Advertising expense
    
1,878
      
2,046
      
1,975
      
(168
)
    
(8.2
)
FDIC and other insurance
    
4,300
      
3,159
      
3,010
      
1,141
      
36.1
  
Other real estate expense (income), net
    
524
      
310
      
183
      
214
      
69.0
  
Other
    
12,032
      
10,099
      
8,922
      
1,933
      
19.1
  
Total noninterest expense
  
$
111,297
    
$
100,319
    
$
101,662
    
$
10,978
      
10.9
%

Salaries and employee benefits are the most significant component of noninterest expense.  For 2023, these expenses amounted to $51.2 million, compared with $45.9 million in 2022 and $48.7 million in 2021.  The increase in salaries and benefits in 2023 was due in part to a $2 million favorable true-up to the incentive compensation accrual upon payout in the first quarter of 2022 along with increases in various other employee benefit plan expenses in 2023.  Full time equivalent headcount was 750 as of both December 31, 2023 and 2022.  The Company constantly hires qualified candidates and from time-to-time experiences fluctuations in head count.

Net equipment expense increased $1.1 million during 2023 compared to 2022 primarily as a result of increased computer equipment expenses.  Professional services increased $668 thousand during 2023 compared to 2022 primarily as a result of increased legal and professional fees associated with a litigation settlement expense.  Outsourced services expense increased $829 thousand during 2023 compared to 2022 primarily as a result of additional services being utilized from our providers.  FDIC and other insurance expense increased $1.1 million during 2023 compared to 2022 primarily as a result of the new assessment rate.  Other real estate expense was $524 thousand in 2023 and $310 thousand in 2022, compared to other real estate expense of $183 thousand in 2021. Included in ORE expense, net during 2023, 2022 and 2021 were write downs of properties included in ORE totaling $143 thousand, $68 thousand and $121 thousand, respectively. Additionally, included in ORE expense, net during 2023, 2022 and 2021 were gains on sale of $355 thousand, $122 thousand and $216 thousand, respectively.  Other noninterest expense was $12.0 million in 2023 compared to $10.1 million in 2022 and $8.9 million in 2021.  The increase in 2023 as compared to 2022 was primarily as a result of a litigation settlement expense.

Income Tax
 
TrustCo recognized income tax expense of $19.0 million, $24.2 million and $20.6 million in 2023, 2022 and 2021, respectively.  The effective tax rates were 24.4% in 2023, 24.3% in 2022, and 25.1% in 2021.
 
Impact of Inflation and Changing Prices
 
The Consolidated Financial Statements for the years ended 2023, 2022 and 2021 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 cost of operations, included in noninterest expense.
 
Nearly all assets and liabilities of the Company are monetary.  As a result, changes in interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation, because interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, income taxes and related disclosures. On an ongoing basis, the Company evaluates its estimates and assumptions. The Company’s actual results may differ from these estimates under different assumptions or conditions.

Page 29 of 104
Management considers the accounting policy relating to the allowance for credit losses on loans to be a critical accounting policy given the measurement uncertainty and subjective judgment necessary in evaluating the levels of the allowance required to cover the life time losses in the loan 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 this Annual Report to Shareholders is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

Determining the amount of the allowance is considered a critical accounting estimate, as it requires significant judgment and the use of subjective measurements, including management’s assessment of overall portfolio quality.  The allowance is maintained at an amount we believe is our best estimate of life time expected losses in our loan portfolio, and fluctuations in the provision for credit losses may result from management’s assessment of the adequacy of the allowance. The allowance is made up of a quantitative calculation with an overlay for qualitative factors and a reasonable and supportable forecast. The majority of the allowance for credit losses is determined using qualitative factors. The determination of qualitative factors inherently involves significant judgement and subjective measurement being applied by management.
 
Assumptions evaluated each reporting period include the determination of the forecast scenario to be utilized and the assumption for prepayment speeds. During 2023 and as of December 31, 2023, management utilized stagflation scenario with 100% weighting. Hypothetically, had management utilized the Moody’s most likely scenario, Baseline scenario, the impact of the allowance would be a reduction of $5.9 million.  For its largest portfolio, 1-4 family residential real estate, the prepayment assumption applied within the quantitative calculation was 10.8% as of December 31, 2023. Hypothetically, if the prepayment assumption would be increased to 15.8%, the impact of the allowance would be a decrease of $2.5 million. Hypothetically, if the prepayment assumption would be decreased to 5.8%, the impact of the allowance would be an increase of $3.6 million. Changes in these judgments and assumptions are possible and may have a material impact on our allowance, and therefore our financial position, liquidity, or results of operations.
 
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.
 
Cautionary Note Regarding Forward‑Looking Statements
 
Statements included in this report and in future filings by TrustCo with the SEC, in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer, that are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.  Forward‑looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions.  TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
 
The following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results, and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:

Risks Related to Our Operations


 •
changes in interest rates may significantly impact our financial condition and results of operations;
 

 •
ongoing inflationary pressures and continued elevated prices may affect our results of operations and financial condition;
 

 •
exposure to credit risk in our lending activities;
 

 •
our commercial loan portfolio is increasing and the inherently higher risk of loss may lead to additional provisions for credit losses or charge-offs, which would negatively impact earnings and capital;
 

 •
the allowance for credit losses on loans (“ACLL”) is not sufficient to cover expected loan losses, resulting in a decrease in earnings;
 

 •
our inability to meet the cash flow requirements of our depositors or borrowers or meet our operating cash needs to fund corporate expansion and other activities;
 

 •
we are subject to claims and litigation pertaining to fiduciary responsibility and lender liability;
 

 •
our dependency upon the services of the management team;
 
Page 30 of 104

•
our disclosure controls and procedures may not prevent or detect all errors or acts of fraud;
 

 •
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 its operations;
 

 •
our risk management framework may not be effective in mitigating risk and loss;
 

 •
new lines of business or new products and services may subject us to additional risks;
 

 •
we are exposed to climate risk;
 

 •
societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers;
 

 •
increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks
 
Risks Related to Market Conditions


 •
a prolonged economic downturn, especially one affecting our geographic market area, will adversely affect our operations and financial results;
 

 •
instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on our results of operations and financial condition;
 

 •
any downgrade in the credit rating of the U.S. government or default by the U.S. government as a result of political conflicts over legislation to raise the U.S. government’s debt limit may have a material adverse effect on us;
 

 •
the soundness of other financial institutions could adversely affect us;
 

 •
any government shutdown could adversely affect the U.S. and global economy and our liquidity, financial condition and earnings;
 

 •
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;
 
Risks Related to Compliance and Regulation
 

 •
regulatory capital rules could slow our growth, cause us to seek to raise additional capital, or both;
 

 •
changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and our income;
 

 •
changes in cybersecurity or privacy regulations may increase our compliance costs, limit our ability to gain insight from data and lead to increased scrutiny;
 

 •
restrictions on data collection and use may limit opportunities to gain business insights useful to running our business and offering innovative products and services;
 

 •
non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions;
 

 •
changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with our tax positions, which may result in adverse effects on our business, financial condition, and results of operations or cash flows;
 

 •
our ability to pay dividends is subject to regulatory limitations and other limitations that may affect our ability to pay dividends to our stockholders or to repurchase our common stock;
 

 •
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”);
 

 •
changes in accounting standards could impact reported earnings;
 
Risks Related to Competition
 

 •
strong competition within the Bank’s market areas could hurt profits and slow growth;
 

 •
consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations;
 
Page 31 of 104
Risks Related to Cybersecurity, Third Parties, and Technology
 

 •
our business could be adversely affected by third-party service providers, data breaches, and cyber-attacks;
 

 •
a failure in or breach of our operational or security systems or infrastructure, or those of third parties, could disrupt our businesses, and adversely impact our results of operations, liquidity and financial condition, as well as cause reputational harm;
 

 •
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;
 

 •
we could suffer a material adverse impact from interruptions in the effective operation of, or security breaches affecting, our computer systems;
 
Risks Related to Ownership of Our Securities
 

 •
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; and
 

 •
we cannot guarantee that the allocation of capital to various alternatives, including stock repurchase plans, will enhance long-term stockholder value.
 
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.
 
SUMMARY OF UNAUDITED QUARTERLY FINANCIAL INFORMATION
 
(dollars in thousands, except per share data)
                                                            
   
2023
    
2022
  
     
Q1
      
Q2
      
Q3
      
Q4
    
Year
      
Q1
      
Q2
      
Q3
      
Q4
    
Year
  
Income statement:
                                                                            
Interest and dividend income
  
$
53,932
    
$
56,082
    
$
57,552
    
$
58,640
    
$
226,206
    
$
41,290
    
$
44,187
    
$
49,041
    
$
52,084
    
$
186,602
  
Interest expense
    
6,967
      
12,030
      
15,331
      
20,033
      
54,361
      
1,194
      
1,127
      
1,248
      
2,898
      
6,467
  
Net interest income
    
46,965
      
44,052
      
42,221
      
38,607
      
171,845
      
40,096
      
43,060
      
47,793
      
49,186
      
180,135
  
(Credit) Provision for loan losses
    
300
      
(500
)
    
100
      
1,350
      
1,250
      
(200
)
    
(491
)
    
300
      
50
      
(341
)
Net interest income after provison for loan losses
    
46,665
      
44,552
      
42,121
      
37,257
      
170,595
      
40,296
      
43,551
      
47,493
      
49,136
      
180,476
  
                                                                                 
Noninterest income
    
4,669
      
4,598
      
4,574
      
4,474
      
18,315
      
5,183
      
4,916
      
4,386
      
4,775
      
19,260
  
Noninterest expense
    
27,679
      
27,327
      
27,460
      
28,831
      
111,297
      
22,765
      
25,005
      
26,144
      
26,405
      
100,319
  
Income before income taxes
    
23,655
      
21,823
      
19,235
      
12,900
      
77,613
      
22,714
      
23,462
      
25,735
      
27,506
      
99,417
  
Income tax expense
    
5,909
      
5,451
      
4,555
      
3,052
      
18,967
      
5,625
      
5,591
      
6,371
      
6,596
      
24,183
  
Net income
  
$
17,746
    
$
16,372
    
$
14,680
    
$
9,848
    
$
58,646
    
$
17,089
    
$
17,871
    
$
19,364
    
$
20,910
    
$
75,234
  
                                                                                 
Per share data:
                                                                                
Basic earnings
  
$
0.93
    
$
0.86
    
$
0.77
    
$
0.52
    
$
3.08
    
$
0.89
    
$
0.93
    
$
1.01
    
$
1.10
    
$
3.93
  
Diluted earnings
    
0.93
      
0.86
      
0.77
      
0.52
      
3.08
      
0.89
      
0.93
      
1.01
      
1.10
      
3.93
  
Cash dividends declared
    
0.36
      
0.36
      
0.36
      
0.36
      
1.44
      
0.35
      
0.35
      
0.35
      
0.36
      
1.41
  
 
Page 32 of 104
Non-GAAP Financial Measures Reconciliation
 
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, as amended (the “Exchange Act”), such as TrustCo. Under the SEC’s 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. Certain of the financial measures used in this report, such as taxable equivalent net interest income and net interest margin, and efficiency ratio, are determined by methods other than in accordance with GAAP.
 
Taxable Equivalent Net Interest Income and Taxable Equivalent Net Interest Margin: Net interest income is commonly presented on a taxable equivalent basis.  That is, to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g., was received by the institution as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total.  Management considers this adjustment helpful to investors in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios.  Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets.  For purposes of this measure as well, taxable equivalent net interest income is generally used by financial institutions, again to provide investors with a better basis of comparison from institution to institution.  We calculate the taxable equivalent net interest margin by dividing GAAP net interest income, adjusted to include the benefit of non-taxable interest income, by average interest earnings assets.

The Efficiency Ratio: Financial institutions often use an “efficiency ratio” as a measure of expense control relative to revenue from net interest income and non-interest fee income.  We calculate the efficiency ratio by dividing total noninterest expenses as determined under GAAP, excluding other real estate expense, net, strategic branch closing costs, and a non-recurring expense related to the settlement of a class action lawsuit, by net interest income (fully taxable equivalent) and total noninterest income as determined under GAAP, excluding gain/loss on the disposal of assets from strategic branch closures from this calculation.  We believe that this provides a reasonable measure of primary banking expenses relative to primary banking revenue.  Additionally, we believe this measure is important to investors looking for a measure of efficiency in our productivity measured by the amount of revenue generated for each dollar spent.
 
We believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding the Company’s financial position, results and ratios.  Management internally assesses our performance based, in part, on these measures.  However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures.  As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies.
 
A reconciliation of the non-GAAP measures of taxable equivalent net interest margin and efficiency ratio to the most directly comparable GAAP financial measures is set forth below.
 
Page 33 of 104
Non-GAAP Financial Measures Reconciliation

(dollars in thousands, except per share amounts)
                              
(Unaudited)
                              
   
Years ended
  
   
12/31/23
    
12/31/22
    
12/31/21
    
12/31/20
    
12/31/19
  
Taxable Equivalent Net Interest Margin
                              
Net interest income (GAAP)
  
$
171,845
    
$
180,135
    
$
160,408
    
$
153,580
    
$
155,807
  
Taxable Equivalent Adjustment
    
-
      
1
      
1
      
3
      
5
  
Net interest income (Taxable Equivalent) (Non-GAAP)
  
$
171,845
    
$
180,136
    
$
160,409
    
$
153,583
    
$
155,812
  
                                         
Total Interest Earning Assets
    
5,910,391
      
6,014,850
      
5,928,077
      
5,403,000
      
5,023,914
  
                                         
Net Interest Margin (GAAP)
    
2.91
%
    
2.99
%
    
2.71
%
    
2.84
%
    
3.10
%
Taxable Equivalent Net Interest Margin (Non-GAAP)
    
2.91
%
    
2.99
%
    
2.71
%
    
2.84
%
    
3.10
%
                                         
   
Years ended
  
   
12/31/23
    
12/31/22
    
12/31/21
    
12/31/20
    
12/31/19
  
Efficiency Ratio
                                        
Net interest income (Taxable Equivalent) (Non-GAAP)
  
$
171,845
    
$
180,136
    
$
160,409
    
$
153,583
    
$
155,812
  
Non-interest income (GAAP)
    
18,315
      
19,260
      
17,937
      
17,170
      
18,591
  
Non-recurring loss
    
101
      
-
      
-
      
-
      
-
  
Less:  Net gain on securities
    
-
      
-
      
-
      
1,155
      
-
  
Less:  Net gain on sale of building and net gain on sale of nonperforming loans
            
268
      
-
      
-
      
-
  
Revenue used for efficiency ratio (Non-GAAP)
  
$
190,261
    
$
199,128
    
$
178,346
    
$
169,598
    
$
174,403
  
                                         
Total Noninterest expense (GAAP)
  
$
111,297
    
$
100,319
    
$
101,662
    
$
95,704
    
$
97,730
  
Less:  Branch closure expense
    
114
      
-
      
-
      
-
      
-
  
Less:  Non-recurring expenses (1)
    
2,750
      
-
      
-
      
-
      
-
  
Less:  Other real estate (income) expense, net
    
524
      
310
      
183
      
92
      
(166
)
Expenses used for efficiency ratio (Non-GAAP)
  
$
107,909
    
$
100,009
    
$
101,479
    
$
95,612
    
$
97,896
  
                                         
Efficiency Ratio
    
56.72
%
    
50.22
%
    
56.90
%
    
56.38
%
    
56.13
%

(1)
There were no non-recurring losses or expenses in the prior periods.

Page 34 of 104
Glossary of Terms
 
Allowance for Credit Losses on Loans:
 
A balance sheet account which represents management’s estimate of expected credit losses in the loan portfolio. The provision for credit 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 (Loss):
 
Net income plus the change in selected items recorded directly to capital such as the net change in unrealized market gains and losses on securities available for sale and the overfunded/underfunded positions in the retirement plans.
 
Core Deposits:
 
Deposits that are traditionally stable, including all deposits other than time deposits of $250,000 or more.
 
Derivative Investments:
 
Investments in futures contracts, forwards, swaps, or other investments with similar characteristics.
 
Diluted Earnings Per Share:
 
Net income divided by the weighted average number of common shares outstanding during the period, taking into consideration the effect of any dilutive stock options.
 
Earning Assets:
 
The sum of interest-bearing deposits with banks, securities available for sale, securities held to maturity, trading securities, loans, net of unearned income, and Federal Funds sold and other short-term investments.
 
Efficiency Ratio:
 
Noninterest expense (excluding other real estate expense) divided by taxable equivalent net interest income plus noninterest income (excluding securities transactions and other component income items).  This is an indicator of the total cost of operating the Company in relation to the total income generated.
 
Federal Funds Sold:
 
A short-term (generally one business day) investment of excess cash reserves from one bank to another.
 
Government Sponsored Enterprises (“GSE”):
 
Corporations sponsored by the United States government and include the Federal Home Loan Bank (FHLB), the Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac), the Federal National Mortgage Association (FNMA or Fannie Mae) and the Small Business Administration (SBA).
 
Page 35 of 104
Glossary of Terms (continued)
 
Individually Evaluated Loans:
 
Loans that no longer match the risk profile of the pool are individually assessed for credit losses. Non-accrual loans that have been delinquent 180 days or greater, commercial non-accrual loans and loans identified as troubled debt restructuring (“TDR”) are individually assessed.
 
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.
 
Loan Modifications:
 
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.  Loan modifications are considered impaired loans.
 
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 credit losses on loans written off as losses, net of the recovery of loans previously charged off.
 
Nonaccrual Loans:
 
Loans for which no periodic accrual of interest income is recognized.
 
Nonperforming Assets:
 
The sum of nonperforming loans plus foreclosed real estate properties.
 
Nonperforming Loans:
 
The sum of loans in a nonaccrual status (for purposes of interest recognition), plus accruing loans three payments or more past due as to principal or interest payments.
 
Parent Company:
 
A company that owns or controls a subsidiary through the ownership of voting stock.
 
Real Estate Owned:
 
Real estate acquired through foreclosure proceedings.
 
Return on Average Assets:
 
Net income as a percentage of average total assets.
 
Page 36 of 104
Glossary of Terms (continued)
 
Return on Average Equity:
 
Net income as a percentage of average equity.
 
Reverse Stock Split:
 
Effective as of May 28, 2021, the Company completed a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $1.00 per share, as previously approved by our shareholders. Proportional adjustments were made to the Company’s issued and outstanding common stock and to the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock units under the Company’s equity incentive plans. No fractional shares of common stock were issued in connection with the Reverse Stock Split, and shareholders received cash in lieu of any fractional shares. All references herein to common stock and per share data for all periods presented in the consolidated financial statements and notes thereto, have been retrospectively adjusted to reflect the Reverse Stock Split.
 
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):
 
Prior to 2023, a refinanced loan in which the bank allows the borrower certain concessions that would normally not be considered.  The concessions are made in light of the borrower’s financial difficulties and the bank’s objective to maximize recovery on the loan.  TDRs are considered impaired loans.
 
Page 37 of 104
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 (as such term is defined in Exchange Act Rule 13a-15(f)).  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, 2023.  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, 2023, the Company maintained effective internal control over financial reporting.
 
The Company’s internal control over financial reporting as of December 31, 2023 has been audited by Crowe LLP, the Company’s independent registered public accounting firm, as stated in their report which is included herein.
 
graphic 
 
Robert J. McCormick
Chairman, President, and Chief Executive Officer
 
graphic 
 
Michael M. Ozimek
Executive Vice President, and Chief Financial Officer
 
March 11, 2024

Page 38 of 104
graphic
Crowe LLP
Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Trustco Bank Corp NY
Glenville, New York

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of condition of Trustco Bank Corp NY (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on Internal Control – Integrated Framework: (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2022 due to the adoption of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (“ASC 326”). The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting principles.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Page 39 of 104
Definition and Limitations of Internal Control Over Financial Reporting

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Qualitative Factors

The Company adopted ASC 326 (“CECL”) on January 1, 2022, as described in Note 1 and referred to in the change in accounting principle explanatory paragraph above. The estimates of expected credit losses under the CECL methodology required under ASC 326 are based on relevant information about current conditions, past events, and reasonable and supportable forecasts regarding collectability of the reported amounts. In order to estimate the expected credit losses for loans, the Company utilized a discounted cash flow model which calculated a historical loss rate for each of the identified loan segments. The historical loss rates were then adjusted with qualitative factors and for reasonable and supportable forecast.

The determination of qualitative factors involves significant professional judgment and the use of subjective measurement by management. Evaluating management’s judgments in their determination of these qualitative factors required a high degree of auditor effort and judgment. Therefore, we considered the collective nature of the qualitative factors to be a critical audit matter due to: the subjective nature of the qualitative factors, the resulting measurement uncertainty, and the significance of the portion of the allowance for credit losses determined through qualitative factors.

The primary procedures we performed to address this critical audit matter included:


 •
Testing of design and operating effectiveness of management’s internal controls over the (i) reasonableness of significant assumptions used in the development of the qualitative factors; (ii) relevance and reliability of the data used in the determination of the qualitative factors and (iii) mathematical accuracy.

•
Testing management’s process related to the evaluation of qualitative factors. Procedures included (i) testing the relevance and reliability of significant data; (ii) evaluating the reasonableness of significant assumptions; and (iii) evaluating the overall reasonableness of the allowance for credit losses.

   
/s/ Crowe LLP

We have served as the Company’s auditor since 2009.
New York, New York
March 11, 2024

Page 40 of 104
TRUSTCO BANK CORP NY
Consolidated Statements of Income
(dollars in thousands, except per share data)

 
Years ended December 31,
  
   
2023
    
2022
    
2021
  
                   
Interest and dividend income:
                  
Interest and fees on loans
  
$
187,456
    
$
162,214
    
$
159,168
  
Interest and dividends on securities available for sale:
                        
U. S. government sponsored enterprises
    
2,805
      
1,405
      
314
  
State and political subdivisions
    
2
      
2
      
2
  
Mortgage-backed securities and collateralized mortgage obligations-residential
    
6,146
      
5,677
      
4,515
  
Corporate bonds
    
1,987
      
1,804
      
1,065
  
Small Business Administration-guaranteed participation securities
    
437
      
551
      
745
  
Other
    
10
      
9
      
20
  
Total interest and dividends on securities available for sale
    
11,387
      
9,448
      
6,661
  
 
                        
Interest on held to maturity securities:
                        
Mortgage-backed securities and collateralized mortgage obligations-residential
    
296
      
343
      
435
  
Total interest on held to maturity securities
     296       343       435  
 
                        
Federal Home Loan Bank stock
    
500
      
305
      
260
  
Interest on federal funds sold and other short-term investments
    
26,567
      
14,292
      
1,458
  
Total interest and dividend income
    
226,206
      
186,602
      
167,982
  
 
                        
Interest expense:
                        
Interest on deposits
    
53,352
      
5,727
      
6,665
  
Interest on short-term borrowings
    
1,009
      
740
      
909
  
Total interest expense
    
54,361
      
6,467
      
7,574
  
 
                        
Net interest income
    
171,845
      
180,135
      
160,408
  
Provision (Credit) for credit losses
    
1,250
      
(341
)
    
(5,450
)
Net interest income after provision (credit) for credit losses
    
170,595
      
180,476
      
165,858
  
 
                        
Noninterest income:
                        
Trustco Financial Services income
    
6,425
      
7,037
      
7,358
  
Fees for services to customers
    
10,648
      
10,947
      
9,799
  
Other
    
1,242
      
1,276
      
780
  
Total noninterest income
    
18,315
      
19,260
      
17,937
  
 
                        
Noninterest expense:
                        
Salaries and employee benefits
    
51,242
      
45,904
      
48,721
  
Net occupancy expense
    
17,427
      
17,527
      
17,742
  
Equipment expense
    
7,610
      
6,487
      
6,617
  
Professional services
    
6,245
      
5,577
      
6,108
  
Outsourced services
    
10,039
      
9,210
      
8,384
  
Advertising expense
    
1,878
      
2,046
      
1,975
  
FDIC and other insurance expense
    
4,300
      
3,159
      
3,010
  
Other real estate expense, net
    
524
      
310
      
183
  
Other
    
12,032
      
10,099
      
8,922
  
Total noninterest expense
    
111,297
      
100,319
      
101,662
  
 
                        
Income before income taxes
    
77,613
      
99,417
      
82,133
  
Income taxes
    
18,967
      
24,183
      
20,614
  
Net income
  
$
58,646
    
$
75,234
    
$
61,519
  
 
                        
Earnings per share:
                        
Basic
  
$
3.08
    
$
3.93
    
$
3.19
  
Diluted
  
$
3.08
    
$
3.93
    
$
3.19
  

See accompanying notes to consolidated financial statements.

Page 41 of 104
TRUSTCO BANK CORP NY
Consolidated Statements of Comprehensive Income
(dollars in thousands)

 
  
Years ended December 31,
  
 
  
2023
    
2022
    
2021
  
 
                  
Net income
  
$
58,646
    
$
75,234
    
$
61,519
  
 
                        
Net unrealized holding gain (loss) on securities available for sale
    
11,293
      
(43,513
)
    
(9,715
)
Tax effect
    
(2,921
)
    
11,268
      
2,503
  
Net unrealized gain (loss) on securities available for sale, net of tax
    
8,372
      
(32,245
)
    
(7,212
)
                         
Change in overfunded position in pension and postretirement plans arising during the year
    
7,955
      
(8,266
)
    
10,297
  
Tax effect
    
(2,067
)
    
2,148
      
(2,675
)
Change in overfunded position in pension and postretirement plans arising during the year, net of tax
    
5,888
      
(6,118
)
    
7,622
  
 
                        
Amortization of net actuarial gain
    
(423
)
    
(1,008
)
    
(674
)
Amortization of prior service cost (credit)
   
13
      
(313
)
    
405
  
Tax effect
    
107
      
343
      
70
  
Amortization of net actuarial gain and prior service cost (credit) on pension and postretirement plans, net of tax
    
(303
)
    
(978
)
    
(199
)
 
                        
Other comprehensive income (loss), net of tax
    
13,957
      
(39,341
)
    
211
  
Comprehensive income
  
$
72,603
    
$
35,893
    
$
61,730
  

See accompanying notes to consolidated financial statements.

Page 42 of 104
TRUSTCO BANK CORP NY
Consolidated Statements of Condition
(dollars in thousands, except per share data)

 
As of December 31,
  
 
  
2023
    
2022
  
ASSETS
            
 
            
Cash and due from banks
  
$
49,274
    
$
43,429
  
Federal funds sold and other short term investments
    
528,730
      
607,170
  
Total cash and cash equivalents
    
578,004
      
650,599
  
Securities available for sale
    
452,289
      
481,513
  
Held to maturity securities ($6,396 and $7,580 fair value at December 31, 2023 and 2022, respectively)
    
6,458
      
7,707
  
Federal Home Loan Bank stock
    
6,203
      
5,797
  
Loans, net of deferred costs
    
5,002,879
      
4,733,201
  
Less: Allowance for credit loss on loans
    
48,578
      
46,032
  
Net loans
    
4,954,301
      
4,687,169
  
Bank premises and equipment, net
    
34,007
      
32,556
  
Operating lease right-of-use assets
    
40,542
      
44,727
  
Other assets
    
96,387
      
89,984
  
 
                
Total assets
  
$
6,168,191
    
$
6,000,052
  
 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY
                
Deposits:
                
Demand
  
$
754,532
    
$
838,147
  
Savings accounts
    
1,179,241
      
1,521,473
  
Interest-bearing checking
    
1,015,213
      
1,183,321
  
Money market deposit accounts
    
565,767
      
621,106
  
Time accounts
    
1,836,024
      
1,028,763
  
Total deposits
    
5,350,777
      
5,192,810
  
Short-term borrowings
    
88,990
      
122,700
  
Operating lease liabilities
    
44,471
      
48,980
  
Accrued expenses and other liabilities
    
38,668
      
35,575
  
 
                
Total liabilities
    
5,522,906
      
5,400,065
  
 
                
Commitments and contingent liabilities
    
     
 
 
                
SHAREHOLDERS’ EQUITY:
                
 
                
Capital stock: $1.00 par value; 30,000,000 shares authorized, 20,058,142 shares issued and 19,024,433 shares outstanding at both December 31, 2023 and 2022
    
20,058
      
20,058
  
Surplus
    
257,181
      
257,078
  
Undivided profits
    
425,069
      
393,831
  
Accumulated other comprehensive loss, net of tax
    
(13,237
)
    
(27,194
)
Treasury stock: 1,033,709 shares, at cost, at both December 31, 2023 and 2022
    
(43,786
)
    
(43,786
)
                 
Total shareholders’ equity
    
645,285
      
599,987
  
                 
Total liabilities and shareholders’ equity
  
$
6,168,191
    
$
6,000,052
  

See accompanying notes to consolidated financial statements.

Page 43 of 104
TRUSTCO BANK CORP NY
Consolidated Statements of Changes in Shareholders’ Equity
(dollars in thousands, except per share data)

 
  
Capital
Stock
    
Surplus
    
Undivided
Profits
    
Accumulated
Other
Comprehensive
Income (Loss)
    
Treasury
Stock
    
Total
  
 
                                    
Beginning balance, January 1, 2021 (1)
  $ 20,041     $
256,606     $
313,974     $
11,936     $
(34,396 )   $
 568,161  
Net income
    
-
      
-
      
61,519
      
-
      
-
      
61,519
  
Change in other comprehensive income (loss), net of tax
    
-
      
-
      
-
      
211
      
-
      
211
  
Cash used to Settle fractional shares in the Reverse Stock Split
     (5 )     (195 )     -       -       -       (200 )
Stock options exercises (9,923 shares issues) (1)
     10       250       -       -       -       260  
Cash dividend declared, $1.3719 per share (1)
    
-
      
-
      
(26,437
)
    
-
      
-
      
(26,437
)
Purchase of treasury stock (71,260 shares) (1)
    
-
      
-
      
-
      
-
      
(2,386
)
    
(2,386
)
Ending balance, December 31, 2021
  
$
20,046
    
$
256,661
    
$
349,056
    
$
12,147
    
$
(36,782
)
  
$
601,128
  
 
                                                
Cumulative impact of adoption of ASU 2016-13
                     (3,470 )                     (3,470 )
Balance, January 1, 2022 as adjusted for impact of adoption of ASU 2016-13
   $ 20,046     $ 256,661     $ 345,586     $ 12,147     $ (36,782 )   $ 597,658  
Net income
    
-
      
-
      
75,234
      
-
      
-
      
75,234
  
Change in other comprehensive (loss) income, net of tax
    
-
      
-
      
-
      
(39,341
)
    
-
      
(39,341
)
Stock options exercises (12,458 shares issued)
     12       417       -       -       -       429  
Cash dividend declared, $1.4100 per share
    
-
      
-
      
(26,989
)
    
-
      
-
      
(26,989
)
Purchase of treasury stock (208,014 shares)
    
-
      
-
      
-
      
-
      
(7,004
)
    
(7,004
)
Ending balance, December 31, 2022
  
$
20,058
    
$
257,078
    
$
393,831
    
$
(27,194
)
  
$
(43,786
)
  
$
599,987
  
                                                 
Net income
     -       -       58,646       -       -       58,646  
Change in other comprehensive income (loss), net of tax
    -       -       -       13,957       -       13,957  
Cash dividend declared, $1.4400 per share
     -       -       (27,408 )     -       -       (27,408 )
Stock based compensation expense     -       103       -       -       -       103  
Ending balance, December 31, 2023   $ 20,058     $ 257,181     $ 425,069     $ (13,237 )   $ (43,786 )   $ 645,285  

(1)
All periods presented have been adjusted for the 1 for 5 reverse stock split which occurred on May 28, 2021.

See accompanying notes to consolidated financial statements.
Page 44 of 104
TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows
(dollars in thousands, except per share data)

 
  
Years ended December 31,
  
 
  
2023
    
2022
    
2021
  
Cash flows from operating activities:
                  
Net income
  
$
58,646
    
$
75,234
    
$
61,519
  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Depreciation and amortization
    
4,114
      
4,101
      
4,219
  
Amortization of right-of-use asset
    
6,672
      
6,452
      
6,383
  
Net gain on sale of other real estate owned
    
(355
)
    
(122
)
    
(216
)
Writedown of other real estate owned
    
143
      
68
      
121
  
Provision (Credit) for credit losses
    
1,250
      
(341
)
    
(5,450
)
Deferred tax expense (benefit)
    
2,156
      
4,114
      
(238
)
Net amortization of securities
    
1,734
      
2,266
      
3,955
  
Stock based compensation expense
    
103
      
-
      
-
  
Net loss (gain) on sale of bank premises and equipment
    
101
      
(315
)
    
-
  
(Increase) Decrease in taxes receivable
    
(79
)
    
4,906
      
(148
)
(Increase) Decrease in interest receivable
    
(2,192
)
    
(2,393
)
    
932
  
Increase (Decrease) in interest payable
    
3,010
      
439
      
(311
)
Increase in other assets
    
(5,588
)
    
(8,432
)
    
(10,247
)
Decrease in operating lease liabilities
    
(6,996
)
    
(6,829
)
    
(6,652
)
Increase (Decrease) in accrued expenses and other liabilities
    
1,410
      
(522
)
    
1,498
  
Total adjustments
    
5,483
      
3,392
      
(6,154
)
Net cash provided by operating activities
    
64,129
      
78,626
      
55,365
  
Cash flows from investing activities:
                        
Proceeds from paydowns and calls of securities available for sale
    
53,503
      
68,954
      
148,609
  
Purchases of securities available for sale
    
(19,678
)
    
(203,516
)
    
(139,962
)
Proceeds from maturities of securities available for sale
    
5,008
      
15,057
      
9,162
  
Proceeds from calls and maturities of held to maturity securities
    
1,199
      
2,142
      
3,780
  
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock
    
(406
)
    
(193
)
    
(98
)
Net increase in loans
    
(269,952
)
    
(296,343
)
    
(194,677
)
Proceeds from dispositions of other real estate owned
    
2,399
      
588
      
764
  
Proceeds from dispositions of bank premises and equipment
    
-
      
470
      
6
  
Purchases of bank premises and equipment
    
(5,666
)
    
(3,785
)
    
(2,840
)
Net cash used in investing activities
    
(233,593
)
    
(416,626
)
    
(175,256
)
Cash flows from financing activities:
                        
Net change in deposits
    
157,967
      
(75,319
)
    
230,936
  
Net change in short-term borrowings
    
(33,710
)
    
(121,986
)
    
29,931
  
Proceeds from exercise of stock options and related tax benefits
    
-
      
429
      
260
  
Cash used to settle fractional shares in the Reverse Stock Split
     -       -       (200 )
Purchases of treasury stock
    
-
      
(7,004
)
    
(2,386
)
Dividends paid
    
(27,388
)
    
(26,991
)
    
(26,279
)
Net cash provided by (used in) financing activities
    
96,869
      
(230,871
)
    
232,262
  
Net (decrease) increase in cash and cash equivalents
    
(72,595
)
    
(568,871
)
    
112,371
  
Cash and cash equivalents at beginning of period
    
650,599
      
1,219,470
      
1,107,099
  
Cash and cash equivalents at end of period
  
$
578,004
    
$
650,599
    
$
1,219,470
  

Cash paid during the year for:
                  
Interest paid
  
$
51,351
    
$
6,028
    
$
7,885
  
Income taxes paid
    
19,064
      
19,459
      
20,493
  
Non cash investing and financing activites:
                        
Transfer of loans to real estate owned
    
320
      
2,233
      
490
  
Change in dividends payable
    
20
      
(2
)
    
158
  
Change in unrealized gain (loss) on securities available for sale - gross of deferred taxes
    
11,293
      
(43,513
)
    
(9,715
)
Change in deferred tax effect on unrealized (gain) loss on securities available for sale, net of reclassification adjustment
    
(2,921
)
    
11,268
      
2,503
  
Amortization of net actuarial gain and prior service credit on pension and post retirement plans, gross of deferred taxes
    
(410
)
    
(1,321
)
    
(269
)
Change in deferred tax effect of amortization of net actuarial gain and prior service credit on pension and post retirement plans
    
107
      
343
      
70
  
Change in overfunded portion of pension and post retirement benefit plans (ASC 715) - gross of deferred taxes
    
7,955
      
(8,266
)
    
10,297
  
Deferred tax effect of change in overfunded portion of pension and post retirement benefit plans (ASC 715)
    
(2,067
)
    
2,148
      
(2,675
)

See accompanying notes to consolidated financial statements.

Page 45 of 104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)
Basis of Presentation


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


Consolidation


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


Reverse Stock Split


Effective as of May 28, 2021, the Company completed a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $1.00 per share. Proportional adjustments were made to the Company’s issued and outstanding common stock and to the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock units under the Company’s equity incentive plans. No fractional shares of common stock were issued in connection with the Reverse Stock Split, and shareholders received cash in lieu of any fractional shares. All references herein to common stock and per share data for all periods presented in the consolidated financial statements and notes thereto, have been retrospectively adjusted to reflect the Reverse Stock Split.


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 (Debt Securities)


Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are generally amortized on the level-yield method without anticipating prepayments. Premiums on callable debt securities are amortized to their earlier call date. Discounts are amortized to maturity date. Gains and losses are recorded on the trade date and determined using the specific identification method.


A debt security is placed on non-accrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on non-accrual is reversed against interest income.


The Company measures expected credit losses on securities held to maturity debt on a collective basis. Accrued interest receivable on held to maturity debt securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers nature of the Issuer, historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Based on the nature of the issuer, there is no allowance for credit losses on held to maturity securities.


The Company evaluates securities available for sale in an unrealized loss position for other than temporary impairment (“OTTI”) by first assessing whether it intends to sell or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available for sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Additional discussion of OTTI is included in Note 3 of the consolidated financial statements.
 
Page 46 of 104

Federal Reserve Bank of New York (Reserve Bank) and Federal Home Loan Bank (FHLB) stock


The Bank is a member of the FHLB system.  Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts.  FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.  Dividends are reported as income.  The Bank was also a member of the Federal Reserve Bank of New York until it discontinued its membership in 2020 and the Reserve Bank stock was redeemed.  Prior to the stock redemption, the Reserve Bank stock was carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value.  Any dividends received were reported as income.


Loans


Loans that management has the intent and ability to hold for the near future or until maturity or payoff are reported at amortized cost net of allowance for credit losses on loans. Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Interest income is accrued on unpaid principal balances.  Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.


Interest income from mortgage and commercial loans is discontinued and placed on non-accrual status at the time the loan is 90 days delinquent. Non-accrual loans are individually reviewed and charged off at 180 days past due. Commercial loans are charged off to the extent principal or interest is deemed uncollectible. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful.


All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought to current and future payments are reasonably assured.


Allowance for Credit Losses on Loans


The allowance for credit losses on loans (“ACLL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of the loan balance is confirmed. Expected recoveries are not to exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses.


The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company uses the Discounted Cash Flow method to determine the historical loss experience using the probability of default and loss given default approach. The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing an 8-quarter reasonable and supportable forecast period with immediate reversion. Management has determined unemployment rates for key metropolitan areas in New York and Florida as its primary economic indicator to be utilized for the forecast. Management also considers other economic indicators are considered as a part of the qualitative framework. The ACLL reserve is overlaid with qualitative considerations for changes in underwriting standards, portfolio mix, delinquency levels, or economic conditions such as changes in the consumer pricing index (“CPI”), property values, and gross metro product to make adjustments to historical loss information (“qualitative factors”). The determination of qualitative factors involves significant judgement and subjective measurement.


The ACLL is measured on a collective (pool) basis when similar risk characteristics exist. The Company evaluates its risk characteristics of loans based on regulatory call report code with sub-segmentation based on geographic territory (New York and Florida). Risk characteristics relevant to each portfolio segment are as follows:


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.

Page 47 of 104

Loans that do not share risk characteristics are evaluated on an individual basis, which the Company has determined are non-accrual loans that have been delinquent 180 days or greater, commercial non-accrual loans and loans identified as loan modifications. Loans evaluated individually are not also included in the collective evaluation. Estimates of specific allowance may be determined by the present value of anticipated future cash flows or the loan’s observable fair market value, or the fair value of the collateral less costs to sell, if the loan is collateral dependent. However, for collateral dependent loans, the amount of the amortized cost in a loan that exceeds the fair value of the collateral is charged-off against the allowance for credit losses on loans in lieu of an allocation of a specific allowance amount when such an amount has been identified definitively as uncollectible.


A loan for which terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered a loan modification. 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 near future without the modification.  This evaluation is performed under the Company’s underwriting policy.  Generally, the modification of the terms of loans was the result of the borrower filing for bankruptcy protection.  Chapter 13 bankruptcies generally include the deferral of all past due amounts for a period of generally 60 months in accordance with the bankruptcy court order.  In the case of Chapter 7 bankruptcies, even though there was no modification of terms, the borrowers’ debt to the Company was discharged and they may not reaffirm the debt.


Loan modifications that have subsequently defaulted have the underlying collateral evaluated at the time these loans were identified as loan modifications, 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 allowance for unfunded commitments is maintained at a level by the Company determined to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit). The allowance for unfunded commitments is recorded as a separate liability and is included with Accrued expenses and other liabilities on the consolidated statements of condition. Changes in the reserve are recorded through the provision for credit losses on the consolidated statements of income.



Prior to the adoption of CECL, the Company calculated the allowance for loan losses under the incurred loss methodology.


Bank Premises and Equipment


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


Other Real Estate Owned


Assets that are acquired through or instead of foreclosure are initially recorded at fair value less costs to sell.  These assets are subsequently accounted for at the lower of cost or fair value less costs to sell.  Subsequent write downs and gains and losses on sale are included in noninterest expense.  Operating costs after acquisition are also included in noninterest expense.  At December 31, 2023 and 2022, there were $194 thousand and $2.1 million, respectively, of other real estate owned included in the category of Other Assets in the accompanying Consolidated Statements of Condition.


Income Taxes


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


Dividend Restrictions


The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company.  The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements and the filing of notices with the Bank’s and the Company’s regulators.  The Bank’s primary regulator may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation, or agreement between the Bank and a regulator or a condition imposed in a previously approved application or notice. Currently the Bank meets the regulatory definition of a well-capitalized institution.  During 2024, the Bank could declare dividends of approximately $99.8 million plus any 2024 net profits retained to the date of the dividend declaration.

Page 48 of 104

Benefit Plans


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


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


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


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


Stock-Based Compensation Plans


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


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


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


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


Earnings Per Share


Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period.  All outstanding unvested share‑based payment awards that contain rights to non‑forfeitable dividends are considered participating securities for this calculation.  Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options.  At December 31, 2023, 2022, and 2021, the Company did not have any unvested awards that would be considered participating securities.


Segment Reporting


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


Cash and Cash Equivalents


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


Trust Assets


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


Comprehensive Income


Comprehensive income 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.

Page 49 of 104

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.


Recently Adopted Accounting Standards


On January 1, 2022, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses” (referred to as “CECL” and as Accounting Standards Codification Topic 326 (“ASC 326”)), which amended existing guidance to replace current generally accepted accounting principles used to measure a reporting entity’s credit losses.  The main objective of this update is to provide financial statement users with enhanced financial disclosures for more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.  To achieve this objective, the amendments in this update replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  The allowance for credit losses on loans is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. The measurement of expected credit losses under the CECL methodology applies to financial assets measured at amortized cost including loan receivables and held to maturity debt securities.   The update also applies to off-balance sheet exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees and other similar instruments).


In addition, CECL made changes to the accounting for available for sale securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale debt securities that management does not intend to sell or believes that it is more likely than not they will be required to sell.


The Company adopted CECL using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2022 are presented under CECL while prior period amounts continue to be reported in accordance with previous applicable GAAP. On the adoption date, the Company increased the allowance for credit losses on loans by $2.4 million and increased the allowance for credit losses for unfunded commitments by $2.3 million (included in Accrued expenses and other liabilities). The Company recorded a net decrease to undivided profits of $3.5 million, net of $1.2 million in deferred tax balances as of January 1, 2022 for the cumulative effect of adopting CECL.
   

The Company did not record an allowance for credit losses as of January 1, 2022 on its securities available for sale or held to maturity.
   

The impact of the January 1, 2022 adoption entry is summarized in the table below:

(in thousands)
  
December 31,
2021 Pre-CECL
Adoption
    
Impact of
Adoption
    
January 1, 2022
Post-CECL
Adoption
  
Assets:
                  
Allowance for credit losses on loans
  
$
44,267
    
$
2,353
    
$
46,620
  
Allowance for credit losses on securities
    
-
      
-
      
-
  
Liabilities and shareholders’ equity:
                        
Other liabilities (ACL unfunded loan commitments)
    
18
      
2,335
      
2,353
  
Tax Effect, net (included in other assets)
 
-
      
(1,218
)
    
-
  
Total
    44,285       3,470       48,973  
                         
Undivided Profits
  
$
349,056
    
$
(3,470
)
  
$
345,586
  

Page 50 of 104

ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures: In March 2022, FASB issued ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures. ASU 2022-02 eliminates the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, the amendments in this ASU require that public business entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments - Credit Losses -Measured at Amortized Cost. For entities, like TrustCo, that have adopted the amendments in ASU 2016-13, the amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption was permitted, including adoption in an interim period. An entity may have elected to adopt the loan modification guidance and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company adopted the ASU on January 1, 2023 using the prospective approach and the adoption did not have a material impact to the Company, however, disclosures were modified for the new guidance.

(2)
Cash and Cash Equivalents


Cash and Cash Equivalents includes cash on hand, due from banks, and Federal fund sold and short-term investments with original maturities of 90 days or less.  The Federal Reserve Bank requires the bank to maintain certain reserve requirements.  As of December 31, 2023 and 2022 this reserve requirement was zero.

(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, 2023
  
 
  
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair
Value
  
 
                        
U.S. government sponsored enterprises
  
$
121,728
     $
5
     $
3,065
     $
118,668
  
State and political subdivisions
    
26
      
-
      
-
      
26
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
263,182
      
270
      
25,775
      
237,677
  
Corporate bonds
    
80,150
      
-
      
2,098
      
78,052
  
Small Business Administration - guaranteed participation securities
    
18,740
      
-
      
1,554
      
17,186
  
Other
    
687
      
11
      
18
      
680
  
Total securities available for sale
  
$
484,513
     $
286
     $
32,510
     $
452,289
  

(dollars in thousands)
  
December 31, 2022
  
 
  
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
Losses
    
Fair
Value
  
 
                        
U.S. government sponsored enterprises
  
$
124,123
     $
1
     $
5,937
     $
118,187
  
State and political subdivisions
    
34
      
-
      
-
      
34
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
291,431
      
34
      
31,149
      
260,316
  
Corporate bonds
    
85,641
      
-
      
4,295
      
81,346
  
Small Business Administration - guaranteed participation securities
    
23,115
      
-
      
2,138
      
20,977
  
Other
    
686
      
-
      
33
      
653
  
Total securities available for sale
   $
525,030
     $
35
     $
43,552
     $
481,513
  


The following table categorizes the amortized cost and fair value of debt securities included in the available for sale portfolio as of December 31, 2023, 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
  
$
70,701
     $
70,059
  
Due in after one year through five years
    
131,890
      
127,367
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
263,182
      
237,677
  
Small Business Administration - guaranteed participation securities
    
18,740
      
17,186
  
 
  
$
484,513
     $
452,289
  

Page 51 of 104

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, 2023
  
 
  
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
  
$
-
     $
-
     $
116,163
     $
3,065
     $
116,163
     $
3,065
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
-
      
-
      
227,891
      
25,775
      
227,891
      
25,775
  
Corporate bonds
    
-
      
-
      
78,052
      
2,098
      
78,052
      
2,098
  
Other
    -       -       631       18       631       18  
Small Business Administration - guaranteed participation securities
    -       -       17,186       1,554       17,186       1,554  
                                                 
Total
  
$
-
     $
-
     $
439,923
     $
32,510
     $
439,923
     $
32,510
  

(dollars in thousands)
  
December 31, 2022
  
 
  
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
  
$
57,849
     $
1,290
     $
55,337
     $
4,647
     $
113,186
     $
5,937
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
164,772
      
13,010
      
93,009
      
18,139
      
257,781
      
31,149
  
Corporate bonds
    
52,805
      
2,395
      
28,542
      
1,900
      
81,347
      
4,295
  
Small Business Administration - guaranteed participation securities
    802       71       20,175       2,067       20,977       2,138  
Mortgage backed securities and collateralized mortgage obligations - commercial
     -       -       -       -       -       -  
Other
     49       1       568       32       617       33  
                                                 
Total
  
$
276,277
     $
16,767
     $
197,631
     $
26,785
     $
473,908
     $
43,552
  



The proceeds from sales, calls/paydowns and maturities of securities available for sale, and gross realized gains and gross realized losses from sales during 2023, 2022, and 2021 are as follows:


  
Years ended December 31,
  
(dollars in thousands)
  
2023
    
2022
    
2021
  
                         
Proceeds from sales
  
$
-
    
$
-
    
$
-
  
Proceeds from calls/paydowns
    
53,503
      
68,954
      
148,609
  
Proceeds from maturities
    
5,008
      
15,057
      
9,162
  
Gross realized losses     -       -       -  
Gross realized gains
    
-
      
-
      
-
  


The amount of securities pledged to secure short-term borrowings and for other purposes amounted to $155.3 million and $171.4 million at December 31, 2023 and 2022, respectively. There was no allowance for credit losses recorded for securities available for sale as of December 31, 2023 and 2022, respectively. All securities are performing in accordance with contractual terms.

Page 52 of 104
(b)
Held to maturity securities


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

 
  
December 31, 2023
  
(dollars in thousands)
  
Amortized
Cost
    
Gross
Unrecognized
Gains
    
Gross
Unrecognized
Losses
    
Fair
Value
  
Mortgage backed securities and collateralized mortgage obligations - residential
  
$
6,458
    
$
74
     $
136
     $
6,396
  
Total held to maturity
  
$
6,458
     $
74
     $
136
     $
6,396
  

 
  
December 31, 2022
  
(dollars in thousands)
  
Amortized
Cost
    
Gross
Unrecognized
Gains
    
Gross
Unrecognized
Losses
    
Fair
Value
  
Mortgage backed securities and collateralized mortgage obligations - residential
  
$
7,707
     $
90
     $
217
     $
7,580
  
Total held to maturity
  
$
7,707
     $
90
     $
217
     $
7,580
  


The following table categorizes the debt securities included in the held to maturity portfolio as of December 31, 2023, based on the securities’ final maturity.  Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty.  Securities not due at a single maturity date are shown separately.

(dollars in thousands)
  
Amortized
Cost
    
Fair
Value
  
Mortgage backed securities and collateralized mortgage obligations - residential
  
$
6,458
      
6,396
  
 
  
$
6,458
      
6,396
  


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



  
December 31, 2023
 
(dollars in thousands)  
Less than
12 months
    
12 months
or more
    
Total
  
 
  
Fair
Value
    
Gross
Unrec.
Loss
    
Fair
Value
    
Gross
Unrec.
Loss
    
Fair
Value
    
Gross
Unrec.
Loss
  
Mortgage backed securities and collateralized mortgage obligations - residential
  
$
283
     $
3
     $
2,703
     $
133
     $
2,986
     $
136
  
Total
  
$
283
     $
3
     $
2,703
     $
133
     $
2,986
     $
136
  


Page 53 of 104

 
December 31, 2022
  
(dollars in thousands)  
Less than
12 months
    
12 months
or more
    
Total
  
 
  
Fair
Value
    
Gross
Unrec.
Loss
    
Fair
Value
    
Gross
Unrec.
Loss
    
Fair
Value
    
Gross
Unrec.
Loss
  
Mortgage backed securities and collateralized mortgage obligations - residential
  
$
3,327
     $
206
     $
258
     $
11
     $
3,585
     $
217
  
Total
  
$
3,327
     $
206
     $
258
     $
11
     $
3,585
     $
217
  


There were no allowance for credit losses recorded for held to maturity securities during 2023 and 2022 and as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, there were no securities on non-accrual status and all securities were performing in accordance with contractual terms.

(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, 2023 that represent greater than 10% of shareholders’ equity:

(dollars in thousands)
  
Amortized
Cost
    
Fair
Value
  
Federal National Mortgage Association
  
$
165,146
     $
149,532
  
Federal Home Loan Mortgage Corporation
    
103,230
      
95,243
  
Corporate Bonds
     80,150       78,052  

(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.


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



As of December 31, 2023, 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, 2023.

Mortgage backed securities and collateralized mortgage obligations – residential


At December 31, 2023, 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, 2023.

Page 54 of 104
Small Business Administration (SBA) - guaranteed participation securities:


At December 31, 2023, all of the SBA securities held by the Company were issued and guaranteed by the 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, 2023.

Corporate Bonds and other


At December 31, 2023, corporate bonds held by the Company are investment grade quality. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2023.

(4)
Loan Portfolio and Allowance for Credit Losses


The following table presents loans by portfolio segment:


  
December 31, 2023
  
(dollars in thousands)
  
New York and
              
   
other states*
     Florida     Total  
Commercial:
                  
Commercial real estate
  
$
212,754
    
$
39,501
    
$
252,255
  
Other
    
20,863
      
397
      
21,260
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
2,756,914
      
1,550,191
      
4,307,105
  
Home equity loans
    
44,152
      
13,806
      
57,958
  
Home equity lines of credit
    
212,298
      
135,117
      
347,415
  
Installment
    
12,057
      
4,829
      
16,886
  
Total loans, net
  
$
3,259,038
    
$
1,743,841
      
5,002,879
  
Less: Allowance for credit losses
                    
48,578
  
Net loans
                  
$
4,954,301
  
*Includes New York, New Jersey, Vermont and Massachussetts.
 
 
  
December 31, 2022
  
(dollars in thousands)
  
New York and
              
   
other states*
     Florida     Total  
Commercial:
                  
Commercial real estate
  
$
177,371
    
$
32,551
    
$
209,922
  
Other
    
20,221
      
868
      
21,089
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
2,776,989
      
1,369,913
      
4,146,902
  
Home equity loans
    
43,999
      
12,550
      
56,549
  
Home equity lines of credit
    
191,926
      
94,506
      
286,432
  
Installment
    
9,408
      
2,899
      
12,307
  
Total loans, net
  
$
3,219,914
    
$
1,513,287
      
4,733,201
  
Less: Allowance for credit losses
                    
46,032
  
Net loans
                  
$
4,687,169
  
*Includes New York, New Jersey, Vermont and Massachussetts.


Included in commercial loans above are Paycheck Protection Program (“PPP”) loans totaling $620 thousand and $1.0 million as of December 31, 2023 and 2022, respectively.


At December 31, 2023 and 2022, the Company had approximately $29.1 million and $36.4 million, respectively, of real estate construction loans. Of the $29.1 million in real estate construction loans at December 31, 2023, approximately $8.0 million are secured by first mortgages to residential borrowers while approximately $21.1 million were to commercial borrowers for residential construction projects. Of the $36.4 million in real estate construction loans at December 31, 2022, approximately $14.1 million are secured by first mortgages to residential borrowers while approximately $22.3 million were to commercial borrowers for residential construction projects. The majority of construction loans are in the Company’s New York market.


At December 31, 2023 and 2022, loans to executive officers, directors, and to associates of such persons aggregated $29.3 million and $20.5 million, respectively.  During 2023, approximately $16.0 million of new loans were made, and repayments of loans totaled approximately $7.2 million.  The composition of the related parties’ loan balances had no changes during the year. All loans are current according to their term.


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

Page 55 of 104

Allowance for credit losses on loans


The level of the ACLL is based on factors that influence management’s current estimate of expected credit losses, including past events and current conditions. Consistent with the prior year, the Company has determined the Moody’s Stagflation forecast scenario to be appropriate for the December 31, 2023 ACLL calculation. The Company selected the Moody’s Stagflation economic forecast for credit losses as management expects that markets will experience a slight decline in economic conditions and an increase in the unemployment rate over the next two years.


Activity in the allowance for credit losses on loans by portfolio segment for the years ended December 31, 2023, and 2022 are summarized as follows:


   
For the year ended December 31, 2023
  
(dollars in thousands)
        
Real Estate
              
         
Mortgage-
              

 
Commercial
    
1 to 4 Family
    
Installment
    
Total
  
Balance at beginning of period
  
$
2,596
    
$
43,271
    
$
165
    
$
46,032
  
Loans charged off:
                                
New York and other states*
    
-
      
371
      
97
      
468
  
Florida
    
-
      
-
      
79
      
79
  
Total loan chargeoffs
    
-
      
371
      
176
      
547
  
                                 
Recoveries of loans previously charged off:
                                
New York and other states*
    
129
      
392
      
45
      
566
  
Florida
    
-
      
25
      
2
      
27
  
Total recoveries
    
129
      
417
      
47
      
593
  
Net loans (recoveries) charged off
    
(129
)
    
(46
)
    
129
      
(46
)
(Credit) provision for credit losses
    
10
      
2,308
      
182
      
2,500
  
Balance at end of period
  
$
2,735
    
$
45,625
    
$
218
    
$
48,578
  


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

    For the year ended December 31, 2022  
(dollars in thousands)
        
Real Estate
              
         
Mortgage-
              
    Commercial
   
1 to 4 Family
     Installment
    Total
 
Balance at beginning of period
  
$
3,135
      
40,689
      
443
      
44,267
  
Impact of ASU 2016-13, Current Expected Credit Loss (CECL)
  

(986
)
    
3,717
      
(378
)
    
2,353
  
Balance as of January 1, 2022 as adjusted for ASU 2016-13
  

2,149
      
44,406
      
65
      
46,620
  
Loans charged off:                                
New York and other states*
    
40
      
24
      
87
      
151
  
Florida
    
-
      
-
      
1
      
1
  
Total loan chargeoffs
    
40
      
24
      
88
      
152
  
                                 
Recoveries of loans previously charged off:                                
New York and other states*
    
4
      
450
      
7
      
461
  
Florida
    
-
      
-
      
3
      
3
  
Total recoveries
    
4
      
450
      
10
      
464
  
Net loan recoveries
    
36
      
(426
)
    
78
      
(312
)
(Credit) provision for loan losses
    
483
      
(1,561
)
    
178
      
(900
)
Balance at end of period
  
$
2,596
      
43,271
      
165
      
46,032
  


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

Page 56 of 104

Activity in the allowance for loan losses by portfolio segment as calculated under the probable incurred loss method for the year ended December 31, 2021 is as follows:

   
For the year ended December 31, 2021
  
(dollars in thousands)
        
Real Estate
              
         
Mortgage-
              

 
Commercial
    
1 to 4 Family
    
Installment
    
Total
  
Balance at beginning of period
  
$
4,140
    
$
44,950
    
$
505
    
$
49,595
  
Loans charged off:
                                
New York and other states*
    
30
      
339
      
58
      
427
  
Florida
    
-
      
1
      
2
      
3
  
Total loan chargeoffs
    
30
      
340
      
60
      
430
  
                                 
Recoveries of loans previously charged off:
                                
New York and other states*
    
32
      
464
      
54
      
550
  
Florida
    
-
      
2
      
-
      
2
  
Total recoveries
    
32
      
466
      
54
      
552
  
Net loans charged off
    
(2
)
    
(126
)
    
6
      
(122
)
Credit for loan losses
    
(1,007
)
    
(4,387
)
    
(56
)
    
(5,450
)
Balance at end of period
  
$
3,135
    
$
40,689
    
$
443
    
$
44,267
  


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


The following tables present the balance in the allowance for credit losses on loans by portfolio segment and based on impairment evaluation as of December 31, 2023 and 2022:

 
  
As of December 31, 2023
  
(dollars in thousands)
        
1-to-4 Family
              
    Commercial     Residential     Installment        
    Loans    
Real Estate
     Loans     Total  
Allowance for credit losses on loans:
                        
Ending allowance balance attributable to loans:
                        
Individually evaluated for impairment
  
$
-
     $
-
     $
-
     $
-
  
Collectively evaluated for impairment
    
2,735
      
45,625
      
218
      
48,578
  
 
                                
Total ending allowance balance
  
$
2,735
     $
45,625
     $
218
     $
48,578
  
 
                                
Loans:
                                
Individually evaluated for impairment
  
$
957
     $
23,628
     $
144
     $
24,729
  
Collectively evaluated for impairment
    
272,558
      
4,688,850
      
16,742
      
4,978,150
  
 
                                
Total ending loans balance
  
$
273,515
     $
4,712,478
     $
16,886
     $
5,002,879
  

Page 57 of 104
 
  
As of December 31, 2022
  
(dollars in thousands)
       
1-to-4 Family
              
   
Commercial
     Residential     Installment        
    Loans    
Real Estate
     Loans     Total  
Allowance for credit losses on loans:
                        
Ending allowance balance attributable to loans:
                        
Individually evaluated for impairment
  
$
-
     $
-
     $
-
     $
-
  
Collectively evaluated for impairment
    
2,596
      
43,271
      
165
      
46,032
  
 
                                
Total ending allowance balance
   $
2,596
      
43,271
      
165
      
46,032
  
 
                                
Loans:
                                
Individually evaluated for impairment
  
$
646
      
24,967
      
82
      
25,695
  
Collectively evaluated for impairment
    
230,365
      
4,464,916
      
12,225
      
4,707,506
  
 
                                
Total ending loans balance
  
$
231,011
     $
4,489,883
  
$
12,307
     $
4,733,201
  


The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (accrued expenses and other liabilities) with adjustments to the reserve recognized in (credit) provision for credit losses in the consolidated statements of income.


The Company’s activity in the allowance for credit losses on unfunded commitments were as follows:

(In thousands)
  
For the year ended
  
   
December 31, 2023
  
Balance at January 1, 2023
  
$
2,912
  
(Credit) provision  for credit losses
    
(1,250
)
Balance at December 31, 2023
  
$
1,662
  

(In thousands)
  
For the year ended
December 31, 2022
  
 
      
Balance at January 1, 2022
  
$
 18  
Impact of Adopting CECL
     2,335  
Adjusted Balance at January 1, 2022
   $
 2,353  
Provision for credit losses
     559  
Balance at December 31, 2022
  
$
 2,912  


Loan Credit Quality


The Company categorizes commercial 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, the Company’s loan grading process analyzes non-homogeneous loans, such as commercial loans and commercial real estate loans, individually by grading the loans based on credit risk.  The Company’s internal loan review department in accordance with the Company’s internal loan review policy tests the loan grades assigned to all loan types.


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 classified as such 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.


Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be “pass” rated loans.


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 credit losses on loans. The payment status of these homogeneous pools as of December 31, 2023 and December 31, 2022 is also included in the aging of the past due loans table. Nonperforming loans shown in the table below were loans on non-accrual status and loans over 90 days past due and accruing.

Page 58 of 104

As of December 31, 2023 and 2022, and based on the most recent analysis performed, the risk category of loans by class of loans, and gross charge-offs year to date for each loan type by origination year was as follows:

Loan Credit Quality
                                                      
(in thousands)
  
As of December 31, 2023
  
   
Term Loans Amortized Cost Basis by Origination Year
  
Commercial :
  
2023
    
2022
    
2021
    
2020
    
2019
    
Prior
    
Revolving
Loans
Amortized Cost Basis
    
Revolving
Loan
Converted
to Term
    
Total
  
Risk rating
                                                      
Pass
  
$
61,148
    
$
82,339
    
$
23,940
    
$
16,653
    
$
19,835
    
$
41,153
    
$
5,664
    
$
-
    
$
250,732
  
Special Mention
    
-
      
-
      
-
      
42
      
-
      
225
      
-
      
-
      
267
  
Substandard
    
-
      
-
      
-
      
-
      
-
      
1,256
      
-
      
-
      
1,256
  
Total Commercial Loans
  
$
61,148
    
$
82,339
    
$
23,940
    
$
16,695
    
$
19,835
    
$
42,634
    
$
5,664
    
$
-
    
$
252,255
  
 
                                                                        
Commercial Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
    
$
-
  
   
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
    
$
-
  
                                                                         
Commercial Other:
                                                                        
Risk rating
                                                                        
Pass
   $
7,873     $
2,164     $
1,933     $
1,386     $
321     $
2,641     $
4,482     $
-     $
20,800  
Special mention
    
-
      
-
      
-
      
-
      
-
      
-
      
34
      
-
      
34
  
Substandard
    
-
      
-
      
328
      
-
      
-
      
98
      
-
      
-
      
426
  
Total Commercial Real Estate Loans
  
$
7,873
    
$
2,164
    
$
2,261
    
$
1,386
    
$
321
    
$
2,739
    
$
4,516
    
$
-
    
$
21,260
  
                                                                         
Other Commercial Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
  
   
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
    
$
-
  
                                                                         
Residential First Mortgage:
                                                                        
Risk rating
                                                                        
Performing
  
$
417,197
    
$
565,601
    
$
877,736
    
$
732,798
    
$
342,559
    
$
1,354,867
    
$
3,042
    
$
-
    
$
4,293,800
  
Nonperforming
    
64
      
210
      
383
      
229
      
1,119
      
11,300
      
-
      
-
      
13,305
  
Total First Mortgage:
  
$
417,261
    
$
565,811
    
$
878,119
    
$
733,027
    
$
343,678
    
$
1,366,167
    
$
3,042
    
$
-
    
$
4,307,105
  
                                                                         
Residential First Mortgage Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
27
     $
336
     $
-
     $
-
    
$
363
  
   
$
-
     $
-
     $
-
     $
-
     $
27
     $
336
     $
-
     $
-
    
$
363
  
                                                                         
Home Equity Loans:
                                                                        
Risk rating
                                                                        
Performing
  
$
9,660
    
$
5,963
    
$
7,770
    
$
5,668
    
$
6,542
    
$
22,076
    
$
-
    
$
-
    
$
57,679
  
Nonperforming
    
-
      
-
      
-
      
-
      
-
      
279
      
-
      
-
      
279
  
Total Home Equity Loans:
  
$
9,660
    
$
5,963
    
$
7,770
    
$
5,668
    
$
6,542
    
$
22,355
    
$
-
    
$
-
    
$
57,958
  
                                                                         
Home Equity Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
   
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
                                                                         
Home Equity Lines of Credit:
                                                                        
Risk rating
                                                                        
Performing
  
$
355
    
$
641
    
$
248
    
$
75
    
$
10
    
$
15,964
    
$
327,059
    
$
-
    
$
344,352
  
Nonperforming
    
-
      
-
      
8
      
56
      
-
      
2,813
      
186
      
-
      
3,063
  
Total Home Equity Credit Lines:
  
$
355
    
$
641
    
$
256
    
$
131
    
$
10
    
$
18,777
    
$
327,245
    
$
-
    
$
347,415
  
 
                                                                        
Home Equity Lines of Credit:
                                                                        
Current-period Gross writeoffs
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
8
    
$
-
    
$
-
    
$
8
  
 
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
8
    
$
-
    
$
-
    
$
8
  
 
                                                                        
Installments:
                                                                        
Risk rating
                                                                        
Performing
  
$
8,473
    
$
4,592
    
$
1,484
    
$
360
    
$
198
    
$
605
    
$
1,008
    
$
-
    
$
16,720
  
Nonperforming
    
-
      
49
      
51
      
-
      
63
      
3
      
-
      
-
      
166
  
Total Installments
  
$
8,473
    
$
4,641
    
$
1,535
    
$
360
    
$
261
    
$
608
    
$
1,008
    
$
-
    
$
16,886
  
                                                                         
Installments Loans:
                                                                        
Current-period Gross writeoffs
  
$
16
    
$
67
    
$
50
    
$
1
    
$
21
    
$
21
    
$
-
    
$
-
    
$
176
  
   
$
16
    
$
67
    
$
50
    
$
1
    
$
21
    
$
21
    
$
-
    
$
-
    
$
176
  

Page 59 of 104
Loan Credit Quality
                                                      
(in thousands)
  
As of December 31, 2022
  
   
Term Loans Amortized Cost Basis by Origination Year
  
Commercial :
  
2022
    
2021
    
2020
    
2019
    
2018
    
Prior
    
Revolving
Loans
Amortized Cost Basis
    
Revolving
Loan
Converted
to Term
    
Total
  
Risk rating
                                                      
Pass
  
$
79,430
    
$
29,991
    
$
18,708
    
$
22,790
    
$
16,598
    
$
32,666
    
$
8,022
    
$
-
    
$
208,205
  
Special Mention
    
-
      
-
      
62
      
-
      
243
      
-
      
-
      
-
      
305
  
Substandard
    
-
      
-
      
113
      
-
      
128
      
1,171
      
-
      
-
      
1,412
  
Total Commercial Loans
  
$
79,430
    
$
29,991
    
$
18,883
    
$
22,790
    
$
16,969
    
$
33,837
    
$
8,022
    
$
-
    
$
209,922
  
 
                                                                        
Commercial Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
-
     $
40
     $
-
     $
-
    
$
40
  
   
$
-
     $
-
     $
-
     $
-
     $
-
     $
40
     $
-
     $
-
    
$
40
  
                                                                         
Commercial Other:
                                                                        
Risk rating
                                                                        
Pass
  
$
2,972
    
$
2,848
    
$
2,273
    
$
590
    
$
674
    
$
2,348
    
$
8,908
    
$
 -    
$
20,613
  
Special mention
    
-
      
-
      
-
      
-
      
-
      
-
      
39
      
-
      
39
  
Substandard
    
-
      
339
      
-
      
-
      
-
      
98
      
-
      
-
      
437
  
Total Commercial Real Estate Loans
  
$
2,972
    
$
3,187
    
$
2,273
    
$
590
    
$
674
    
$
2,446
    
$
8,947
    
$
-
    
$
21,089
  
                                                                         
Other Commercial Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
  
   
$
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
     $
-
    
$
-
  
                                                                         
Residential First Mortgage:
                                                                        
Risk rating
                                                                        
Performing
  
$
557,981
    
$
933,754
    
$
784,511
    
$
368,137
    
$
257,926
    
$
1,228,776
    
$
1,472
    
$
-
    
$
4,132,557
  
Nonperforming
    
-
      
496
      
81
      
844
      
351
      
12,573
      
-
      
-
      
14,345
  
Total First Mortgage:
  
$
557,981
    
$
934,250
    
$
784,592
    
$
368,981
    
$
258,277
    
$
1,241,349
    
$
1,472
    
$
-
    
$
4,146,902
  
                                                                         
Residential First Mortgage Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
     $
-
     $
-
     $
-
     $
-
     $
5
     $
-
     $
-
    
$
5
  
   
$
-
     $
-
     $
-
     $
-
     $
-
     $
5
     $
-
     $
-
    
$
5
  
                                                                         
Home Equity Loans:
                                                                        
Risk rating
                                                                        
Performing
  
$
6,863
    
$
9,124
    
$
6,322
    
$
7,588
    
$
5,240
    
$
21,217
    
$
-
    
$
-
    
$
56,354
  
Nonperforming
    
-
      
-
      
-
      
-
      
66
      
129
      
-
      
-
      
195
  
Total Home Equity Loans:
  
$
6,863
    
$
9,124
    
$
6,322
    
$
7,588
    
$
5,306
    
$
21,346
    
$
-
    
$
-
    
$
56,549
  
                                                                         
Home Equity Lines Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
   
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
                                                                         
Home Equity Credit Lines:
                                                                        
Risk rating
                                                                        
Performing
  
$
1,369
    
$
1,246
    
$
740
    
$
52
    
$
100
    
$
18,377
    
$
262,244
    
$
-
    
$
284,128
  
Nonperforming
    
-
      
7
      
-
      
-
      
-
      
2,111
      
186
      
-
      
2,304
  
Total Home Equity Credit Lines:
  
$
1,369
    
$
1,253
    
$
740
    
$
52
    
$
100
    
$
20,488
    
$
262,430
    
$
-
    
$
286,432
  
 
                                                                        
Home Equity Credit Lines Loans:
                                                                        
Current-period Gross writeoffs
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
19
    
$
-
    
$
-
    
$
19
  
 
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
19
    
$
-
    
$
-
    
$
19
  
 
                                                                        
Installments:
                                                                        
Risk rating
                                                                        
Performing
  
$
6,385
    
$
2,495
    
$
805
    
$
709
    
$
374
    
$
308
    
$
1,125
    
$
-
    
$
12,201
  
Nonperforming
    
20
      
17
      
-
      
65
      
-
      
1
      
3
      
-
      
106
  
Total Installments
  
$
6,405
    
$
2,512
    
$
805
    
$
774
    
$
374
    
$
309
    
$
1,128
    
$
-
    
$
12,307
  
                                                                         
Installments Loans:
                                                                        
Current-period Gross writeoffs
  
$
1
    
$
47
    
$
22
    
$
7
    
$
2
    
$
9
    
$
-
    
$
-
    
$
88
  
   
$
1
    
$
47
    
$
22
    
$
7
    
$
2
    
$
9
    
$
-
    
$
-
    
$
88
  



Page 60 of 104

The following tables present the aging of the amortized cost in past due loans by loan class and by region as of December 31, 2023 and 2022:

 
  
As of December 31, 2023
  
 
                                    
New York and other states*:
   30-59    
60-89
    
90 +
     Total              
    Days     Days     Days    
30+ days
           Total  
(dollars in thousands)
  
Past Due
    
Past Due
    
Past Due
    
Past Due
     Current     Loans  
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
     $
-
     $
521
     $
521
     $
212,233
     $
212,754
  
Other
    
-
      
26
      
-
      
26
      
20,837
      
20,863
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
4,330
      
811
      
6,008
      
11,149
      
2,745,765
      
2,756,914
  
Home equity loans
    
20
      
138
      
157
      
315
      
43,837
      
44,152
  
Home equity lines of credit
    
591
      
135
      
1,499
      
2,225
      
210,073
      
212,298
  
Installment
    
6
      
18
      
95
      
119
      
11,938
      
12,057
  
 
                                                
Total
  
$
4,947
     $
1,128
     $
8,280
     $
14,355
     $
3,244,683
     $
3,259,038
  

Florida:
  
30-59
    
60-89
    
90 +
     Total              
    Days     Days     Days    
30+ days
           Total  
(dollars in thousands)
  
Past Due
    
Past Due
    
Past Due
    
Past Due
     Current     Loans  
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
     $
-
     $
-
     $
-
     $
39,501
     $
39,501
  
Other
    
-
      
-
      
314
      
314
      
83
      
397
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
1,290
      
78
      
1,433
      
2,801
      
1,547,390
      
1,550,191
  
Home equity loans
    
73
      
6
      
-
      
79
      
13,727
      
13,806
  
Home equity lines of credit
    
184
      
-
      
56
      
240
      
134,877
      
135,117
  
Installment
    
16
      
-
      
60
      
76
      
4,753
      
4,829
  
 
                                                
Total
  
$
1,563
     $
84
     $
1,863
     $
3,510
     $
1,740,331
     $
1,743,841
  

Total:
  
30-59
    
60-89
    
90 +
     Total              
    Days     Days     Days    
30+ days
           Total  
(dollars in thousands)
  
Past Due
    
Past Due
    
Past Due
    
Past Due
     Current     Loans
 
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
     $
-
     $
521
     $
521
     $
251,734
     $
252,255
  
Other
    
-
      
26
      
314
      
340
      
20,920
      
21,260
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
5,620
      
889
      
7,441
      
13,950
      
4,293,155
      
4,307,105
  
Home equity loans
    
93
      
144
      
157
      
394
      
57,564
      
57,958
  
Home equity lines of credit
    
775
      
135
      
1,555
      
2,465
      
344,950
      
347,415
  
Installment
    
22
      
18
      
155
      
195
      
16,691
      
16,886
  
 
                                                
Total
  
$
6,510
     $
1,212
     $
10,143
     $
17,865
     $
4,985,014
     $
5,002,879
  


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

Page 61 of 104

 
As of December 31, 2022
  
 
                                    
New York and other states*:
  
30-59
    
60-89
    
90 +
     Total    
   
 
    Days     Days     Days     30+ days    
    Total  
(dollars in thousands)   Past Due
     Past Due
     Past Due
     Past Due
     Current
     Loans
  
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
      
-
      
161
      
161
      
177,210
      
177,371
  
Other
    
18
      
-
      
20
      
38
      
20,183
      
20,221
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
4,262
      
921
      
7,203
      
12,386
      
2,764,603
      
2,776,989
  
Home equity loans
    
283
      
-
      
67
      
350
      
43,649
      
43,999
  
Home equity lines of credit
    
978
      
-
      
591
      
1,569
      
190,357
      
191,926
  
Installment
    
78
      
4
      
23
      
105
      
9,303
      
9,408
  
 
                                                
Total
  
$
5,619
      
925
      
8,065
      
14,609
      
3,205,305
      
3,219,914
  

Florida:
  
30-59
    
60-89
    
90 +
      Total              
    Days     Days     Days    
30+ days
            Total  
(dollars in thousands)
    Past Due      Past Due      Past Due      Past Due      Current      Loans  
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
      
-
      
-
      
-
      
32,551
      
32,551
  
Other
    
-
      
-
      
314
      
314
      
554
      
868
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
1,183
      
243
      
1,404
      
2,830
      
1,367,083
      
1,369,913
  
Home equity loans
    
51
      
-
      
-
      
51
      
12,499
      
12,550
  
Home equity lines of credit
    
224
      
-
      
-
      
224
      
94,282
      
94,506
  
Installment
    
6
      
-
      
83
      
89
      
2,810
      
2,899
  
 
                                                
Total
  
$
1,464
      
243
      
1,801
      
3,508
      
1,509,779
      
1,513,287
  

Total:
  
30-59
    
60-89
    
90 +
     Total              
    Days     Days     Days    
30+ days
           Total  
(dollars in thousands)
  
Past Due
    
Past Due
    
Past Due
    
Past Due
     Current     Loans  
 
                                    
Commercial:
                                    
Commercial real estate
  
$
-
      
-
      
161
      
161
      
209,761
      
209,922
  
Other
    
18
      
-
      
334
      
352
      
20,737
      
21,089
  
Real estate mortgage - 1 to 4 family:
                                                
First mortgages
    
5,445
      
1,164
      
8,607
      
15,216
      
4,131,686
      
4,146,902
  
Home equity loans
    
334
      
-
      
67
      
401
      
56,148
      
56,549
  
Home equity lines of credit
    
1,202
      
-
      
591
      
1,793
      
284,639
      
286,432
  
Installment
    
84
      
4
      
106
      
194
      
12,113
      
12,307
  
 
                                                
Total
  
$
7,083
      
1,168
      
9,866
      
18,117
      
4,715,084
      
4,733,201
  


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


At December 31, 2023 and 2022, there were no loans that were 90 days past due and still accruing interest.  As a result, non-accrual loans include all loans 90 days or more past due as well as certain loans less than 90 days past due that were placed on non-accrual status for reasons other than delinquent status.  There are no commitments to extend further credit on non-accrual or modified loans.


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). Other real estate owned is included in Other assets on the Balance Sheet.  As of December 31, 2023 other real estate owned included $194 thousand of residential foreclosed properties.  In addition, non-accrual residential mortgage loans that were in the process of foreclosure had an amortized cost of $6.6 million as of December 31, 2023. As of December 31, 2022 other real estate owned included $2.1 million of residential foreclosed properties.  In addition, non-accrual residential mortgage loans that were in the process of foreclosure had an amortized cost of $7.4 million as of December 31, 2022.

Page 62 of 104

Loans individually evaluated for impairment are non-accrual loans delinquent greater than 180 days, non-accrual commercial loans, as well as loans classified as loan modifications. As of December 31, 2023, there was no allowance for credit losses based on loans individually evaluated for impairment. Residential and installment non-accrual loans which are not loan modifications or greater than 180 days delinquent are collectively evaluated to determine the allowance for credit loss.


The following tables presents the amortized cost basis in non-accrual loans by portfolio segment as of December 31, 2023 and 2022:

 
  
As of December 31, 2023
  
(dollars in thousands)
  
New York and
other states*
    
Florida
    
Total
  
Loans in non-accrual status:
                  
Commercial:
                  
Commercial real estate
  
$
536
     $
-
     $
536
  
Other
    
-
      
314
      
314
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
11,324
      
1,981
      
13,305
  
Home equity loans
    
235
      
44
      
279
  
Home equity lines of credit
    
2,816
      
247
      
3,063
  
Installment
    
151
      
15
      
166
  
Total non-accrual loans
    
15,062
      
2,601
      
17,663
  
Restructured real estate mortgages - 1 to 4 family
    
3
      
-
      
3
  
Total nonperforming loans
  
$
15,065
     $
2,601
     $
17,666
  

Page 63 of 104
 
  
As of December 31, 2022
  
(dollars in thousands)
  
New York and
other states*
    
Florida
    
Total
  
Loans in non-accrual status:
                  
Commercial:
                  
Commercial real estate
  
$
199
     $
-
     $
199
  
Other
    
20
      
314
      
334
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
12,609
      
1,736
      
14,345
  
Home equity loans
    
153
      
42
      
195
  
Home equity lines of credit
    
2,187
      
117
      
2,304
  
Installment
    
23
      
83
      
106
  
Total non-accrual loans
    
15,191
      
2,292
      
17,483
  
Restructured real estate mortgages - 1 to 4 family
    
10
      
-
      
10
  
Total nonperforming loans
  
$
15,201
     $
2,292
     $
17,493
  


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


The following tables present the amortized cost basis of loans on non-accrual status and loans past due over 89 days still accruing as of December 31, 2023 and 2022:

 
  
As of December 31, 2023
  
(dollars in thousands)
  
Non-accrual With
No Allowance for
Credit Loss
    
Non-accrual With
Allowance for
Credit Loss
    
Loans Past Due
Over 89 Days
Still Accruing
  
 
            
 
            
Commercial:
                  
Commercial real estate
  
$
536
    
$
-
      
-
  
Other
    
314
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
12,584
      
721
      
-
  
Home equity loans
    
271
      
8
      
-
  
Home equity lines of credit
    
2,395
      
668
      
-
  
Installment
    
144
      
22
      
-
  
Total loans, net
  
$
16,244
    
$
1,419
      
-
  

Page 64 of 104
 
  
As of December 31, 2022
  
(dollars in thousands)
  
Non-accrual With
No Allowance for
Credit Loss
    
Non-accrual With
Allowance for
Credit Loss
    
Loans Past Due
Over 89 Days
Still Accruing
  
 
            
 
            
Commercial:
                  
Commercial real estate
  
$
160
    
$
39
      
-
  
Other
    
20
      
314
      
-
  
Real estate mortgage - 1 to 4 family:
                        
First mortgages
    
13,502
      
843
      
-
  
Home equity loans
    
129
      
66
      
-
  
Home equity lines of credit
    
2,257
      
47
      
-
  
Installment
    
82
      
24
      
-
  
Total loans, net
  
$
16,150
    
$
1,333
      
-
  


The non-accrual balance of $1.4 million and $1.3 million disclosed above was collectively evaluated and the associated allowance for credit losses on loans was not material as of December 31, 2023 and 2022, respectively.


A financial asset is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for the collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.


The following tables present the amortized cost basis of individually analyzed collateral dependent loans by portfolio segment as of December 31, 2023 and 2022:

     As of December 31, 2023
  
 
  
Type of Collateral
  
(dollars in thousands)
                  
 
  
Real Estate
    
Investment
Securities/Cash
    
Other
  
Commercial:
                  
Commercial real estate
  
$
643
      
-
      
-
  
Other
    
314
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
    

     

     

 
First mortgages
    
20,018
      
-
      
-
  
Home equity loans
    
371
      
-
      
-
  
Home equity lines of credit
    
3,239
      
-
      
-
  
Installment
    
144
      
-
      
-
  
Total
 
$
24,729
      
-
      
-
  

Page 65 of 104
      As of December 31, 2022  
 
  
Type of Collateral
  
(dollars in thousands)
                  
 
  
Real Estate
    
Investment
Securities/Cash
    
Other
  
Commercial:
                  
Commercial real estate
  
$
312
      
-
      
-
  
Other
    
334
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
    

     

     

 
First mortgages
    
21,467
      
-
      
-
  
Home equity loans
    
236
      
-
      
-
  
Home equity lines of credit
    
3,264
      
-
      
-
  
Installment
    
82
      
-
      
-
  
Total
 
$
25,695
      
-
      
-
  


The Company has not committed to lend additional amounts to customers with outstanding loans that are modified.  Interest income recognized on loans that are individually evaluated was not material during the years ended December 31, 2023, 2022 and 2021.


A loan for which the terms have been modified, and for which a borrower is experiencing financial difficulties, is considered a loan modification and is classified as individually evaluated. Loan modifications at December 31, 2023 are measured at the amortized cost using the loan’s effective rate at inception or fair value of the underlying collateral if the loan is considered collateral dependent.


As of December 31, 2023 and 2022  loans individually evaluated included approximately $8.3 million and $9.2 million, respectively, of loans in accruing status that were identified as loan modifications as a result of chapter 7 bankruptcies.



Pursuant to the adoption of ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructuring and Vintage Disclosures (“ASU 2022-02”), a borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period needs to be disclosed.

Page 66 of 104

The following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

For the year ended December 31, 2023
  
             
New York and other states*:
            
 
  
Payment
    
% of Total Class
  
(dollars in thousands)
  
Delay
    
of Loans
  
 
            
Commercial:
            
Commercial real estate
  
$
-
       -  
Other
    
-
       -  
Real estate mortgage - 1 to 4 family:
    
     
 
First mortgages
    
895
      
0.03
%
Home equity loans
     -       -  
Home equity lines of credit
    
50
       0.02 %
Installment
    
-
       -  
 
                
Total
  
$
945
       0.03 %

Florida:
            
 
  
Payment
    
% of Total Class
  
(dollars in thousands)
  
Delay
    
of Loans
  
 
            
Commercial:
            
Commercial real estate
  
$
-
       -  
Other
    
-
       -  
Real estate mortgage - 1 to 4 family:
            
 
First mortgages
    
338
      
0.02
%
Home equity loans
    
-
       -  
Home equity lines of credit
    
-
       -  
Installment
    
-
       -  
 
                
Total
  
$
338
       0.02 %

Total
            
 
  
Payment
    
% of Total Class
  
(dollars in thousands)
  
Delay
    
of Loans
  
 
            
Commercial:
  
   
 
Commercial real estate
   $
-       -  
Other
     -       -  
Real estate mortgage - 1 to 4 family:
                
First mortgages
     1,233       0.03 %
Home equity loans
     -       -  
Home equity lines of credit
     50       0.02 %
Installment
     -       -  
 
                
Total
   $
1,283       0.03 %

* Includes New York, New Jersey, Vermont and Massachusetts.
Page 67 of 104


The Bank monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table describes the performance of loans that have been modified as of December 31, 2023:

   
As of December 31, 2023
  
                                     
New York and other states*:           30-59
      60-89
      90+        
            Days
      Days
      Days
       
(dollars in thousands)    Current       Past Due
      Past Due
      Past Due
     Total  
                                     
Commercial:
                                    
Commercial real estate
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Other
    
-
      
-
      
-
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
                                        
First mortgages
    
691
      
152
      
-
      
52
      
895
  
Home equity loans
    
-
      
-
      
-
       -      
-
  
Home equity lines of credit
    
50
      
-
      
-
      
-
      
50
  
Installment
    
-
      
-
      
-
      
-
      
-
  
                                         
Total
  
$
741
    
$
152
    
$
-
    
$
52
    
$
945
  

Florida:           30-59
      60-89
      90+        
            Days
      Days
      Days
       
(dollars in thousands)    Current       Past Due
      Past Due
      Past Due
     Total  
                                     
Commercial:
                                    
Commercial real estate
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Other
    
-
      
-
      
-
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
                                        
First mortgages
    
338
      
-
      
-
      
-
      
338
  
Home equity loans
    
-
      
-
      
-
       -      
-
  
Home equity lines of credit
    
-
      
-
      
-
      
-
      
-
  
Installment
    
-
      
-
      
-
      
-
      
-
  
                                         
Total
  
$
338
    
$
-
    
$
-
    
$
-
    
$
338
  

Total           30-59
      60-89
      90+        
            Days
      Days
      Days
       
(dollars in thousands)    Current       Past Due
      Past Due
      Past Due
     Total  
                                     
Commercial:
                                    
Commercial real estate
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Other
    
-
      
-
      
-
      
-
      
-
  
Real estate mortgage - 1 to 4 family:
                                        
First mortgages
    
1,029
      
152
      
-
      
52
      
1,233
  
Home equity loans
    
-
      
-
      
-
       -      
-
  
Home equity lines of credit
    
50
      
-
      
-
      
-
      
50
  
Installment
    
-
      
-
      
-
      
-
      
-
  
                                         
Total
  
$
1,079
    
$
152
    
$
-
    
$
52
    
$
1,283
  

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

Page 68 of 104

The following tables describes the financial effect of the modifications made to borrowers experiencing financial difficulty:

For the year ended December 31, 2023
  
   
Weighted
  
New York and other states*:
  
Average
  
   
Payment
  
(dollars in thousands)
  
Delay (Months)
  
       
Commercial:
      
Commercial real estate
  
$
-
  
Other
    
-
  
Real estate mortgage - 1 to 4 family:
    
 
First mortgages
    
21
  
Home equity loans
    
-
  
Home equity lines of credit
    
18
  
Installment
    
-
  
         
Total
  
$
39
  
 
    Weighted
  
Florida:
   Average
  
   
Payment
  
(dollars in thousands)
  
Delay (Months)
  
       
Commercial:
      
Commercial real estate
  
$
-
  
Other
    
-
  
Real estate mortgage - 1 to 4 family:
        
First mortgages
    
24
  
Home equity loans
    
-
  
Home equity lines of credit
    
-
  
Installment
    
-
  
         
Total
  
$
24
  

    Weighted
  
 
   Average
  
   
Payment
  
(dollars in thousands)
  
Delay (Months)
  
       
Commercial:
      
Commercial real estate
  
$
-
  
Other
    
-
  
Real estate mortgage - 1 to 4 family:
        
First mortgages
    
45
  
Home equity loans
    
-
  
Home equity lines of credit
    
18
  
Installment
    
-
  
         
Total
  
$
63
  

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

As of December 31, 2023, all loans both experiencing financial difficulty and modified during the year ended December 31, 2023 were current under the terms of the agreements. There were no commitments to lend additional funds to the borrowers and there were no charge-offs recorded against the loans. The Company had no allowance for credit losses recorded against these loans as of December 31, 2023. The Company did not have any loan modifications that had a payment default during the year ended December 31, 2023.
Page 69 of 104
(5)
Bank Premises and Equipment


A summary of premises and equipment at December 31, 2023 and 2022 follows:

(dollars in thousands)            

 
2023
    
2022
  
Land
  
$
2,444
     $
2,426
  
Buildings
    
36,347
      
36,260
  
Furniture, fixtures and equipment
    
62,901
      
60,320
  
Leasehold improvements
    
36,418
      
34,860
  
Total bank premises and equipment
    
138,110
      
133,866
  
Accumulated depreciation and amortization
    
(104,104
)
    
(101,310
)
Total
  
$
34,007
     $
32,556
  


Depreciation and amortization expense was approximately $4.1 million, $4.1 million, and $4.2 million for the years 2023, 2022, and 2021, respectively. Occupancy expense of the Bank’s premises included rental expense of $8.2 million in 2023 and 2022 and $8.1 million in 2021.

(6)
Deposits


Interest expense on deposits was as follows:

(dollars in thousands)
  
For the year ended December 31,
  
 
  
2023
    
2022
    
2021
  
 
                  
Interest bearing checking accounts
  
$
382
     $
190
     $
178
  
Savings accounts
    
2,531
      
920
      
624
  
Time deposits and money market accounts
    
50,439
      
4,617
      
5,863
  
Total
  
$
53,352
     $
5,727
     $
6,665
  


At December 31, 2023, the maturity of total time deposits is as follows:

(dollars in thousands)
      
 
      
Under 1 year
  
$
1,715,122
  
1 to 2 years
    
26,971
  
2 to 3 years
    
1,122
  
3 to 4 years
    
91,716
  
4 to 5 years
    
1,061
  
Over 5 years
    
32
  
 
  
$
1,836,024
  


Included in total time deposits as of December 31, 2023 and 2022 is $ 474.4 million and $250.0 million in time deposits with balances in excess of $250,000.

Page 70 of 104
(7)
Borrowings



Short-term borrowings (repurchase agreements) of the Company were cash management accounts as follows:

(dollars in thousands)
  
2023
    
2022
    
2021
  
 
                  
Amount outstanding at December 31,
  
$
88,990
     $
122,700
     $
244,686
  
Maximum amount outstanding at any month end
    
134,293
      
253,219
      
244,686
  
Average amount outstanding
    
114,639
      
177,599
      
232,815
  
Weighted average interest rate:
                        
For the year
    
0.88
%
    
0.42
%
    
0.39
%
As of year end
    
0.86
      
0.86
      
0.37
  


Cash management accounts represent retail accounts with customers for which the Bank has pledged certain assets as collateral.


As of December 31, 2023 the Company also has borrowing capacity of $938.6 million available with the Federal Home Loan Bank of New York.  The borrowings capacity is secured by the loans pledged by the Company.  As of December 31, 2023 and 2022, the Company had no outstanding borrowings with the Federal Home Loan Bank of New York.

(8)
Income Taxes


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

(dollars in thousands)
  
For the year ended December 31,
  
 
  
2023
    
2022
    
2021
  
Current tax expense:
                  
Federal
  
$
15,224
    
$
17,136
    
$
17,657
  
State
    
1,587
      
2,933
      
3,195
  
Total current tax expense
    
16,811
      
20,069
      
20,852
  
Deferred tax (benefit) expense
    
2,156
      
4,114
   
(238
)
Total income tax expense
  
$
18,967
    
$
24,183
    
$
20,614
  


The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022, are as follows:

 
  
As of December 31,
  
(dollars in thousands)
  
2023
    
2022
  
 
  
Deductible
temporary
differences
    
Deductible
temporary
differences
  
 
            
Benefits and deferred remuneration
  
$
(9,490
)
  
$
(8,478
)
Difference in reporting the allowance for credit losses, net
    
12,995
      
12,424
  
Other income or expense not yet reported for tax purposes
    
(1,188
)
    
420
  
Depreciable assets
    
(2,496
)
    
(2,389
)
Net deferred tax (liability) asset at end of year
    
(179
)
    
1,977
  
Impact of ASU 2016-13, Current Expected Credit Loss (CECL)
     -       1,218  
Net deferred tax asset at beginning of year
    
1,977
      
4,873
  
Deferred tax expense
  
$
2,156
    
$
4,114
  


Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Based primarily on the sufficiency of expected future taxable income, management believes it is more likely than not that the remaining deferred tax (liability) asset of $179 thousand and $2.0 million at December 31, 2023 and 2022, respectively, will be realized.


In addition to the deferred tax items described in the preceding table, the Company has deferred tax assets of $8.4 million and $11.3 million at December 31, 2023 and 2022, respectively, relating to the net unrealized losses on securities available for sale and deferred tax liabilities of approximately $3.7 million and $1.8 million at December 31, 2023 and 2022, respectively, as a result of changes in the unrecognized overfunded position in the Company’s pension and postretirement benefit plans recorded, net of tax, as an adjustment to accumulated other comprehensive income.

Page 71 of 104

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

 
  
For the year ended
December 31,
  
 
  
2023
    
2022
    
2021
  
Statutory federal income tax rate
    
21.0
%
    
21.0
%
    
21.0
%
Increase/(decrease) in taxes resulting from:
                        
State income tax, net of federal tax benefit
    
3.1
      
3.0
      
3.2
  
Other items
    
0.3
      
0.3
      
0.9
  
Effective income tax rate
    
24.4
%
    
24.3
%
    
25.1
%


On a periodic basis, the Company evaluates its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate.  This evaluation takes into consideration the status of taxing authorities’ current examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment in relation to uncertain tax positions. As of December 31, 2023 and 2022, no uncertain tax positions have been recorded.


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 2023, 2022, and 2021, these amounts were not material.  The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as in various states.  In the normal course of business, the Company is subject to U.S. federal, state, and local income tax examinations by tax authorities.  The Company’s federal and state income tax returns for the years 2020 through 2023 remain open to examination. The Company’s 2017, 2018, 2019 and 2020 New York State income tax returns are currently under 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 while the plan was in effect. This plan was frozen as of December 31, 2006. 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.
Page 72 of 104

The following tables set forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of condition at December 31, 2023 and 2022:
Change in Projected Benefit Obligation:
 
  
December 31,
  
(dollars in thousands)
  
2023
   
2022
 
 
            
Projected benefit obligation at beginning of year
  
$
23,042
    
$
30,905
  
Interest cost
    
1,213
      
888
  
Benefit payments and expected expenses
    
(1,741
)
    
(1,823
)
Net actuarial loss (gain)
    
645

   
(6,928
)
                 
Projected benefit obligation at end of year
  
$
23,159
    
$
23,042
  

Change in Plan Assets and Reconciliation of Funded Status:
 
  
December 31,
  
(dollars in thousands)
  
2023
   
2022
 
 
            
Fair Value of plan assets at beginning of year
  
$
52,673
    
$
63,066
  
Actual gain (loss) on plan assets
    
8,747
      
(8,532
)
Benefit payments and actual expenses
    
(1,779
)
    
(1,861
)
Fair value of plan assets at end of year
    
59,641
      
52,673
  
 
                
Funded status at end of year
  
$
36,482
    
$
29,631
  


Amounts recognized in accumulated other comprehensive income (loss) consist of the following as of:
 
  
December 31,
  
 
  
2023
   
2022
 
Net actuarial loss (gain)
  
$
6,550
    
$
1,170



The accumulated benefit obligation was $23.2 million and $23.0 million at December 31, 2023 and 2022, respectively.
Page 73 of 104
Components of Net Periodic Pension Income and Other Amounts Recognized in Other Comprehensive Income (Loss):
 
  
For the years ended
December 31,
  
(dollars in thousands)
  
2023
   
2022
   
2021
 
 
                  
Service cost
  
$
-
    
$
-
    
$
-
  
Interest cost
    
1,213
      
888
      
856
  
Expected return on plan assets
    
(2,684
)
    
(3,227
)
    
(2,846
)
Net periodic pension credit
    
(1,471
)
    
(2,339
)
    
(1,990
)
 
                        
Amortization of net loss
 		    -       -       -  
Net actuarial (gain) loss included in other comprehensive income (loss)
    
(5,380
)
    
4,869
      
(7,439
)
Total recognized in other comprehensive income (loss)
    
(5,380
)
    
4,869
      
(7,439
)
 
                        
Total recognized in net periodic benefit (credit) cost and other comprehensive income (loss)
  
$
(6,851
)
  
$
2,530
    
$
(9,429
)


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
  
2024
 
$
1,706
  
2025
    
1,721
  
2026
    
1,746
  
2027
    
1,747
  
2028
    
1,794
  
2029 - 2033
   
8,715
  


The assumptions used to determine benefit obligations at December 31 are as follows:
 
  
2023
   
2022
   
2021
 
Discount rate
    
5.18
%
    
5.44
%
    
2.96
%


The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:
 
  
2023
   
2022
   
2021
 
Discount rate
    
5.44
%
    
2.96
%
    
2.65
%
Expected long-term rate of return on assets
    
5.25
      
5.25
      
5.25
  


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 $2.4 million and $2.3 million as of December 31, 2023 and 2022, 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 $2.9 million in 2023 and $2.7 million in 2022.
Page 74 of 104

Rabbi trusts have been established for this plan. These trust accounts are administered by the Trustco Financial Services Department and invest primarily in bonds issued by government-sponsored enterprises and money market instruments.  These assets are recorded at their fair value and are included in short-term investments in the Consolidated Statements of Condition.  As of December 31, 2023 and 2022, the trusts had assets totaling $2.4 million and $2.3 million, respectively.
(c)
Postretirement Benefits


The Company permits retirees under age 65 to participate in the Company’s medical plan by making certain payments.  In addition, the plan provides a death benefit to certain eligible employees and retirees. In 2003, the Company amended the medical plan to reflect changes to the retiree medical insurance coverage portion.  The Company’s subsidy of the retiree medical insurance premiums was eliminated at that time.  The Company continues to provide postretirement medical benefits for a limited number of executives in accordance with their employment contracts.


The following tables show the plan’s funded status and amounts recognized in the Company’s Consolidated Statements of Condition at December 31, 2023 and 2022:

Change in Accumulated Benefit Obligation:
(dollars in thousands)
  
December 31,
  
 
  
2023
    
2022
  
Accumulated benefit obligation at beginning of year
  
$
4,893
    
$
7,016
  
Service cost
    
11
      
18
  
Interest cost
    
271
      
207
  
Prior Service cost     -       -  
Benefits paid
   
(74
)
    
(72
)
Net actuarial loss (gain)
   
527

   
(2,276
)
                 
Accumulated benefit obligation at end of year
  
$
5,628
    
$
4,893
  


Change in Plan Assets and Reconciliation of Funded Status:
(dollars in thousands)
  
December 31,
  
 
  
2023
   
2022
 
Fair value of plan assets at beginning of year
  
$
28,988
    
$
33,344
  
Actual gain (loss) on plan assets
    
4,260
      
(4,341
)
Company contributions
    
50
      
57
  
Benefits paid and actual expenses
    
(74
)
    
(72
)
Fair value of plan assets at end of year
    
33,224
      
28,988
  
 
                
Funded status at end of year
  
$
27,596
    
$
24,095
  

Page 75 of 104

Amounts recognized in accumulated other comprehensive income consist of the following as of:
(dollars in thousands)
  
December 31,
  
    2023
     2022
 		 
Net actuarial gain
  
$
(7,912
)
   $
(5,760
)
Prior service cost
   
68

   
81

                 
Total
  
$
(7,844
)
   $
(5,679
)


The accumulated benefit obligation was $5.6 million and $4.9 million at December 31, 2023 and 2022, respectively.

Components of Net Periodic Benefit Income and Other Amounts Recognized in Other Comprehensive Income (Loss):
(dollars in thousands)
  
December 31,
  
 
  
2023
   
2022
   
2021
 
Service cost
  
$
11
    
$
18
    
$
75
  
Interest cost
    
271
      
207
      
190
  
Expected return on plan assets
    
(1,157
)
    
(1,332
)
    
(1,163
)
Amortization of net actuarial gain
    
(423
)
    
(1,008
)
    
(674
)
Amortization of prior service cost (credit)
   
13
      
(313
)
    
405
  
Net periodic benefit credit
    
(1,285
)
    
(2,428
)
    
(1,167
)
 
                        
Net loss (gain)
    
(2,575
)
    
3,397
      
(3,469
)
Amortization of prior service credit (cost)
    
(13
)
    
313
      
(405
)
Prior service cost
    
-
      
-
      
611
  
Amortization of net gain
    
423
      
1,008
      
674
  
Total amount recognized in other comprehensive loss
    
(2,165
)
    
4,718
      
(2,589
)

                       
Total amount recognized in net periodic benefit cost and other comprehensive loss
  
$
(3,450
)
  
$
2,290
    
$
(3,756
)


The estimated amount of net gain that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit income over the next fiscal year is approximately $734 thousand. The estimated amount of prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit income (loss) over the next fiscal year is approximately $13 thousand.

Expected Future Benefit Payments

The following benefit payments are expected to be paid:
(dollars in thousands)
      
Year
  
Postretirement Benefits
  
 
      
2024
  
$
132
  
2025
    
160
  
2026
    
199
  
2027
    
229
  
2028
    
270
  
2029 - 2033
    
1,717
  

Page 76 of 104

The discount rate assumption used to determine benefit obligations at December 31 is as follows:
 
  
2023
   
2022
   
2021
 
Discount rate
    
5.18
%
    
5.44
%
    
2.96
%


The assumptions used to determine net periodic pension expense (benefit) for the years ended December 31 are as follows:
 
  
2023
   
2022
   
2021
 
Discount rate
    
5.44
%
    
2.96
%
    
2.65
%
Expected long-term rate of return on assets, net of tax
    
4.00
      
4.00
      
4.00
  


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.

(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 income (loss) related to the retirement plan and the postretirement benefit plan, at December 31, 2023 and 2022, respectively:
(dollars in thousands)
  
December 31, 2023
  
 
  
Retirement
Plan
    
Post-
Retirement
Benefit Plan
    
Total
  
Change in overfunded position of pension and postretirement benefits
  
$
(5,380
)
   $
(2,575
)
   $
(7,955
)
Amortization of net actuarial gain
    
-
      
423
      
423
  
Amortization of prior service credit
    
-
      
(13
)
    
(13
)
Total
  
$
(5,380
)
   $
(2,165
)
   $
(7,545
)

 
  
December 31, 2022
  
 
  
Retirement
Plan
    
Post-
Retirement
Benefit Plan
    
Total
  
Change in overfunded position of pension and postretirement benefits
  
$
4,869

  $
3,397

  $
8,266

Prior service cost
 		    -       -       -  
Amortization of net actuarial gain
    
-
      
1,008
      
1,008
  
Amortization of prior service cost
    
-
      
313

   
313

Total
   $
4,869

  $
4,718

   $
9,587


(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
  
 
  
2023
    
2022
    
2023
    
2022
  
Debt Securities
    
34
%
    
30
%
    
27
%
    
29
%
Equity Securities
    
63
      
59
      
61
      
57
  
Other
    
3
      
11
      
12
      
14
  
Total
    
100
%
    
100
%
    
100
%
    
100
%


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


The Company’s investment policies and strategies for the pension benefit and postretirement benefit plans prescribe a target allocation of 50% to 70% equity securities, 25% to 40% debt securities, and 0% to 10% for other securities for the asset categories.  The Company’s investment goals are to maximize returns subject to specific risk management policies.  Its risk management policies permit direct investments in equity and debt securities and mutual funds while prohibiting direct investment in derivative financial instruments.  The Company addresses diversification by the use of mutual fund investments whose underlying investments are in domestic and international debt and equity securities.  These mutual funds are readily marketable and can be sold to fund benefit payment obligations as they become payable.
Page 77 of 104
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, 2023 and 2022, by asset category, is as follows:
 
        
Fair Value Measurements at
December 31, 2023 Using:
  
Retirement Plan
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Plan Assets
                        
Cash and cash equivalents
  
$
1,811
     $
1,811
     $
-
     $
-
  
Equity mutual funds
    
37,615
      
37,615
      
-
      
-
  
U.S. government sponsored enterprises
    
19,674
      
-
      
19,674
      
-
  
Corporate bonds
 		    -       -       -       -  
Fixed income mutual funds
    
541
      
541
      
-
      
-
  
 
                                
Total Plan Assets
  
$
59,641
     $
39,967
     $
19,674
     $
-
  

 
        
Fair Value Measurements at
December 31, 2023 Using:
  
Postretirement Benefits
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Plan Assets
                        
Cash and cash equivalents
  
$
3,986
     $
3,986
     $
-
     $
-
  
Equity mutual funds
    
20,236
      
20,236
      
-
      
-
  
U.S. government sponsored enterprises
    
9,002
      
-
      
9,002
      
-
  
 
                                
Total Plan Assets
  
$
33,224
     $
24,222
     $
9,002
     $
-
  

Page 78 of 104

       
Fair Value Measurements at
December 31, 2022 Using:
  
Retirement Plan
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Plan Assets
                        
Cash and cash equivalents
  
$
5,734
     $
5,734
     $
-
     $
-
  
Equity mutual funds
    
30,972
      
30,972
      
-
      
-
  
U.S. government sponsored enterprises
    
15,423
      
-
      
15,423
      
-
  
Corporate bonds
    
-
      
-
      
-
      
-
  
Fixed income mutual funds
    544       544       -       -  
 
                                
Total Plan Assets
  
$
52,673
     $
37,250
     $
15,423
     $
-
 

 
        
Fair Value Measurements at
December 31, 2022 Using:
  
Postretirement Benefits
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Plan Assets
                        
Cash and cash equivalents
  
$
3,945
     $
3,945
     $
-
     $
-
  
Equity mutual funds
    
16,646
      
16,646
      
-
      
-
  
U.S. government sponsored enterprises
    
8,397
      
-
      
8,397
      
-
  
Corporate bonds
    
-
      
-
      
-
      
-
  
 
                                
Total Plan Assets
  
$
28,988
     $
20,591
     $
8,397
     $
-
  


At December 31, 2023 and 2022, 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 2023 and 2022.

The Company made no contributions to its pension and postretirement benefit plans in 2023 or 2022.  The Company does not expect to make any contributions to its pension and postretirement benefit plans in 2024.
(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 2023, 2022 or 2021 but were replaced with Company contributions to the 401(k) feature of the plan.  Expenses related to the plan equaled $1.4 million for 2023 and $1.3 million for 2022 and 2021.


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 $2.3 million, $1.3 million and $3.2 million in 2023, 2022 and 2021, respectively.
Page 79 of 104

The Company has also awarded 291 thousand 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, 2023, the weighted average strike price of each unit was $44.37.
(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.

In May 2019, shareholders of the Company approved the TrustCo Bank Corp NY 2019 Equity Incentive Plan (“2019 Equity Incentive Plan”) which replaced and combined into one plan both the Amended and Restated TrustCo Bank Corp NY 2010 Equity Incentive Plan (“2010 Equity Incentive Plan”) and the Amended and Restated TrustCo Bank Corp NY 2010 Directors Equity Incentive Plan (“Directors Plan”), and all remaining shares eligible for issuance thereunder were canceled. Awards previously made under the prior plans remain in effect in accordance with the terms of those awards. The  shareholders of the Company subsequently approved the amendment and restatement of the 2019 Equity Incentive Plan (“A&R 2019 Equity Incentive Plan”) in May 2023. Under the A&R 2019 Equity Incentive Plan, the Company may provide for the issuance of 700,000 shares of our common stock which is available for issuance pursuant to options, SARs, restricted stock, and restricted stock units (both time based and performance based), to eligible employees and directors. This allotment of 700,000 shares includes the authorized but unissued shares remaining available for issuance under the 2010 Equity Incentive Plan and the Directors Plan.  As of December 31, 2023, the Company did not issue any shares of our common stock pursuant to options, SARs, restricted stock, and restricted stock units (both time based and performance based). The Company did, however, grant restricted stock units (both time based and performance based) to certain officers in November 2023 that will settle in shares of common stock upon vesting as described below.


Under the A&R 2019 Equity Incentive Plan, the exercise price of each option may not be less than 100% of the fair value of the Company’s stock on the date of grant, and for an Incentive Stock Option (ISO) granted to a ten-percent shareholder the option price may not be less than 110% of the fair value of the Company’s stock on the date of the ISO grant.  The vesting period and term of the option will be determined at the time of the option grant as set forth in the Award Agreement.  Options granted under the 2010 Equity Incentive Plan and the Directors Plan will continue to expire ten years, and vest over five years, from the date the options were granted.  A summary of the status of TrustCo’s stock option awards as of December 31, 2023 and changes during the year then ended, are as follows:
 
  
Outstanding Options
  
 
  
Number of
Options
    
Weighted
Average
Exercise
Price
  
Weighted
Average
Remaining
Contractual
Life
  
Balance, January 1, 2023
    
76,853
    
$
34.48
  
 
  
New options awarded - 2023
    
-
      
-
  
 
  
Expired options - 2023
    
(29,312
)
    
35.23
  
 
  
Options forfeited - 2023
    
-
      
-
  
 
  
Exercised options - 2023
    
-

   
-
  
 
  
Balance, December 31, 2023
    
47,541
    
$
34.01
  
1.41  years
  

   
Exercisable Options
  
                            
Balance, December 31, 2023
    
47,541
   
$
34.01
 
1.41 years
  


At December 31, 2023, the intrinsic value of stock options was of no value. All outstanding options were vested as of December 31, 2023.

During 2023 there was no options exercised and during 2022 12 thousand shares of stock were exercised. There were 10 stock options exercised in 2021. 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 upon stock option exercises from previously unissued shares of common stock or treasury shares.


Income tax benefits recognized in the accompanying Consolidated Statements of Income related to stock-based compensation were not material.

Valuation of Stock-Based Compensation: The fair value of the Company’s employee and director stock options granted is estimated on the measurement date, which, for the Company, is the date of grant.  The Company did not grant new stock option awards in 2023, 2022, or 2021.
Page 80 of 104

There was no stock-based compensation expense for stock options recognized in 2023,2022, and 2021.

In November 2023, the Company granted 68,293 of stock awards to executive officers of the company. The stock price was the fair value as of the date of the grant. The awards include performance -based and service-based awards and generally vest over three years. Stock-based compensation expense for these awards was $103 thousand as of December 31, 2023. Unrecognized stock-based compensation expense as of December 31, 2023 was $1.7 million and is expected to be recognized over the next 2.9 years.
(h)
Stock-Based Compensation Plans-Liability Awards


Liability awards are types of compensation that are 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 2023, 2022 and 2021.

The activity for service-based awards during 2023 was as follows:

Restricted share units
 
  
Outstanding
Units
  
Balance, December 31, 2022
   
83,228
  
New cash settled awards granted
   
26,567
  
Forfeited awards
   
(2,792
)
Awards settled
   
(42,852
)
Balance, December 31, 2023
   
64,151
  



Service-Based Awards: During 2023 and 2022, the Company issued restricted share units to certain eligible officers, executives and members of its board of directors.  The restricted share units do not hold voting powers, and are not eligible for common stock dividends.  Depending on the year of the grant the awards either become 100% vested after one year, or vest in whole units in equal installments from the first through the third year following the award date.  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 2023, 2022 and 2021, the Company recognized $1.1 million, $1.6 million and $1.2 million, respectively, in compensation expense related to these awards. Unrecognized compensation expense related to the outstanding restricted share units totaled approximately $1.8 million at December 31, 2023. During 2023, one third of the awards granted in 2020, 2021 and 2022 became vested and settled. The weighted average period over which the unrecognized expense is expected to be recognized was approximately 22 months as of December 31, 2023.

The liability related to service-based liability awards was approximately $202 thousand and $278 thousand at December 31, 2023 and 2022, respectively, and is included in Accrued expense and other liabilities on the Consolidated Statements of Condition.

Page 81 of 104

The activity for performance-based awards during 2023 was as follows:

Performance share units
 
  
Outstanding
Units
  
Balance, December 31, 2022
   
155,633
  
New cash settled awards granted
   
22,476
  
Forfeited awards
   
-

Awards settled
   
(42,443
)
Balance, December 31, 2023
   
135,666
  



Performance Based Awards: During 2023, 2022 and 2021, the Company issued performance share units to certain eligible officers and executives.  These units do not hold voting powers, are not eligible for common stock dividends, and become 100% vested after three years based upon a cliff-vesting schedule and the satisfaction of performance metrics. Upon issuance, fair value of these units was the fair value of the Company’s common stock on the grant date. Thereafter, the amount of compensation expense recognized is based upon the Company’s achievement of certain performance criteria in accordance with Plan provisions as well as the fair value of the Company’s stock.

For units granted in 2020, those have been fully vested and unpaid.  For units granted subsequent to 2020, all of the units are unvested as of December 31, 2023, and the Company expects to meet the required performance criteria of the awards.

During 2023, 2022 and 2021, the Company recognized approximately $1.5 million, $1.3 million and $1.8 thousand, respectively, in compensation expense related to these units.  Unrecognized compensation expense related to the outstanding performance share units totaled $1.4 million at December 31, 2023.  The weighted average period over which the unrecognized expense is expected to be recognized was approximately 21 months as of December 31, 2023.

The liability related to performance based liability awards totaled $3.5 million and $3.6 million at December 31, 2023 and 2022, respectively, and is included in Accrued expense and other liabilities on the Consolidated Statements of Condition.

(10)
Commitments and Contingent Liabilities

(a)
Litigation


In the normal course of business, TrustCo and Trustco Bank become involved in a variety of routine legal proceedings.  At present, there are no legal proceedings pending or threatened, which in the opinion of management and counsel, would result in a material loss to TrustCo or Trustco Bank:



Like many banks, Trustco Bank has been subject to putative class-action claims alleging improper overdraft practices.  Trustco Bank has reached an agreement to settle all claims thus asserted.  That settlement agreement, which is subject to court approval, calls for the creation of a fund (“Fund”) to be overseen by a court-supervised administrator that will determine which Trustco Bank customers and former customers meet the criteria for participation in the settlement.  That administrator also will distribute the Fund on a pro rata basis to eligible customers and former customers.  The fees of the plaintiffs’ attorneys and other expenses also will be paid out of the Fund.  The total liability of TrustCo and Trustco Bank in connection with this settlement will be $2.75 million.  The Company has accrued for this amount as of December 31, 2023.

(b)
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 $10.0 million for 2023, $9.2 million for 2022 and $8.4 million in 2021. The Company is contractually obligated to pay these third -party service providers approximately $9 million to $10 million per year through 2025.

(11)
Earnings Per Share


The Company computes earnings per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”). TrustCo adopted FASB Staff Position on Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, as codified in FASB ASC 260-10 (“ASC 260-10”), which clarified that unvested share-based payment awards that contain non-forfeitable 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 non-forfeitable dividend payments. For the years presented, the Company no longer has unvested awards that would be considered participating securities.
Page 82 of 104

A reconciliation of the component parts of earnings per share for 2023, 2022, and 2021 follows:
(dollars in thousands,      
except per share data)
  
For the years ended December 31,
  
 
  
2023
    
2022
    
2021
  
                   
Net income
  
$
58,646
     $
75,234
     $
61,519
  
Weighted average common shares
    
19,024
      
19,131
      
19,259
  
                         
Effect of dilutive common stock options
    
1
      
2
      
4
  
 
                        
Weighted average common shares including potential dilutive shares
   
19,025
      
19,133
      
19,263
  
                         
Basic EPS
  
$
3.08
     $
3.93
     $
3.19
  
                         
Diluted EPS
  
$
3.08
     $
3.93
     $
3.19
  




For the years ended December 31, 2023 and 2022, there were 73 thousand and 59 thousand, respectively, of antidilutive stock options excluded from diluted earnings per share. 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, 2023 and 2022, was $596.8 million and $535.4 million, respectively. Approximately 71% and 74% of these commitments were for variable rate products at the end of 2023 and 2022, respectively.

The Company does not issue any guarantees that require liability-recognition or disclosure, other than its standby letters of credit. The Company has issued conditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $4.8 Million and $5.3 million at December 31, 2023 and 2022, 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, 2023 and 2022 was insignificant.

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

Page 83 of 104
(13)
Fair Value


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

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

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

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


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


Securities Available for Sale: The fair value of securities available for sale are determined utilizing an independent pricing service for identical assets or significantly similar securities. The pricing service uses a variety of techniques to arrive at fair value including market maker bids, quotes and pricing models.  Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows. This results in a Level 2 classification of the inputs for determining fair value. Interest and dividend income is recorded on the accrual method and included in the income statement in the respective investment class under total interest income. 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.


Individually Evaluated Loans: Loans individually evaluated carried at fair value generally have had a charge-off through the allowance for credit losses on loans. 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. Loans individually evaluated are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Page 84 of 104

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

 
  
Fair Value Measurements at
December 31, 2023 Using:
  
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
                         
Securities available for sale:
                        
U.S. government sponsored enterprises
  
$
118,668
    
$
-
    
$
118,668
    
$
-
  
State and political subdivisions
    
26
      
-
      
26
      
-
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
237,677
      
-
      
237,677
      
-
  
Corporate bonds
    
78,052
      
-
      
78,052
      
-
  
Small Business Administration - guaranteed participation securities
    
17,186
      
-
      
17,186
      
-
  
Other
    
680
      
-
      
680
      
-
  
 
                                
Total securities available for sale
  
$
452,289
    
$
-
    
$
452,289
    
$
-
  

 
  
Fair Value Measurements at
December 31, 2022 Using:
  
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
 
                        
Securities available for sale:
                        
U.S. government sponsored enterprises
  
$
118,187
    
$
-
    
$
118,187
    
$
-
  
State and political subdivisions
    
34
      
-
      
34
      
-
  
Mortgage backed securities and collateralized mortgage obligations - residential
    
260,316
      
-
      
260,316
      
-
  
Corporate bonds
    
81,346
      
-
      
81,346
      
-
  
Small Business Administration - guaranteed participation securities
    
20,977
      
-
      
20,977
      
-
  
Other
    
653
      
-
      
653
      
-
  
 
                                
Total securities available for sale
  
$
481,513
    
$
-
    
$
481,513
    
$
-
  


There were no transfers between Level 1 and Level 2 in 2023 and 2022.

Page 85 of 104

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

 
  
Fair Value Measurements at
December 31, 2023 Using:
  
 
  
 
      
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Valuation technique
  
Unobservable inputs
  
Range (Weighted Average)
  
 
                        
 
  
 
      
Other real estate owned
   $
194
     $
-
     $
-
     $
194
  
Sales comparison approach
 
Adjustments for differences between comparable sales
   
0% - 39% (20
%)
 
                                
 
            
Individually evaluated loans:
                                
 
  
 
        
Real estate mortgage - 1 to 4 family
    
-
      
-
      
-
      
-
  
Sales comparison approach
  
Adjustments for differences between comparable sales
    
N/A
  

 
  
Fair Value Measurements at
December 31, 2022 Using:
  
 
  
 
      
(dollars in thousands)
  
Carrying
Value
    
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
  
Valuation technique
  
Unobservable inputs
  
Range (Weighted Average)
  
 
                        
 
  
 
      
Other real estate owned
   $
2,061
     $
-
     $
-
     $
2,061
  
Sales comparison approach
  
Adjustments for differences between comparable sales
    
2% - 47% (18
%)
 
                                              
Individually evaluated loans:
                                
 
  
 
        
Real estate mortgage - 1 to 4 family
    
-
      
-
      
-
      
-
  
Sales comparison approach
  
Adjustments for differences between comparable sales
    
N/A


Other real estate owned, which is carried at fair value less costs to sell, was approximately $194 thousand at December 31, 2023, and consisted of only residential real estate properties. A valuation charge of $143 thousand is included in earnings for the year ended December 31, 2023.


Of the total individually evaluated loans of $24.7 million at December 31, 2023, there are no loans that were 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, 2023. There were no gross charge-offs related to residential impaired loans included in the table above.


Other real estate owned, which is carried at fair value less costs to sell, was approximately $2.1 million at December 31, 2022, and consisted of only residential real estate properties. A valuation charge of $68 thousand is included in earnings for the year ended December 31, 2022.


Of the total individually evaluated loans of $25.7 million at December 31, 2022, there are no loans that were 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, 2022. There were no gross charge-offs related to residential impaired loans included in the table above.

Page 86 of 104

In accordance with ASC 825, the carrying amounts and estimated fair values (exit price) of financial instruments at December 31, 2023 and 2022 are as follows:

(dollars in thousands)
  
Carrying
    
Fair Value Measurements at
December 31, 2023 Using:
  
 
  
Value
    
Level 1
    
Level 2
    
Level 3
    
Total
  
Financial assets:
                              
Cash and cash equivalents
  
$
578,004
      
578,004
      
-
      
-
      
578,004
  
Securities available for sale
    
452,289
      
-
      
452,289
      
-
      
452,289
  
Held to maturity securities
    
6,458
      
-
      
6,396
      
-
      
6,396
  
Federal Reserve Bank and
                                       
Federal Home Loan Bank stock
    
6,203
      
N/A
      
N/A
      
N/A
      
N/A
  
Net loans
    
4,954,301
      
-
      
-
      
4,422,027
      
4,422,027
  
Accrued interest receivable
    
13,683
      
234
      
1,920
      
11,529
      
13,683
  
Financial liabilities:
                                        
Demand deposits
    
754,532
      
754,532
      
-
      
-
      
754,532
  
Interest bearing deposits
    
4,596,245
      
2,760,221
      
1,819,789
      
-
      
4,580,010
  
Short-term borrowings
    
88,990
      
-
      
88,990
      
-
      
88,990
  
Accrued interest payable
    
3,612
      
256
      
3,356
      
-
      
3,612
  
 
                                        

(dollars in thousands)
  
Carrying
    
Fair Value Measurements at
December 31, 2022 Using:
  
 
  
Value
    
Level 1
    
Level 2
    
Level 3
    
Total
  
Financial assets:
                              
Cash and cash equivalents
  
$
650,599
      
650,599
      
-
      
-
      
650,599
  
Securities available for sale
    
481,513
      
-
      
481,513
      
-
      
481,513
  
Held to maturity securities
    
7,707
      
-
      
7,580
      
-
      
7,580
  
Federal Reserve Bank and
                                       
Federal Home Loan Bank stock
    
5,797
      
N/A
      
N/A
      
N/A
      
N/A
  
Net loans
    
4,687,169
      
-
      
-
      
4,328,508
      
4,328,508
  
Accrued interest receivable
    
11,492
      
189
      
1,866
      
9,437
      
11,492
  
Financial liabilities:
                                        
Demand deposits
    
838,147
      
838,147
      
-
      
-
      
838,147
  
Interest bearing deposits
    
4,354,663
      
3,325,900
      
1,012,528
      
-
      
4,338,428
  
Short-term borrowings
    
122,700
      
-
      
122,700
      
-
      
122,700
  
Accrued interest payable
    
602
      
60
      
542
      
-
      
602
  

(14)
Regulatory Capital Requirements


Depository institutions and their holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy rules and regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action. The capital rules include a capital conservation buffer of 2.5% that is designed to absorb losses during periods of economic stress and to require increased capital levels before capital distributions and certain other payments can be made. Failure to meet the full amount of the buffer will result in restrictions on capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. For regulatory capital purposes, the ratios exclude the impact of accumulated other comprehensive income (loss). As of December 31, 2023, the Company and Bank meet all capital adequacy requirements to which they are subject and reported capital in levels that exceeded the capital conservation buffer.


Prompt corrective action regulations, to which banks, but not their holding companies, are subject, provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. If a bank is not classified as well capitalized, its ability to accept brokered deposits is restricted. If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. As of December 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Page 87 of 104

The following is a summary of actual capital amounts and ratios as of December 31, 2023 and 2022, for Trustco Bank:

 
  
As of December 31, 2023
    
Well
    
Minimum for
Capital Adequacy plus
Capital Conservation
  
(dollars in thousands)
  
Amount
    
Ratio
    
Capitalized(1)
    
Buffer(1)(2)
  
 
                        
Tier 1 leverage ratio
  
$
636,327
      
10.428
%
    
5.000
%
    
4.000
%
Common equity Tier 1 capital
    
636,327
      
18.280
      
6.500
      
7.000
  
Tier 1 risk-based capital
    
636,327
      
18.280
      
8.000
      
8.500
  
Total risk-based capital
    
679,924
      
19.532
      
10.000
      
10.500
  

 
  
As of December 31, 2022
    
Well
    
Minimum for
Capital Adequacy plus
Capital Conservation
  
(dollars in thousands)
  
Amount
    
Ratio
    
Capitalized(1)
    
Buffer(1)(2)
  
 
                        
Tier 1 leverage ratio
  
$
609,998
      
10.116
%
    
5.000
%
    
4.000
%
Common equity Tier 1 capital
    
609,998
      
18.431
      
6.500
      
7.000
  
Tier 1 risk-based capital
    
609,998
      
18.431
      
8.000
      
8.500
  
Total risk-based capital
    
651,462
      
19.684
      
10.000
      
10.500
  


The following is a summary of actual capital amounts and ratios as of December 31, 2023 and 2022 for TrustCo on a consolidated basis.

 
  
As of December 31, 2023
    
Minimum for
Capital Adequacy plus
Capital Conservation
  
(dollars in thousands)
  
Amount
    
Ratio
    
Buffer(1)(2)
  
 
                  
Tier 1 leverage ratio
  
$
657,968
      
10.780
%
    
4.000
%
Common equity Tier 1 capital
    
657,968
      
18.896
      
7.000
  
Tier 1 risk-based capital
    
657,968
      
18.896
      
8.500
  
Total risk-based capital
    
701,577
      
20.149
      
10.500
  

 
  
As of December 31, 2022
    
Minimum for
Capital Adequacy plus
Capital Conservation
  
(dollars in thousands)
  
Amount
    
Ratio
    
Buffer(1)(2)
  
 
                  
Tier 1 leverage ratio
  
$
626,628
      
10.390
%
    
4.000
%
Common equity Tier 1 capital
    
626,628
      
18.929
      
7.000
  
Tier 1 risk-based capital
    
626,628
      
18.929
      
8.500
  
Total risk-based capital
    
668,102
      
20.182
      
10.500
  

(1)
Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized.
(2)
The December 31, 2023 and 2022 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent.

Page 88 of 104
(15)
Accumulated Other Comprehensive Income


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

 
  
December 31, 2023
  
(dollars in thousands)
  
Balance at
12/31/2022
    
Other
Comprehensive
Income (loss)-
Before
Reclassifications
    
Amount
reclassified
from Accumulated
Other Comprehensive
Income
    
Other
Comprehensive
Income (loss)-
year ended
12/31/2023
    
Balance at
12/31/2023
  
 
                              
Net unrealized holding gain (loss) on securities available for sale, net of tax
  
$
(32,271
)
  
$
8,372
    
$
-
    
$
8,372
    
$
(23,899
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
    
7,588
      
5,888
      
-
      
5,888
      
13,476
  
Net change in net actuarial gain and prior service cost on pension and pension and postretirement benefit plans, net of tax
    
(2,511
)
     -      
(303
)
    
(303
)
    
(2,814
)
 
                                        
Accumulated other comprehensive (loss) income, net of tax
  
$
(27,194
)
  
$
14,260
    
$
(303
)
  
$
13,957
    
$
(13,237
)

 
  
December 31, 2022
  
(dollars in thousands)
  
Balance at
12/31/2021
    
Other
Comprehensive
Income (loss)-
Before
Reclassifications
    
Amount
reclassified
from Accumulated
Other Comprehensive
Income
    
Other
Comprehensive
Income (loss)-
year ended
12/31/2022
    
Balance at
12/31/2022
  
 
                              
Net unrealized holding gain on securities available for sale, net of tax
  
$
(26
)
  
$
(32,245
)
  
$
-
    
$
(32,245
)
  
$
(32,271
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
    
13,706
      
(6,118
)
    
-
      
(6,118
)
    
7,588
  
Net change in net actuarial gain and prior service credit on pension and pension and postretirement benefit plans, net of tax
    
(1,533
)
     -      
(978
)
    
(978
)
    
(2,511
)
 
                                        
Accumulated other comprehensive income (loss), net of tax
  
$
12,147
    
$
(38,363
)
  
$
(978
)
  
$
(39,341
)
  
$
(27,194
)

 
  
December 31, 2021
  
(dollars in thousands)
  
Balance at
12/31/2020
    
Other
Comprehensive
Income (loss)-
Before
Reclassifications
    
Amount
reclassified
from Accumulated
Other Comprehensive
Income
    
Other
Comprehensive
Income (loss)-
year ended
12/31/2021
    
Balance at
12/31/2021
  
 
                              
Net unrealized holding (loss) gain on securities available for sale, net of tax
  
$
7,186
    
$
(7,212
)
  
$
-
    
$
(7,212
)
  
$
(26
)
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax
    
6,084
      
7,622
      
-
      
7,622
      
13,706
  
Net change in net actuarial gain and prior service credit on pension and pension and postretirement benefit plans, net of tax
    
(1,334
)
    
-
      
(199
)
    
(199
)
    
(1,533
)
 
                                        
Accumulated other comprehensive income, net of tax
  
$
11,936
    
$
410
    
$
(199
)
  
$
211
    
$
12,147
  


The following represents the reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021:

(dollars in thousands)
  
Years ended
December 31,
  
 
 
  
2023
    
2022
    
2021
  
Affected Line Item in Financial Statements
Amortization of pension and postretirement benefit items:
                  
                      
Amortization of net actuarial gain
    
423
      
1,008
      
674
  
Salaries and employee benefits
Amortization of prior service (cost) credit
   
(13
)
    
313
      
(405
)
Salaries and employee benefits
Income tax benefit
    
(107
)
    
(343
)
    
(70
)
Income taxes
Net of tax
    
303
      
978
      
199
  
 
 
                        
                                 
Total reclassifications, net of tax
  
$
303
    
$
978
    
$
199
  
 

Page 89 of 104

(16)
Revenue from Contracts with Customers


All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non-Interest Income.  The following table presents the Company’s sources of Non-Interest Income for the years ended December 31, 2023, 2022 and 2021.  Items outside the scope of ASC 606 are noted as such.



(dollars in thousands)
  
December 31,
  
 
  
2023
    
2022
    
2021
  
Non-interest income
                  
Service Charges on Deposits
                  
Overdraft fees
  
$
2,939
    
$
2,708
    
$
2,660
  
Other
    
2,110
      
2,044
      
1,940
  
Interchange Income
    
5,819
      
6,348
      
5,281
  
Wealth management fees
    
6,425
      
7,037
      
7,358
  
Other (a)
    
1,022
      
1,123
      
698
  
 
                        
Total non-interest income
  
$
18,315
    
$
19,260
    
$
17,937
  


(a)
Not within the scope of ASC 606.


A description of the Company’s revenue streams accounted in accordance with ASC 606 as follows:


Service charges on Deposit Accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.


Interchange Income: Interchange revenue primarily consists of interchange fees, volume-related incentives and ATM charges. As the card-issuing bank, interchange fees represent our portion of discount fees paid by merchants for credit / debit card transactions processed through the interchange network. The levels and structure of interchange rates are set by the card processing companies and are based on cardholder purchase volumes. The Company earns interchange income as cardholder transactions occur and interchange fees are settled on a daily basis concurrent with the transaction processing services provided to the cardholder.


Wealth Management fees: Trustco Financial Services provides a comprehensive suite of trust and wealth management products and services, including financial and estate planning, trustee and custodial services, investment management, corporate retirement plan recordkeeping and administration of which a fee is charged to manage assets for investment or transact on accounts. These fees are earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed over the period in which services are performed based on a percentage of the fair value of assets under management or administration. Other services are based on a fixed fee for certain account types, or based on transaction activity and are recognized when services are rendered. Fees are withdrawn from the customer’s account balance.


Gains/Losses on Sales of Other real Estate Owned “OREO”: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain/(loss) on sale if a significant financing component is present.

Page 90 of 104
(17)
Operating leases

The Company has committed to rent premises used in business operations under non-cancelable operating leases and determines if an arrangement meets the definition of a lease upon inception.  Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Company’s balance sheets.


Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine present value of operating lease liabilities. Additionally, the Company does allocate the consideration between lease and non-lease components. The Company’s lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight -line basis over the lease term. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. As of December 31, 2023, the Company did not have any leases with terms of twelve months or less.



As of December 31, 2023 the Company did not have any leases for which any related construction had not yet started. At December 31, 2023 lease expiration dates ranged from five months to 20.8 years and have a weighted average remaining lease term of 8.5 years. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. As mentioned above the leases generally also include variable lease components which include real estate taxes, insurance, and common area maintenance (“CAM”) charges in the annual rental payments.


Other information related to leases was as follows:

(dollars in thousands)
  
2023
    
2022
    
2021
  
Operating lease cost
  
$
8,165
     $
8,213
     $
8,128
  
Variable lease cost
    
2,226
      
2,183
      
2,015
  
Total Lease costs
  
$
10,391
     $
10,396
     $
10,143
  

Supplemental cash flows information:
                  
Cash paid for amounts included in the measurement of lease liabilities:
                  
Operating cash flows from operating leases
  
$
8,393
    
$
8,327
     $ 8,192  
                         
Right-of-use assets obtained in exchange for lease obligations:
  
$
2,487
    
$
3,089
     $ 6,588  
                         
Weighted average remaining lease term (years)
    
8.5
      
8.9
       9.3  
Weighted average discount rate
    
3.1
%
    
3.0
%
     3.0 %

Page 91 of 104
Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows:

(dollars in thousands)
      
Year ending December 31,
      
2024
  
$
8,479
  
2025
    
8,078
  
2026
    
7,104
  
2027
    
5,867
  
2028
    
4,679
  
Thereafter
    
16,485
  
Total lease payments
  
$
50,692
  
Less: Interest
    
6,221
  
Present value of lease liabilities
  
$
44,471
  


A member of the Board of Directors has an ownership interest in five entities that own commercial real estate leased by the Company for use as branch locations. Total future lease payments from the Company to those entities, which are included in the table above, at December 31, 2023, were $2.7 million, which includes interest in the amount of $312 thousand. The Company paid total rent and fees to these entities in the amounts of $534 thousand, $500 thousand, and $548 thousand for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, the Company had amounts no amounts outstanding due to the entities.


As of December 31, 2023 and 2022, the operating lease right-of-use asset was $40.5 million and $44.7 million, respectively.

(18)
Recent Accounting Pronouncements


In March 2023, the FASB issued ASU No. 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force).” The guidance is intended to improve the accounting and disclosures for investments in tax credit structures. The ASU allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying investments in low- income housing tax credit structures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this ASU will not have any impact on the Company as the Company doesn’t have such investments.

Page 92 of 104
(19)
Parent Company Only


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


Statements of Comprehensive Income

(dollars in thousands)
  
Years ended December 31,
  
 
  
2023
    
2022
    
2021
  
Income:
                  
Dividends and interest from subsidiaries
  
$
34,220
    
$
34,125
    
$
34,096
  
Net gain on securities transactions
    
-
      
-
      
-
  
Miscellaneous income
    
-
      
-
      
-
  
Total income
    
34,220
      
34,125
      
34,096
  
 
                        
Expense:
                        
Operating supplies
    
-
      
-
      
21
  
Professional services
    
972
      
585
      
819
  
Miscellaneous expense
    
1,371
      
1,752
      
3,419
  
Total expense
    
2,343
      
2,337
      
4,259
  
Income before income taxes and subsidiaries’ undistributed earnings
    
31,877
      
31,788
      
29,837
  
Income tax benefit
    
(530
)
    
(559
)
    
(972
)
Income before subsidiaries’ undistributed earnings
    
32,407
      
32,347
      
30,809
  
Equity in undistributed earnings of subsidiaries
    
26,239
      
42,887
      
30,710
  
Net income
  
$
58,646
    
$
75,234
    
$
61,519
  
Change in other comprehensive income
    
13,957
      
(39,341
)
    
211
  
Comprehensive income
  
$
72,603
    
$
35,893
    
$
61,730
  


Statements of Condition

(dollars in thousands)
  
December 31,
  
 
  
2023
    
2022
  
Assets:
            
Cash in subsidiary bank
  
$
28,547
     $
25,079
  
Investments in subsidiaries
    
623,658
      
583,370
  
Securities available for sale
    
48
      
36
  
Other assets
    
869
      
809
  
 
                
Total assets
    
653,122
      
609,294
  
Liabilities and shareholders’ equity:
                
Accrued expenses and other liabilities
    
7,837
      
9,307
  
Total liabilities
    
7,837
      
9,307
  
Shareholders’ equity
    
645,285
      
599,987
  
 
                
Total liabilities and shareholders’ equity
  
$
653,122
     $
609,294
  

Page 93 of 104

Statements of Cash Flows

(dollars in thousands)
  
Years ended December 31,
  
 
  
2023
    
2022
    
2021
  
Increase/(decrease) in cash and cash equivalents:
                  
Cash flows from operating activities:
                  
Net income
  
$
58,646
    
$
75,234
    
$
61,519
  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Equity in undistributed earnings of subsidiaries
    
(26,239
)
    
(42,887
)
    
(30,710
)
Stock based compensation expense
    
-
      
-
      
-
  
Net change in other assets and accrued expenses
    
(1,563
)
    
(440
)
    
354
  
Total adjustments
    
(27,802
)
    
(43,327
)
    
(30,356
)
 
                        
Net cash provided by operating activities
    
30,844
      
31,907
      
31,163
  
 
                        
Cash flows from investing activities:
                        
Purchases of securities available for sale
    
-
      
-
      
-
  
 
                        
Net cash used in investing activities
    
-
      
-
      
-
  
 
                        
Cash flows from financing activities:
                        
Cash used to settle fractional shares in the Reverse Stock Split
    
-
      
-
      
(200
)
Proceeds from exercise of stock options
    
-
      
429
      
260
  
Dividends paid
    
(27,376
)
    
(26,978
)
    
(26,266
)
Payments to acquire treasury stock
    
-
      
(7,004
)
    
(2,386
)
Proceeds from sales of treasury stock
    
-
      
-
      
-
  
Net cash used in financing activities
    
(27,376
)
    
(33,553
)
    
(28,592
)
 
                        
Net increase in cash and cash equivalents
    
3,468
      
(1,646
)
    
2,571
  
 
                        
Cash and cash equivalents at beginning of year
    
25,079
      
26,725
      
24,154
  
 
                        
Cash and cash equivalents at end of year
  
$
28,547
    
$
25,079
    
$
26,725
  

Page 94 of 104
Branch Locations
 
New York
    
     
Airmont Office
Campbell West Plaza Office
Elmsford Office
327 Route 59 East
141 West Campbell Rd.
100 Clearbrook Rd.
Airmont, NY
Rotterdam, NY
Elmsford, NY
Telephone: (845) 357-2435
Telephone: (518) 377-2393
Telephone: (914) 345-1808
     
Altamont Ave. Office
Catskill Office
Exit 8 Office
1400 Altamont Ave.
238 West Bridge St.
1541 Crescent Rd.
Schenectady, NY
Catskill, NY
Clifton Park, NY
Telephone: (518) 356-1317
Telephone: (518) 943-5090
Telephone: (518) 383-0039
     
Amsterdam Office
Chatham Office
Exit 11 Office
4931 Route 30
193 Hudson Ave.
43 Round Lake Rd.
Amsterdam, NY
Chatham, NY
Ballston Lake, NY
Telephone: (518) 842-5459
Telephone: (518) 392-0031
Telephone: (518) 899-1558
     
Ardsley Office
Clifton Country Road Office
Fishkill Office
33-35 Center St.
7 Clifton Country Rd.
1545 Route 52
Ardsley, NY
Clifton Park, NY
Fishkill, NY
Telephone: (914) 693-3254
Telephone: (518) 371-5002
Telephone: (845) 896-8260
     
Ballston Spa Office
Clifton Park Office
Freemans Bridge Rd. Office
235 Church Ave.
1026 Route 146
1 Sarnowski Dr.
Ballston Spa, NY
Clifton Park, NY
Glenville, NY
Telephone: (518) 885-1561
Telephone: (518) 371-8451
Telephone: (518) 344-7510
     
Balltown Road Office
Cobleskill Office
Glenmont Office
1475 Balltown Rd.
104 Merchant Pl.
380 Route 9W
Niskayuna, NY
Cobleskill, NY
Glenmont, NY
Telephone: (518) 377-2460
Telephone: (518) 254-0290
Telephone: (518) 449-2128
     
Brandywine Office
Colonie Office
Glens Falls Office
1048 State St.
1818 Central Ave.
100 Glen St.
Schenectady, NY
Albany, NY
Glens Falls, NY
Telephone: (518) 346-4295
Telephone: (518) 456-0041
Telephone: (518) 798-8131
     
Briarcliff Manor Office
Crestwood Plaza Office
Greenwich Office
75 North State Rd.
415 Whitehall Rd.
131 Main St.
Briarcliff Manor, NY
Albany, NY
Greenwich, NY
Telephone: (914) 762-7133
Telephone: (518) 482-0693
Telephone: (518) 692-2233
     
Bronxville Office
Delmar Office
Guilderland Office
5-7 Park Pl.
167 Delaware Ave.
3900 Carman Rd.
Bronxville, NY
Delmar, NY
Schenectady, NY
Telephone: (914) 771-4180
Telephone: (518) 439-9941
Telephone: (518) 355-4890
     
Brunswick Office
East Greenbush Office
Halfmoon Office
740 Hoosick Rd.
501 Columbia Tpk.
215 Guideboard Rd.
Troy, NY
Rensselaer, NY
Halfmoon, NY
Telephone: (518) 272-0213
Telephone: (518) 479-7233
Telephone: (518) 371-0593

Page 95 of 104
Branch Locations
(continued)
    
     
Hartsdale Office
Loudon Plaza Office
Mt. Kisco Office
220 East Hartsdale Ave.
372 Northern Blvd.
222 East Main St.
Hartsdale, NY
Albany, NY
Mt. Kisco, NY
Telephone: (914) 722-2640
Telephone: (518) 462-6668
Telephone: (914) 666-2362
     
Highland Office
Madison Ave. Office
New City Office
3580 Route 9W
1084 Madison Ave.
20 Squadron Blvd.
Highland, NY
Albany, NY
New City, NY
Telephone: (845) 691-7023
Telephone: (518) 489-4711
Telephone: (845) 634-4571
     
Hoosick Falls Office
Mahopac Office
New Scotland Office
47 Main St.
945 South Lake Blvd.
301 New Scotland Ave.
Hoosick Falls, NY
Mahopac, NY
Albany, NY
Telephone: (518) 686-5352
Telephone: (845) 803-8756
Telephone: (518) 438-7838
     
Hudson Office
Malta 4 Corners Office
Newton Plaza Office
507 Warren St.
2471 Route 9
602 New Loudon Rd.
Hudson, NY
Malta, NY
Latham, NY
Telephone: (518) 828-9434
Telephone: (518) 899-1056
Telephone: (518) 786-3687
     
Hudson Falls Office
Mamaroneck Office
Niskayuna-Woodlawn Office
3750 Burgoyne Ave.
180-190 East Boston Post Rd.
3461 State St.
Hudson Falls, NY
Mamaroneck, NY
Schenectady, NY
Telephone: (518) 747-0886
Telephone: (914) 777-3023
Telephone: (518) 377-2264
     
Katonah Office
Mayfair Office
Northern Pines Office
18 Woods Bridge Rd.
286 Saratoga Rd.
649 Maple Ave.
Katonah, NY
Glenville, NY
Saratoga Springs, NY
Telephone: (914) 666-6230
Telephone: (518) 399-9121
Telephone: (518) 583-2634
     
Kimberly Square Office
Mechanicville Office
Nyack Office
477 Albany Shaker Rd.
9 Price Chopper Plaza
388 Route 59
Albany, NY
Mechanicville, NY
Nyack, NY
Telephone: (518) 992-7323
Telephone: (518) 664-1059
Telephone: (845) 535-3728
     
Kingston Office
Milton Office
Peekskill Office
1220 Ulster Ave.
2 Trieble Ave.
20 Welcher Ave.
Kingston, NY
Ballston Spa, NY
Peekskill, NY
Telephone: (845) 336-5372
Telephone: (518) 885-0498
Telephone: (914) 739-1839
     
Lake George Office
Monroe Office
Pelham Office
4066 Route 9L
791 Route 17M
132 Fifth Ave.
Lake George, NY
Monroe, NY
Pelham, NY
Telephone: (518) 668-2352
Telephone: (845) 782-1100
Telephone: (914) 632-1983
     
Latham Office
Mont Pleasant Office
Poughkeepsie Office
1 Johnson Rd.
959 Crane St.
2656 South Rd.
Latham, NY
Schenectady, NY
Poughkeepsie, NY
Telephone: (518) 785-0761
Telephone: (518) 346-1267
Telephone: (845) 485-7413

Page 96 of 104
Branch Locations
(continued)
    
Queensbury Office
Sheridan Plaza Office
Upper Union Street Office
118 Quaker Rd.
1350 Gerling St.
1620 Union St.
Suite 1
Schenectady, NY
Schenectady, NY
Queensbury, NY
Telephone: (518) 377-8517
Telephone: (518) 374-4056
Telephone: (518) 798-7226
    
 
Slingerlands Office
Ushers Road Office
Red Hook Office
400 Maple Road
308 Ushers Rd.
4 Morgans Way
Slingerlands, NY
Ballston Lake, NY
Red Hook, NY
Telephone: (518) 439-9352
Telephone: (518) 877-8069
Telephone: (845) 752-2224
    
 
South Glens Falls Office
Valatie Office
Rotterdam Office
133 Saratoga Rd.
2929 Route 9
1416 Curry Rd.
Suite 1
Valatie, NY
Schenectady, NY
South Glens Falls, NY
Telephone: (518) 758-2265
Telephone: (518) 355-8330
Telephone: (518) 793-7668
  
   
Warrensburg Office
Route 2 Office
State Farm Road Office
9 Lake George Plaza Rd.
201 Troy-Schenectady Rd.
2050 Western Ave.
Warrensburg, NY
Latham, NY
Guilderland, NY
Telephone: (518) 623-3707
Telephone: (518) 785-7155
Telephone: (518) 452-6913
  
   
West Sand Lake Office
Route 7 Office
State St. Albany Office
3690 NY Route 43
1156 Troy-Schenectady Rd.
112 State St.
West Sand Lake, NY
Latham, NY
Albany, NY
Telephone: (518) 674-3327
Telephone: (518) 785-4744
Telephone: (518) 436-9043
  
   
Wilton Office
Saratoga Springs Office
State St. Schenectady - Main Office
4208 Route 50
34 Congress St.
320 State St.
Saratoga Springs, NY
Saratoga Springs, NY
Schenectady, NY
Telephone: (518) 583-1716
Telephone: (518) 587-3520
Telephone: (518) 381-3831
  
   
Wolf Road Office
Schaghticoke Office
Stuyvesant Plaza Office
34 Wolf Rd.
2 Main St.
1475 Western Ave.
Albany, NY
Schaghticoke, NY
Albany, NY
Telephone: (518) 458-7761
Telephone: (518) 753-6509
Telephone: (518) 489-2616
  
   
Wynantskill Office
Scotia Office
Troy Office
134-136 Main St.
123 Mohawk Ave.
1700 5th Ave.
Wynantskill, NY
Scotia, NY
Troy, NY
Telephone: (518) 286-2674
Telephone: (518) 372-9416
Telephone: (518) 274-5420
  

Page 97 of 104
Branch Locations
(continued)
    
     
Florida
    
     
Alafaya Woods Office
Curry Ford Road Office
Lake Brantley Office
1500 Alafaya Trl.
3020 Lamberton Blvd., Suite 116
909 North SR 434
Oviedo, FL
Orlando, FL
Altamonte Springs, FL
Telephone: (407) 359-5991
Telephone: (407) 277-9663
Telephone: (407) 339-3396
     
Aloma Office
Curry Ford West Office
Lake Mary Office
4070 Aloma Ave.
2838 Curry Ford Rd.
350 West Lake Mary Blvd.
Winter Park, FL
Orlando, FL
Sanford, FL
Telephone: (407) 677-1969
Telephone: (407) 893-9878
Telephone: (407) 330-7106
     
Apollo Beach Office
Davenport Office
Lake Nona Office
205 Apollo Beach Blvd.
2300 Deer Creek Commons Ln.
9360 Narcoossee Rd.
Apollo Beach, FL
Suite 600
Orlando, FL
Telephone: (813) 649-0460
Davenport, FL
Telephone: (407) 801-7330
 
Telephone: (863) 424-9493
  
Apopka Office
  
Lake Square Office
1134 North Rock Springs Rd.
Dean Road Office
10105 Route 441
Apopka, FL
3920 Dean Rd.
Leesburg, FL
Telephone: (407) 464-7373
Orlando, FL
Telephone: (352) 323-8147
 
Telephone: (407) 657-8001
  
Avalon Park Office
  
Lee Road Office
3662 Avalon Park East Blvd.
Downtown Orlando Office
1084 Lee Rd., Suite 11
Orlando, FL
415 East Pine St.
Orlando, FL
Telephone: (407) 380-2264
Orlando, FL
Telephone: (407) 532-5211
 
Telephone: (407) 422-7129
  
Bay Hill Office
  
Lee Vista Office
6084 Apopka Vineland Rd.
East Colonial Office
8288 Lee Vista Blvd., Suite E
Orlando, FL
12901 East Colonial Dr.
Orlando, FL
Telephone: (321) 251-1859
Orlando, FL
Telephone: (321) 235-5583
 
Telephone: (407) 275-3075
  
BeeLine Center Office
  
Leesburg Office
10249 South John Young Pkwy.
Englewood Office
1330 Citizens Blvd., Suite 101
Suite 101
2930 South McCall Rd.
Leesburg, FL
Orlando, FL
Englewood, FL
Telephone: (352) 365-1305
Telephone: (407) 240-0945
Telephone: (941) 460-0601
  
   
Maitland Office
Beneva Village Office
Gateway Commons Office
9400 US Route 17/92, Suite 101
5950 South Beneva Rd.
1525 East Osceola Pkwy., Suite 120
Maitland, FL
Sarasota, FL
Kissimmee, FL
Telephone: (407) 332-6071
Telephone: (941) 923-8269
Telephone: (407) 932-0398
  
   
Melbourne Office
Bradenton Office
Juno Beach Office
2481 Croton Rd.
5858 Cortez Rd. West
14051 US Highway 1
Melbourne, FL
Bradenton, FL
Juno Beach, FL
Telephone: (321) 752-0446
Telephone: (941) 792-2604
Telephone: (561) 630-4521
  
     
Colonial Drive Office
Lady Lake Office
Metro West Office
4301 East Colonial Dr.
873 North US Highway 27/441
2619 S. Hiawassee Rd.
Orlando, FL
Lady Lake, FL
Orlando, FL
Telephone: (407) 895-6393
Telephone: (352) 205-8893
Telephone: (407) 293-1580

Page 98 of 104
Branch Locations
(continued)
    
     
North Clermont Office
Rinehart Road Office
Vero Beach Office
12302 Roper Blvd.
1185 Rinehart Rd.
4125 20th St.
Clermont, FL
Sanford, FL
Vero Beach, FL
Telephone: (352) 243-2563
Telephone: (407) 268-3720
Telephone: (772) 492-9295
     
Orange City Office
Sarasota Office
Westwood Plaza Office
902 Saxon Blvd., Suite 101
2704 Bee Ridge Rd.
4942 West State Route 46
Orange City, FL
Sarasota, FL
Suite 1050
Telephone: (386) 775-1392
Telephone: (941) 929-9451
Sanford, FL
   
Telephone: (407) 321-4925
Ormond Beach Office
South Clermont Office
  
115 North Nova Rd.
16908 High Grove Blvd.
Windermere Office
Ormond Beach, FL
Clermont, FL
2899 Maguire Rd.
Telephone: (386) 256-3813
Telephone: (352) 243-9511
Windermere, FL
   
Telephone: (407) 654-0498
Osprey Office
Stuart Office
  
1300 South Tamiami Trl.
951 SE Federal Highway
Winter Garden Office
Osprey, FL
Stuart, FL
16118 Marsh Rd.
Telephone: (941) 918-9380
Telephone: (772) 286-4757
Winter Garden, FL
   
Telephone: (407) 654-4609
Oviedo Office
Sun City Center Office
  
1875 West County Rd. 419
4441 Sun City Center Blvd.
Winter Haven Office
Suite 600
Sun City Center, FL
7476 Cypress Gardens Blvd. SE
Oviedo, FL
Telephone: (813) 633-1468
Winter Haven, FL
Telephone: (407) 365-1145
  
Telephone: (863) 326-1918
 
Sweetwater Office
  
Palm Coast Office
671 North Hunt Club Rd.
Winter Springs Office
120 Belle Terre Pkwy.
Longwood, FL
851 East State Route 434
Palm Coast, FL
Telephone: (407) 774-1347
Winter Springs, FL
Telephone: (386)524-5044
  
Telephone: (407) 327-6064
 
Tuskawilla Road Office
  
Pleasant Hill Commons Office
1295 Tuskawilla Rd., Suite 10
  
3307 South Orange Blossom Trl.
Winter Springs, FL
  
Kissimmee, FL
Telephone: (407) 695-5558
  
Telephone: (407) 846-8866
    
 
Venice Office
  
Port Orange Office
2057 South Tamiami Trl.
  
3751 Clyde Morris Blvd.
Venice, FL
  
Port Orange, FL
Telephone: (941) 496-9100
  
Telephone: (386) 322-3730
    

Page 99 of 104
Branch Locations
(continued)
    
     
Massachusetts
New Jersey
Vermont
     
Allendale Office
Northvale Office
Bennington Office
5 Cheshire Rd.
220 Livingston St.
215 North St.
Suite 18
Northvale, NJ
Bennington, VT
Pittsfield, MA
Telephone: (201) 750-1501
Telephone: (802) 447-4952
Telephone: (413) 236-8400
    
 
Ramsey Office
  
 
385 North Franklin Tpk.
  
 
Ramsey, NJ
  
 
Telephone: (201) 934-1429
  

Page 100 of 104
EXECUTIVE OFFICERS
BOARD OF DIRECTORS
   
CHAIRMAN, PRESIDENT, AND CHIEF
Steffani Cotugno, D.O., Physician, Community Care
EXECUTIVE OFFICER
Physicians
Robert J. McCormick
  
 
Brian C. Flynn, CPA
EXECUTIVE VICE PRESIDENT
KPMG LLP
RETAIL BANKING
Retired Partner
Kevin M. Curley
  
 
Lisa M. Lucarelli, Private Investor
EXECUTIVE VICE PRESIDENT
  
CORPORATE SERVICES
Thomas O. Maggs, President
AND RISK
Maggs & Associates
Robert M. Leonard
Insurance Broker
   
EXECUTIVE VICE PRESIDENT
Anthony J. Marinello, M.D., Ph.D. Consultant
AND CHIEF FINANCIAL OFFICER
EmblemHealth
Michael M. Ozimek
  
 
Robert J. McCormick,
EXECUTIVE VICE PRESIDENT
Chairman, President, and Chief Executive Officer
COMMERCIAL BANKING
TrustCo Bank Corp NY and Trustco Bank
Scot R. Salvador
  
 
Curtis N. Powell, Vice President
EXECUTIVE VICE PRESIDENT AND
Rensselaer Polytechnic Institute (Retired)
TREASURER

Eric W. Schreck
Kimberly A. Russell, President and COO
 
Frank Adams Jewelers, Inc.
GENERAL COUNSEL AND

CORPORATE SECRETARY
Frank B. Silverman
Michael Hall
Managing member of Vision Development and Management
 
Managing member of Central Florida Championship Karate
Directors of TrustCo Bank Corp NY
Executive Director of the Martial Arts Industry Association
are also Directors of Trustco Bank
Owner Silverman Consulting

HONORARY DIRECTORS
    
Lionel O. Barthold
James H. Murphy, D.D.S.
  
Nancy A. McNamara
William F. Terry
  

Page 101 of 104
Trustco Bank Officers
    
     
CHAIRMAN, PRESIDENT,
BRANCH ADMINISTRATION (Cont.)
LENDING
AND CHIEF EXECUTIVE OFFICER
Officers
Senior Vice President
Robert J. McCormick
Victor J. Berger
Carly K. Batista
 
Cody Berschwinger
Vice Presidents
EXECUTIVE VICE PRESIDENT
Ronni H. Domowitz
Patrick M. Canavan
RETAIL BANKING
Peggy Eastwood
William J. Chow
Kevin M. Curley
Albert N. Estopinal
Assistant Vice Presidents
 
Philip J. Kaufman
Takla A. Awad
EXECUTIVE VICE PRESIDENT
Tony Kelley
Nancy L. Brown
CORPORATE SERVICES AND
John D. Mariani
Michael L. Curtis
RISK
Kathryn Nasr
Loriann F. Lucarelli
Robert M. Leonard
Samantha Nauth
Pratik A. Shah
 
Ronald G. Patterson
Officers
EXECUTIVE VICE PRESIDENT AND
Seeranie Ramjeet
Douglas L. Hall
CHIEF FINANCIAL OFFICER
Jason Vann
Rebecca L. O’Hare
Michael M. Ozimek
Berkley K. Young
Sara Steinback
   
Lisa Tully
EXECUTIVE VICE PRESIDENT
COMPLIANCE, RISK, BSA, AND
  
COMMERCIAL BANKING
CREDIT ADMINISTRATION
LOAN SERVICING AND
Scot R. Salvador
Senior Vice President and Chief
CUSTOMER SERVICE
 
Compliance Officer and Information
Vice President
EXECUTIVE VICE PRESIDENT
Security Officer
Jason T. Goodell
AND FLORIDA REGIONAL
Michael J. Ewell
Officer
PRESIDENT
Administrative Vice President
Aislinn E. Melia
Eric W. Schreck
Michael J. Lofrumento
  
 
Vice Presidents
OPERATIONS
GENERAL COUNSEL AND
Lara Ann Gough
Assistant Vice Presidents
CORPORATE SECRETARY
Jennifer L. Meadows
Lesly Jean-Louis
Michael Hall
Officers
Stacy L. Marble
 
Amanda L. Biance
  
ACCOUNTING/FINANCE
Michael F. McMahon
PERSONNEL, QUALITY CONTROL,
Vice Presidents
June M. Ryder
AND TRAINING
Lynn M. Hallenbeck
  
Vice President
Michael Rydberg
PLANNING AND SYSTEMS AND
Jessica M. Marshall
Officer
MARKETING
  
Jeff P. Klingbeil
Senior Vice President
TREASURY SERVICES
 
John R. George
Assistant Vice President
AUDIT
Vice President
Michael V. Pitnell
Director of Internal Audit
Adam E. Roselan
Officer
Daniel R. Saullo
Assistant Vice President
Justin C. Maggs
Officers
Sean Dougherty
  
Allison R. Downs
Officers
WEALTH MANAGEMENT
Kenneth E. Hughes Jr.
Jonathan R. Goodell
Administrative Vice President and Chief
Dennis M. Pitaniello
  
Trust Officer
 
INVESTOR RELATIONS AND
Patrick J. LaPorta
BRANCH ADMINISTRATION
LEGAL
Vice President
Senior Vice President
Assistant Vice President and Assistant
Thomas M. Poitras
Michelle L. Simmonds
Corporate Secretary
Assistant Vice President
Assistant Vice Presidents
Lauren A. McCormick
John W. Bresonis
Mark J. Cooper
Associate Counsel
Officers
William B. Jansz
Camila Rivera Abreu
Michael D. Bates
Thomas L. McCormick
  
Kaitlyn E. Goodell
Nicolette C. Messina
    
Gloryvel Morales
    
James J. Smith
    
Jocelyn E. Vizcarra
    
 
Page 102 of 104
General Information
 
ANNUAL MEETING
 
Tuesday, May 21, 2024
10:30 AM
Albany, NY 12205
 
CORPORATE HEADQUARTERS

5 Sarnowski Drive
Glenville, NY 12302
(518) 377-3311
 
DIVIDEND REINVESTMENT PLAN
 
A Dividend Reinvestment Plan is available to shareholders of TrustCo Bank Corp NY. It provides for the reinvestment of cash dividends and optional cash payments to purchase additional shares of TrustCo stock. The Dividend Reinvestment Plan has certain administrative charges and provides a convenient method of acquiring additional shares. Computershare acts as administrator for this service and is the agent for shareholders in these transactions. Shareholders who want additional information may contact Computershare at 1-800-368-5948.
 
DIRECT DEPOSIT OF DIVIDENDS
 
Electronic deposit of dividends, which offers safety and convenience, is available to TrustCo shareholders who wish to have dividends deposited directly to personal checking, savings or other accounts. If you would like to arrange direct deposit, please write to Computershare listed as transfer agent at the bottom of this page.
 
ANNUAL REPORT FORM 10-K
 
TrustCo Bank Corp NY will provide, without charge, a copy of its Annual Report on Form 10-K for the year ended December 31, 2023 upon written request. Requests and related inquiries should be directed to Robert M. Leonard, Executive Vice President Corporate Services and Risk, 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 Michael Hall, Corporate Secretary, TrustCo Bank Corp NY, P.O. Box 1082, Schenectady, New York 12301-1082.  The Code of Conduct also is available on the Company’s web site at www.trustcobank.com under the “Investor Relations” link.
 
NASDAQ SYMBOL: TRST
 
The Corporation’s common stock trades on The Nasdaq Stock Market under the symbol TRST. There were approximately 7,334 shareholders of record of TrustCo common stock as of January 31, 2024.
 
SUBSIDIARIES:
 
Trustco Bank
 
Glenville, New York
Member FDIC
(and its wholly owned subsidiaries)
 
Trustco Realty Corp
 
Glenville, New York
 
Trustco Insurance Agency, Inc.
 
Glenville, New York
 
ORE Property, Inc.
 
Glenville, New York
(and its wholly owned subsidiaries)
 
ORE Property One, Inc.
 
Orlando, Florida
 
ORE Property Two, Inc.
 
Orlando, Florida
 
ORE Subsidiary Corporation
 
Glenville, New York
TRANSFER AGENT
Computershare
Regular Mail
PO BOX 505000
Louisville, KY 40233-5000
UNITED STATES

Overnight Delivery
462 South 4th Street
Suite 1600 Louisville, KY 40202
UNITED STATES
 
Toll Free: 1-800-368-5948 or 1-781-575-4223
 
Trustco Bank® is a registered service mark with the U.S. Patent & Trademark Office.

Page 103 of 104
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 S&P U.S BMI Banks Index.  The S&P U.S. BMI Banks Index is an industry group compiled by S&P Global Market Intelligence, that includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks and thrifts in S&P’s coverage universe. The index included 259 companies as of December 31, 2023. A list of the component companies can be obtained by contacting TrustCo.
 
graphic
 
 
 
Period Ending
  
Index
12/31/18
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
TrustCo Bank Corp NY
100.00
130.76
104.95
109.11
128.29
111.27
Russell 2000 Index
100.00
125.53
150.58
172.90
137.56
160.85
S&P U.S. BMI Banks Index
100.00
137.36
119.83
162.92
135.13
147.41
             
Source:  S&P Global Market Intelligence© 2024
            


Page 104 of 104
Exhibit 21
 
SUBSIDIARIES OF TRUSTCO BANK CORP NY
 
 
Trustco Bank
Federal 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. 333-175868), Form S-8 (No. 333-233122), Form S-8 (No. 333-175867), Form S-8 (No. 333-206685), Form S-8 (333-272169) and Form S-3 (333-272184) of TrustCo Bank Corp NY of our report dated March 11, 2024 with respect to the consolidated financial statements of TrustCo Bank Corp NY and the effectiveness of internal control over financial reporting which is incorporated by reference in the Annual Report on Form 10-K of TrustCo Bank Corp NY for the year ended December 31, 2023.

 
/s/Crowe LLP
   
New York, New York
  
March 11, 2024
  


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 Report on Form 10-K for the year ended December 31, 2023, 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 signature on the dates indicated.

/s/ Steffani Cotugno
  
/s/ Brian C. Flynn
  
Steffani Cotugno
  
Brian C. Flynn
  
February 20, 2024
  
February 20, 2024
  
       
/s/ Lisa M. Lucarelli
  
/s/ Thomas O. Maggs
  
Lisa M. Lucarelli
  
Thomas O. Maggs
  
February 20, 2024
  
February 20, 2024
  
       
/s/ Anthony J. Marinello
  
/s/ Robert J. McCormick
  
Anthony J. Marinello
  
Robert J. McCormick
  
February 20, 2024
  
February 20, 2024
  
       
/s/ Curtis N. Powell
  
/s/ Kimberly A. Russell
  
Curtis N. Powell
  
Kimberly A. Russell
  
February 20, 2024
  
February 20, 2024
  
       
/s/ Frank B. Silverman
      
Frank B. Silverman
      
February 20, 2024
      


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 11, 2024

/s/ Robert J. McCormick
Robert J. McCormick
Chairman, 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 11, 2024

/s/ Michael M. Ozimek
Michael M. Ozimek
Executive 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, 2023 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, to our knowledge:

  1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


2.
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods described therein.


/s/ Robert J. McCormick
  
 
Robert J. McCormick
  
 
Chairman, President and Chief Executive Officer
  
     
 
/s/ Michael M. Ozimek
  
 
Michael M. Ozimek
  
 
Executive Vice President and Chief Financial Officer
  

March 11, 2024


Exhibit 97

Executive Compensation Clawback Policy

1.          Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay, return, or forfeit Erroneously Awarded Compensation to the Company.  This Policy shall be interpreted to (1) comply with Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and the related listing rules of the Exchange, and, to the extent this Policy is deemed inconsistent with such rules in any manner, this Policy shall be treated as retroactively amended to be compliant with such rules and (2) provide for recoupment of Incentive-based Compensation awarded under circumstances in which an Executive Officer has committed an act of Material Fraud or Misconduct.  Capitalized terms shall have the meanings ascribed to such terms in Section 3 below.

2.          Administration. This Policy shall be administered by the Committee. The Committee has full and final authority to make all determinations under this Policy, in each case to the extent permitted under the listing rules of the Exchange and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.  Any determinations made by the Committee shall be final and binding on all affected individuals.

3.          Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(a)          “Accounting Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

(b)          “Board” shall mean the Board of Directors of the Company.

(c)          “Clawback Eligible Incentive Compensation” shall mean all Incentive-based Compensation Received by an Executive Officer (i) on or after the Effective Date, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period for such Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid, returned, or forfeited to the Company Group), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period.

(d)          “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date, including any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years or, with respect to Material Fraud or Misconduct, the period during which the Material Fraud or Misconduct resulted in the payment of Erroneously Awarded Compensation - Misconduct.

(e)          “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid regulation or other official guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.

(f)          “Committee” shall mean the Compensation Committee (if composed entirely of independent directors) of the Board, or, in the absence of such a committee, a majority of the independent directors serving on the Board.

(g)          “Company” shall mean TrustCo Bank Corp NY, a New York corporation.

(h)          “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.

(i)          “Effective Date” shall mean the date the policy is adopted by the Board

(j)          “Erroneously Awarded Compensation” shall mean both (i) Erroneously Awarded Compensation – Restatement and (ii) Erroneously Awarded Compensation – Misconduct.

(k)          “Erroneously Awarded Compensation - Restatement” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation Received that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.  For Incentive-based Compensation based on (or derived from) stock price or total stockholder return where the amount of Erroneously Awarded Compensation – Restatement is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the Exchange).  With respect to any compensation plans or programs of the Company Group that take into account Incentive-Based Compensation, the amount of Erroneously Awarded Compensation – Restatement subject to recovery (or, to the extent such amount has not yet been paid, forfeiture) under this Policy includes, but is not limited to, the amount of Erroneously Awarded Compensation – Restatement credited to any notional account and any notional earnings attributable thereto.

(l)          “Erroneously Awarded Compensation - Misconduct” shall mean, with respect to each Executive Officer in connection with an act or acts of Material Fraud or Misconduct, Incentive-based Compensation awarded to or received by such Executive Officer(s) during the twelve-month period following the commission of the acts of Material Fraud or Misconduct and/or occurrence of a Material Adverse Effect, in either case, as determined by the Compensation Committee in its sole discretion.

(m)          “Exchange” shall mean a national securities exchange or national securities association on which the Company has listed securities.

(n)          “Executive Officer” shall mean each individual who is currently or was previously designated as an “officer” of the Company in accordance with Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.

(o)          “Financial Reporting Measure” shall mean a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any other measure that is derived wholly or in part from such measure.  Stock price and total stockholder return (and any measure that is derived wholly or in part from stock price or total stockholder return) shall be considered Financial Reporting Measures for purposes of this Policy.  For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

(p)          “Incentive-based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(q)          “Material Adverse Effect” means any event, change, development or occurrence, individually or together with any other event, change, development, or occurrence, that the Compensation Committee determines, in its sole discretion, is materially adverse to the finances, business, condition, assets, or results of operations of the Company.

(r)          “Material Fraud or Misconduct” shall mean a willful act of material fraud or misconduct that directly or indirectly causes a Material Adverse Effect.

(s)           “Policy” shall mean this Executive Compensation Clawback Policy, as the same may be amended and/or restated from time to time.

(t)          “Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if payment or grant of the Incentive-based Compensation occurs after the end of that period (subject to applicable law, including any Incentive-based Compensation the payment of which has been deferred).  For the avoidance of doubt, Incentive-based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the relevant Financial Reporting Measure is achieved, even if the Incentive-based Compensation continues to be subject to the service-based vesting condition.

(u)          “Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

(v)          “SEC” shall mean the U.S. Securities and Exchange Commission.

4.          Recovery of Erroneously Awarded Compensation - Restatement.

(a)          In the event that the Company is required to prepare an Accounting Restatement, the Company must recover, reasonably promptly, Erroneously Awarded Compensation – Restatement Received by any Executive Officer during the applicable Clawback Period, in amounts determined by the Committee pursuant to this Policy.  The Company’s obligation to recover Erroneously Awarded Compensation – Restatement is not dependent on if or when the Company files restated financial statements.  Recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.  In the event of an Accounting Restatement, the Committee shall determine, in its sole and absolute discretion, the timing and method for promptly recovering Erroneously Awarded Compensation – Restatement hereunder, including, without limitation, the cancellation of or offsetting against any planned future cash or equity-based awards, to the extent permitted under the listing rules of the Exchange and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.  The Committee has the power, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems necessary or appropriate to carry out its duties under this Policy.

(b)          Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 4(a) above to the extent that one or more of the following conditions are met and the Committee determines that recovery would therefore be impracticable:

(i)          The direct expense paid to a third party to assist in enforcing this Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation – Restatement, documented such attempts and provided such documentation to the Exchange; or

(ii)          Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of any member of the Company Group, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.

5.  Recovery of Erroneously Awarded Compensation - Misconduct.

(a)          In the event that the Company determines that an Executive Officer has committed an act of Material Fraud or Misconduct, the Company may, in the sole discretion of the Committee, recover Erroneously Awarded Compensation – Misconduct Received by any Executive Officer during the applicable Clawback Period, in amounts determined by the Committee pursuant to this Policy.  The Committee has the power, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other adviser as it deems necessary or appropriate to carry out its duties under this Policy.

(b)          Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section 5(a) above to the extent that one or more of the following conditions are met and the Committee determines that recovery would therefore be impracticable:

(i)          The direct expense paid to a third party to assist in enforcing this Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation - Misconduct, documented such attempts and provided such documentation to the Exchange; or

(ii)          Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of any member of the Company Group, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code.

(c)          Notwithstanding anything herein to the contrary, the Company shall also not be required to take the actions contemplated by Section 5(a) above to the extent that the Committee determines, in its sole discretion, that such recovery would not be in the best interests of the Company.

6.          Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosures required by applicable SEC filings.

7.          Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation that is repaid, returned, recovered, or forfeited pursuant to the terms of this Policy, including any payment or reimbursement for the cost of third-party insurance purchased by an Executive Officer to cover such losses incurred under this Policy.  Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on, or after the Effective Date).

8.          Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.

9.          Effective Date. This Policy shall be effective as of the Effective Date.

10.       Amendment; Termination. The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rules, or the listing rules of the Exchange.  The Board may terminate this Policy at any time.  Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rules, or the listing rules of the Exchange.

11.        Acknowledgment; Benefits Conditioned on Agreeing to this Policy. Each Executive Officer shall be required to sign and return to the Company, within thirty (30) calendar days following the later of (i) the Effective Date of this Policy or (ii) the date the individual becomes an Executive Officer, the Acknowledgment Form attached hereto as Exhibit A, pursuant to which such Executive Officer will agree to be bound by the terms of this Policy.  Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant or receipt of any benefit thereunder, an agreement by the Executive Officer to abide by, and for such Executive Officer and his/her Incentive-based Compensation to be subject to, the terms of this Policy.  For the avoidance of doubt, each Executive Officer will be fully bound by, and must comply with, this Policy, whether or not such Executive Officer has executed and returned such Acknowledgment Form to the Company.

12.          Other Recoupment Rights; Company Claims. The Board intends that this Policy will be applied to the fullest extent of the law.  Any right of recoupment (or right to apply a forfeiture) under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment (or forfeiture) that may be available to the Company Group under applicable law, regulation, or rule or pursuant to the terms of any similar policy in any employment agreement, compensation plan or program, award agreement, or similar document and any other legal remedies available to the Company Group, in each case to the extent permitted under the listing rules of the Exchange and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.  Nothing contained in this Policy, and no recoupment, recovery, or forfeiture as contemplated by this Policy, shall limit any claims, damages, or other legal remedies the Company Group may have against an Executive Officer arising out of or resulting from any actions or omissions by the Executive Officer.

13.          Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

14.         Opportunity To Be Heard.  An Executive Officer whose Incentive-based Compensation is subject to recoupment pursuant to the Policy shall be given the opportunity to appear before the Committee, with or without counsel, to present such facts and circumstances that such Executive Officer considers relevant to the Committee’s determination.  To the extent that the Executive Officer(s) appear before the Committee, the Committee shall consider all facts and circumstances presented by such Executive Officer and shall render a final determination on the imposition of such recovery or forfeiture and advise such Executive Officer of that determination.

15.          Attorney’s Fees.  To the extent that an Executive Officer subject to a Recovery of Erroneously Awarded Compensation retains counsel to represent the Executive Officer to appear before the Committee to challenge such determination or to challenge such determination in a legal proceeding brought in a court of competent jurisdiction and as a result of such challenge, the Committee retracts, withdraws or rescinds all or part of such determination, or a court of competent jurisdiction rules that all or part of such determination is invalid or inconsistent with and unsupported by the Policy, the Company shall reimburse such Executive Officer for all of such Executive Officer’s reasonable costs and attorney’s fees in connection with such representation, to the extent permitted by applicable law and the listing rules of the Exchange.

Exhibit A


Executive Compensation Clawback Policy

ACKNOWLEDGMENT FORM

By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the TrustCo Bank Corp NY Executive Compensation Clawback Policy (the “Policy”).  Capitalized terms used but not otherwise defined in this Acknowledgment Form (this “Acknowledgment Form”) shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgment Form, the undersigned acknowledges and agrees that the undersigned and the undersigned’s Incentive-based Compensation are and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with any member of the Company Group.  In the event of any inconsistency or conflict between the Policy and any prior, existing or future employment agreement, compensation plan or program, award agreement or similar document to which the undersigned is or becomes a party or that otherwise is or becomes applicable to the undersigned (collectively, “compensation arrangements”), the undersigned acknowledges and agrees that the Policy shall govern such compensation arrangements, and all such compensation arrangements are hereby automatically deemed amended to the extent necessary to give effect to the Policy.  Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by (i) waiving any rights to indemnification or any claim to insurance under a policy paid for by the Company, in either case in connection with the recovery of Erroneously Awarded Compensation under the Policy and (ii) returning any Erroneously Awarded Compensation to the extent required by the Policy.

 
Signature:
  
     
 
Print Name:
  
     
 
Date: