Edgar Filing: TRUSTCO BANK CORP N Y

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

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		(I.R.S. Employer Identification No.)
or organization)

5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK		12302
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:

(518) 377‑3311

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒Yes ☐No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒Yes ☐ No

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

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
Smaller reporting company ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock		Number of Shares Outstanding as of October 31, 2016
$1 Par Value		95,705,176

TrustCo Bank Corp NY

INDEX

Part I.		FINANCIAL INFORMATION	PAGE NO.
	Item 1.	Consolidated Interim Financial Statements (Unaudited):

		Consolidated Statements of Income for the three month and nine month periods ended September 30, 2016 and 2015	3

		Consolidated Statements of Comprehensive Income for the three month and nine month periods ended September 30, 2016 and 2015	4

		Consolidated Statements of Financial Condition as of September 30, 2016 and December 31, 2015	5

		Consolidated Statements of Changes in Shareholders’ Equity for the nine month periods ended September 30, 2016 and 2015	6

		Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2016 and 2015	7

		Notes to Consolidated Interim Financial Statements	8-35

		Report of Independent Registered Public Accounting Firm	36

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37-58

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59

	Item 4.	Controls and Procedures	59

Part II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	60

	Item 1A.	Risk Factors	60

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

	Item 3.	Defaults Upon Senior Securities	60

	Item 4.	Mine Safety	60

	Item 5.	Other Information	60

	Item 6.	Exhibits	60

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015

Interest and dividend income:
Interest and fees on loans	$	36,171		35,631		107,428		105,957
Interest and dividends on securities available for sale:
U. S. government sponsored enterprises		408		584		1,067		1,162
State and political subdivisions		13		23		40		71
Mortgage-backed securities and collateralized mortgage obligations-residential		1,829		2,230		6,114		6,899
Corporate bonds		97		-		97		1
Small Business Administration-guaranteed participation securities		445		497		1,371		1,522
Mortgage-backed securities and collateralized mortgage obligations-commercial		36		37		110		112
Other securities		4		4		12		12
Total interest and dividends on securities available for sale		2,832		3,375		8,811		9,779

Interest on held to maturity securities:
Mortgage-backed securities and collateralized mortgage obligations-residential		347		461		1,123		1,419
Corporate bonds		156		153		464		461
Total interest on held to maturity securities		503		614		1,587		1,880

Federal Reserve Bank and Federal Home Loan Bank stock		131		113		369		347
Interest on federal funds sold and other short-term investments		866		408		2,542		1,231
Total interest income		40,503		40,141		120,737		119,194

Interest expense:
Interest on deposits:
Interest-bearing checking		120		117		350		333
Savings		504		603		1,712		1,860
Money market deposit accounts		463		537		1,426		1,701
Time deposits		2,468		2,544		7,301		7,478
Interest on short-term borrowings		281		290		800		936
Total interest expense		3,836		4,091		11,589		12,308

Net interest income		36,667		36,050		109,148		106,886
Provision for loan losses		750		800		2,350		2,400
Net interest income after provision for loan losses		35,917		35,250		106,798		104,486

Noninterest income:
Trustco financial services income		1,347		1,351		4,464		4,482
Fees for services to customers		2,664		2,770		8,062		7,985
Net gain on securities transactions		-		-		668		249
Other		718		244		1,306		726
Total noninterest income		4,729		4,365		14,500		13,442

Noninterest expenses:
Salaries and employee benefits		8,995		7,834		26,932		24,479
Net occupancy expense		3,887		3,929		11,893		11,915
Equipment expense		1,596		1,596		4,950		5,341
Professional services		1,959		2,238		6,203		5,811
Outsourced services		1,465		1,425		4,441		4,275
Advertising expense		489		668		1,788		2,001
FDIC and other insurance		1,127		2,202		5,066		4,284
Other real estate expense, net		895		806		1,837		1,431
Other		2,636		2,766		7,352		7,915
Total noninterest expenses		23,049		23,464		70,462		67,452

Income before taxes		17,597		16,151		50,836		50,476
Income taxes		6,667		5,535		19,033		18,418

Net income	$	10,930		10,616		31,803		32,058

Net income per share:
- Basic	$	0.114		0.112		0.333		0.337

- Diluted	$	0.114		0.111		0.333		0.337

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Comprehensive Income (Unaudited)

(dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Net income	$	10,930			10,616			31,803			32,058

Net unrealized holding (loss) gain on securities available for sale		(125	)		7,855			12,475			5,682
Reclassification adjustments for net gain recognized in income		-			-			(668	)		(249	)
Tax effect		50			(3,142	)		(4,723	)		(2,171	)

Net unrealized (loss) gain on securities available for sale, net of tax		(75	)		4,713			7,084			3,262


Amortization of net actuarial (gain) loss		(8	)		43			(25	)		53
Amortization of prior service cost		22			23			67			68
Tax effect		(6	)		(26	)		(17	)		(48	)
Amortization of net actuarial (gain) loss and prior service cost on pension and postretirement plans, net of tax		8			40			25			73

Other comprehensive (loss) income, net of tax		(67	)		4,753			7,109			3,335
Comprehensive income	$	10,863			15,369			38,912			35,393

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Financial Condition

(dollars in thousands)

	September 30, 2016			December 31, 2015
ASSETS:	(Unaudited)			(Audited)

Cash and due from banks	$	42,296			41,698

Federal funds sold and other short term investments		622,132			676,458
Total cash and cash equivalents		664,428			718,156

Securities available for sale		654,502			601,037

Held to maturity securities (fair value 2016 $50,991; 2015 $59,439)		48,030			56,465

Federal Reserve Bank and Federal Home Loan Bank stock		9,579			9,480

Loans, net of deferred net costs		3,387,631			3,293,304
Less:
Allowance for loan losses		43,950			44,762
Net loans		3,343,681			3,248,542

Bank premises and equipment, net		36,110			37,643
Other assets		56,519			63,669

Total assets	$	4,812,849			4,734,992

LIABILITIES:
Deposits:
Demand	$	380,090			365,081
Interest-bearing checking		785,118			754,347
Savings accounts		1,277,734			1,262,194
Money market deposit accounts		566,097			610,826
Time deposits		1,159,199			1,107,930
Total deposits		4,168,238			4,100,378

Short-term borrowings		179,204			191,226
Accrued expenses and other liabilities		29,799			30,078

Total liabilities	$	4,377,241			4,321,682

SHAREHOLDERS' EQUITY:
Capital stock par value $1; 150,000,000 shares authorized; 99,121,082 and 98,973,452 shares issued at September 30, 2016 and December 31, 2015, respectively		99,121			98,973
Surplus		171,093			171,443
Undivided profits		197,013			184,009
Accumulated other comprehensive income (loss), net of tax		2,328			(4,781	)
Treasury stock at cost - 3,506,797 and 3,711,228 shares at September 30, 2016 and December 31, 2015, respectively		(33,947	)		(36,334	)

Total shareholders' equity		435,608			413,310

Total liabilities and shareholders' equity	$	4,812,849			4,734,992

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

(dollars in thousands, except per share data)

	Capital Stock		Surplus			Undivided Profits			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total


Beginning balance, January 1, 2015	$	98,945		172,353			166,745			(4,509	)		(40,090	)		393,444
Net income		-		-			32,058			-			-			32,058
Other comprehensive income, net of tax		-		-			-			3,335			-			3,335
Cash dividend declared, $.1969 per share		-		-			(18,710	)		-			-			(18,710	)
Stock options exercised and related tax benefits (19,429 shares)		19		80			-			-			-			99
Purchase of treasury stock (14,881 shares)		-		-			-			-			(99	)		(99	)
Sale of treasury stock (286,844 shares)		-		(789	)		-			-			2,810			2,021
Stock based compensation expense		-		144			-			-			-			144

Ending balance, September 30, 2015	$	98,964		171,788			180,093			(1,174	)		(37,379	)		412,292

Beginning balance, January 1, 2016	$	98,973		171,443			184,009			(4,781	)		(36,334	)		413,310
Net income		-		-			31,803			-			-			31,803
Other comprehensive income, net of tax		-		-			-			7,109			-			7,109
Cash dividend declared, $.1969 per share		-		-			(18,799	)		-			-			(18,799	)
Stock options exercised and related tax benefits (147,630 shares)		148		612			-			-			-			760
Purchase of treasury stock (111,906 shares)		-		-			-			-			(701	)		(701	)
Sale of treasury stock (316,337 shares)		-		(1,130	)		-			-			3,088			1,958
Stock based compensation expense		-		168			-			-			-			168

Ending balance, September 30, 2016	$	99,121		171,093			197,013			2,328			(33,947	)		435,608

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

	Nine months ended September 30,
	2016			2015
Cash flows from operating activities:
Net income	$	31,803			32,058

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,071			3,469
Net gain on sale of other real estate owned		(281	)		(354	)
Writedown of other real estate owned		911			781
Provision for loan losses		2,350			2,400
Deferred tax expense		3,899			2,832
Net amortization of securities		3,702			4,134
Stock based compensation expense		168			144
Net gain on sale of bank premises and equipment		(480	)		-
Net gain on sales of securities		(668	)		(249	)
Decrease in taxes receivable		2,320			3,599
(Increase) decrease in interest receivable		(610	)		453
Decrease in interest payable		(5	)		(40	)
Increase in other assets		(4,844	)		(3,400	)
(Decrease) increase in accrued expenses and other liabilities		(297	)		2,713
Total adjustments		9,236			16,482
Net cash provided by operating activities		41,039			48,540

Cash flows from investing activities:

Proceeds from sales and calls of securities available for sale		205,312			185,159
Proceeds from calls and maturities of held to maturity securities		8,435			10,948
Purchases of securities available for sale		(250,554	)		(132,898	)
Proceeds from maturities of securities available for sale		550			1,499
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock		(99	)		(252	)
Net increase in loans		(101,292	)		(132,594	)
Proceeds from dispositions of other real estate owned		4,860			5,464
Proceeds from dispositions of bank premises and equipment		674			107
Purchases of bank premises and equipment		(1,732	)		(2,517	)
Net cash used in investing activities		(133,846	)		(65,084	)

Cash flows from financing activities:

Net increase in deposits		67,860			64,552
Net decrease in short-term borrowings		(12,022	)		(4,711	)
Proceeds from exercise of stock options and related tax benefits		760			99
Proceeds from sale of treasury stock		1,958			2,021
Purchases of treasury stock		(701	)		(99	)
Dividends paid		(18,776	)		(18,694	)
Net cash provided by financing activities		39,079			43,168
Net increase in cash and cash equivalents		(53,728	)		26,624
Cash and cash equivalents at beginning of period		718,156			671,448
Cash and cash equivalents at end of period	$	664,428			698,072


Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest paid	$	11,594			12,348
Income taxes paid		16,944			14,859
Other non cash items:
Transfer of loans to other real estate owned		3,803			5,343
Increase in dividends payable		23			16
Change in unrealized gain on securities available for sale-gross of deferred taxes		11,807			5,433
Change in deferred tax effect on unrealized gain on securities available for sale		(4,723	)		(2,171	)
Amortization of net actuarial loss and prior service credit on pension and postretirement plans		42			121
Change in deferred tax effect of amortization of net actuarial loss and prior service credit		(17	)		(48	)

See accompanying notes to unaudited consolidated interim financial statements.

Index

(1) Financial Statement Presentation

The unaudited Consolidated Interim Financial Statements of TrustCo Bank Corp NY (the “Company” or “TrustCo”) include the accounts of the subsidiaries after elimination of all significant intercompany accounts and transactions. Prior period amounts are reclassified when necessary to conform to the current period presentation. The net income reported for the three months and nine months ended September 30, 2016 is not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or any interim periods. These financial statements consider events that occurred through the date of filing.

In the opinion of the management of the Company, the accompanying unaudited Consolidated Interim Financial Statements contain all recurring adjustments necessary to present fairly the financial position as of September 30, 2016, the results of operations and cash flows for the three months and nine months ended September 30, 2016 and 2015. The accompanying Consolidated Interim Financial Statements should be read in conjunction with the Company’s year-end Consolidated Financial Statements, including notes thereto, which are included in the Company's 2015 Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States.

(2) 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”). A reconciliation of the component parts of earnings per share for the three months and nine months ended September 30, 2016 and 2015 is as follows:

(in thousands, except per share data)	For the three months ended September 30:				For the nine months ended September 30:
	2016		2015		2016		2015
Net income	$	10,930		10,616	$	31,803		32,058
Weighted average common shares		95,603		95,149		95,486		95,051
Stock Options		119		85		86		116
Weighted average common shares including potential dilutive shares		95,722		95,234		95,572		95,167

Basic EPS	$	0.114		0.112	$	0.333		0.337

Diluted EPS	$	0.114		0.111	$	0.333		0.337

For the three months and nine months ended September 30, 2016, the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 1.6 million. For the three and nine months ended September 30, 2015 the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 1.4 million. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

Index

(3) Benefit Plans

The table below outlines the components of the Company's net periodic benefit recognized during the three months and nine months ended September 30, 2016 and 2015 for its pension and other postretirement benefit plans:

	For the three months ended September 30,
	Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2016			2015			2016			2015

Service cost	$	15			15			32			47
Interest cost		343			337			61			72
Expected return on plan assets		(669	)		(684	)		(180	)		(182	)
Amortization of net loss (gain)		46			77			(54	)		(34	)
Amortization of prior service cost		-			-			22			23
Net periodic benefit	$	(265	)		(255	)		(119	)		(74	)

	For the nine months ended September 30,
	Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2016			2015			2016			2015

Service cost	$	46			45			96			125
Interest cost		1,029			997			184			201
Expected return on plan assets		(1,994	)		(2,052	)		(540	)		(543	)
Amortization of net loss (gain)		138			158			(163	)		(105	)
Amortization of prior service cost		-			-			67			68
Net periodic benefit	$	(781	)		(852	)		(356	)		(254	)

The Company does not expect to make contributions to its pension and postretirement benefit plans in 2016. As of September 30, 2016, no contributions have been made, however, this decision is reviewed each quarter and is subject to change based upon market conditions.

Since 2003, the Company has not subsidized retiree medical insurance premiums. However, it continues to provide postretirement medical benefits to a limited number of current and retired executives in accordance with the terms of their employment contracts.

Index

(4) 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)	September 30, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	116,285		46		4		116,327
State and political subdivisions		953		17		-		970
Corporate bonds		41,127		-		102		41,025
Mortgage backed securities and collateralized mortgage obligations - residential		396,647		4,072		144		400,575
Small Business Administration-guaranteed participation securities		84,268		531		112		84,687
Mortgage backed securities and collateralized mortgage obligations - commercial		10,214		19		-		10,233
Other		650		-		-		650
Total debt securities		650,144		4,685		362		654,467
Equity securities		35		-		-		35
Total securities available for sale	$	650,179		4,685		362		654,502

(dollars in thousands)	December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

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

Index

The following table distributes the debt securities included in the available for sale portfolio as of September 30, 2016, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	1,406		1,408
Due in one year through five years		142,461		142,415
Due after five years through ten years		15,139		15,140
Due after ten years		9		9
Mortgage backed securities and collateralized mortgage obligations - residential		396,647		400,575
Small Business Administration-guaranteed participation securities		84,268		84,687
Mortgage backed securities and collateralized mortgage obligations - commercial		10,214		10,233
	$	650,144		654,467

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)		September 30, 2016
		Less than 12 months			12 months or more				Total
		Fair Value	Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss
U.S. government sponsored enterprises	$	14,996		4		-		-		14,996		4
Mortgage backed securities and collateralized mortgage obligations - residential		29,252		116		5,138		28		34,390		144
Corporate bonds		41,025		102		-		-		41,025		102
Small Business Administration -guaranteed participation securities		-		-		15,332		112		15,332		112
Total	$	85,273		222		20,470		140		105,743		362

Index

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

The proceeds from sales and calls of securities available for sale, gross realized gains and gross realized losses from sales and calls during the three months and nine months ended September 30, 2016 and 2015 are as follows:

(dollars in thousands)	Three months ended September 30,
	2016		2015

Proceeds from sales	$	-		-
Proceeds from calls		70,762		106,555
Gross realized gains		-		-
Gross realized losses		-		-

(dollars in thousands)	Nine months ended September 30,
	2016		2015

Proceeds from sales	$	44,829		22,945
Proceeds from calls		160,483		162,214
Gross realized gains		668		249
Gross realized losses		-		-

For the nine months ended September 30, 2016, income tax expense recognized on net gains on sales of securities available for sale was approximately $267 thousand. For the nine months ended September 30, 2015, income tax expense recognized on net gains on sales of securities available for sale was approximately $100 thousand. There were no sales of securities available for sale during the three months ended September 30, 2016 and 2015.

Index

(b) Held to maturity securities

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

(dollars in thousands)	September 30, 2016
	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
Mortgage backed securities and collateralized mortgage obligations - residential	$	38,044		2,547		-		40,591
Corporate bonds		9,986		414		-		10,400
Total held to maturity	$	48,030		2,961		-		50,991

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

The following table distributes the debt securities included in the held to maturity portfolio as of September 30, 2016, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)	Amortized Cost		Fair Value
Due in one year through five years	$	9,986		10,400
Mortgage backed securities and collateralized mortgage obligations - residential		38,044		40,591
	$	48,030		50,991

There were no held to maturity securities in an unrecognized loss position as of September 30, 2016 or December 31, 2015.

There were no sales or transfers of held to maturity securities during the three months and nine months ended September 30, 2016 and 2015.

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

Index

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

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

As of September 30, 2016, the Company’s security portfolio included certain securities which were in an unrealized loss position. The declines in fair value are 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 September 30, 2016.

Index

(5) Loans and Allowance for Loan Losses

The following table presents the recorded investment in loans by loan class:

	September 30, 2016
(dollars in thousands)	New York and other states*		Florida		Total
Commercial:
Commercial real estate	$	154,747		12,505		167,252
Other		22,543		-		22,543
Real estate mortgage - 1 to 4 family:
First mortgages		2,138,783		636,753		2,775,536
Home equity loans		59,512		10,828		70,340
Home equity lines of credit		293,459		49,986		343,445
Installment		6,849		1,666		8,515
Total loans, net	$	2,675,893		711,738		3,387,631
Less: Allowance for loan losses						43,950
Net loans					$	3,343,681

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

*Includes New York, New Jersey, Vermont and Massachusetts

At September 30, 2016 and December 31, 2015, the Company had approximately $23.5 million and $26.6 million of real estate construction loans, respectively. Of the $23.5 million in real estate construction loans at September 30, 2016, approximately $14.0 million are secured by second mortgages to residential borrowers while approximately $9.5 million were to commercial borrowers for residential construction projects. Of the $26.6 million in real estate construction loans at December 31, 2015, approximately $16.0 million are secured by second mortgages to residential borrowers while approximately $10.6 million were to commercial borrowers for residential construction projects. The vast majority of construction loans are in the Company’s New York market.

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.

Index

The following table presents the recorded investment in non-accrual loans by loan class:

	September 30, 2016
(dollars in thousands)	New York and other states		Florida		Total
Loans in non-accrual status:
Commercial:
Commercial real estate	$	2,366		-		2,366
Real estate mortgage - 1 to 4 family:
First mortgages		18,361		1,503		19,864
Home equity loans		94		45		139
Home equity lines of credit		3,223		296		3,519
Installment		70		-		70
Total non-accrual loans		24,114		1,844		25,958
Restructured real estate mortgages - 1 to 4 family		44		-		44
Total nonperforming loans	$	24,158		1,844		26,002

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

The Company transfers loans to other real estate owned, at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu). As of September 30, 2016 and December 31, 2015, other estate owned included $4.1 million and $5.4 million of residential foreclosed properties, respectively. In addition, non-accrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $12.8 million and $13.2 million as of September 30, 2016 and December 31, 2015, respectively.

Index

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of September 30, 2016 and December 31, 2015:

New York and other states:

	September 30, 2016
(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	301		-		2,323		2,624		152,123		154,747
Other		-		-		-		-		22,543		22,543
Real estate mortgage - 1 to 4 family:
First mortgages		3,415		2,243		10,629		16,287		2,122,496		2,138,783
Home equity loans		71		30		42		143		59,369		59,512
Home equity lines of credit		672		182		1,476		2,330		291,129		293,459
Installment		18		10		48		76		6,773		6,849
Total	$	4,477		2,465		14,518		21,460		2,654,433		2,675,893

Florida:

(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	-		-		-		-		12,505		12,505
Other		-		-		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		608		-		1,085		1,693		635,060		636,753
Home equity loans		-		-		-		-		10,828		10,828
Home equity lines of credit		50		-		180		230		49,756		49,986
Installment		25		1		-		26		1,640		1,666
Total	$	683		1		1,265		1,949		709,789		711,738

Total:

(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	301		-		2,323		2,624		164,628		167,252
Other		-		-		-		-		22,543		22,543
Real estate mortgage - 1 to 4 family:
First mortgages		4,023		2,243		11,714		17,980		2,757,556		2,775,536
Home equity loans		71		30		42		143		70,197		70,340
Home equity lines of credit		722		182		1,656		2,560		340,885		343,445
Installment		43		11		48		102		8,413		8,515
Total	$	5,160		2,466		15,783		23,409		3,364,222		3,387,631

Index

New York and other states:

	December 31, 2015
(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	-		-		2,340		2,340		158,625		160,965
Other		-		-		-		-		27,449		27,449
Real estate mortgage - 1 to 4 family:
First mortgages		4,321		2,037		12,529		18,887		2,075,070		2,093,957
Home equity loans		43		-		149		192		52,059		52,251
Home equity lines of credit		572		204		1,418		2,194		305,971		308,165
Installment		34		19		88		141		7,859		8,000
Total	$	4,970		2,260		16,524		23,754		2,627,033		2,650,787

Florida:

(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	10		-		-		10		14,898		14,908
Other		-		-		-		-		93		93
Real estate mortgage - 1 to 4 family:
First mortgages		665		271		851		1,787		564,928		566,715
Home equity loans		-		-		-		-		8,250		8,250
Home equity lines of credit		159		-		240		399		50,761		51,160
Installment		1		21		-		22		1,369		1,391
Total	$	835		292		1,091		2,218		640,299		642,517

Total:

(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	10		-		2,340		2,350		173,523		175,873
Other		-		-		-		-		27,542		27,542
Real estate mortgage - 1 to 4 family:
First mortgages		4,986		2,308		13,380		20,674		2,639,998		2,660,672
Home equity loans		43		-		149		192		60,309		60,501
Home equity lines of credit		731		204		1,658		2,593		356,732		359,325
Installment		35		40		88		163		9,228		9,391
Total	$	5,805		2,552		17,615		25,972		3,267,332		3,293,304

At September 30, 2016 and December 31, 2015, 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 restructured loans.

Index

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

(dollars in thousands)	For the three months ended September 30, 2016
	Commercial		Real Estate Mortgage- 1 to 4 Family			Installment		Total
Balance at beginning of period	$	5,046		38,589			429		44,064
Loans charged off:
New York and other states*		356		549			57		962
Florida		-		2			3		5
Total loan chargeoffs		356		551			60		967

Recoveries of loans previously charged off:
New York and other states*		3		78			20		101
Florida		-		2			-		2
Total recoveries		3		80			20		103
Net loans charged off		353		471			40		864
Provision for loan losses		505		(51	)		296		750
Balance at end of period	$	5,198		38,067			685		43,950

(dollars in thousands)	For the three months ended September 30, 2015
	Commercial		Real Estate Mortgage- 1 to 4 Family		Installment		Total
Balance at beginning of period	$	4,022		41,087		462		45,571
Loans charged off:
New York and other states*		3		1,300		50		1,353
Florida		-		35		4		39
Total loan chargeoffs		3		1,335		54		1,392

Recoveries of loans previously charged off:
New York and other states*		-		141		24		165
Florida		3		2		-		5
Total recoveries		3		143		24		170
Net loans charged off		-		1,192		30		1,222
Provision (credit) for loan losses		34		752		14		800
Balance at end of period	$	4,056		40,647		446		45,149

Index

(dollars in thousands)	For the nine months ended September 30, 2016
	Commercial		Real Estate Mortgage- 1 to 4 Family		Installment		Total
Balance at beginning of period	$	4,491		39,753		518		44,762
Loans charged off:
New York and other states*		688		2,528		230		3,446
Florida		-		103		20		123
Total loan chargeoffs		688		2,631		250		3,569

Recoveries of loans previously charged off:
New York and other states*		44		313		46		403
Florida		-		4		-		4
Total recoveries		44		317		46		407
Net loans charged off		644		2,314		204		3,162
Provision for loan losses		1,351		628		371		2,350
Balance at end of period	$	5,198		38,067		685		43,950

(dollars in thousands)	For the nine months ended September 30, 2015
	Commercial		Real Estate Mortgage- 1 to 4 Family		Installment		Total
Balance at beginning of period	$	4,071		42,088		168		46,327
Loans charged off:
New York and other states*		103		3,480		126		3,709
Florida		-		313		4		317
Total loan chargeoffs		103		3,793		130		4,026

Recoveries of loans previously charged off:
New York and other states*		16		384		39		439
Florida		5		4		-		9
Total recoveries		21		388		39		448
Net loans charged off		82		3,405		91		3,578
Provision for loan losses		67		1,964		369		2,400
Balance at end of period	$	4,056		40,647		446		45,149

The Company has identified non-accrual commercial and commercial real estate loans, as well as all loans restructured under a troubled debt restructuring (“TDR”), as impaired loans. A loan is considered impaired when it is probable that the borrower will be unable to repay the loan according to the original contractual terms of the loan agreement or the loan is restructured as a TDR.

Index

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of September 30, 2016 and December 31, 2015:

	September 30, 2016
(dollars in thousands)	Commercial Loans		1-to-4 Family Residential Real Estate		Installment Loans		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	-		-		-		-
Collectively evaluated for impairment		5,198		38,067		685		43,950

Total ending allowance balance	$	5,198		38,067		685		43,950


Loans:
Individually evaluated for impairment	$	2,638		22,190		-		24,828
Collectively evaluated for impairment		187,157		3,167,131		8,515		3,362,803

Total ending loans balance	$	189,795		3,189,321		8,515		3,387,631

	December 31, 2015
(dollars in thousands)	Commercial Loans		1-to-4 Family Residential Real Estate		Installment Loans		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	-		-		-		-
Collectively evaluated for impairment		4,491		39,753		518		44,762

Total ending allowance balance	$	4,491		39,753		518		44,762


Loans:
Individually evaluated for impairment	$	3,306		22,575		-		25,881
Collectively evaluated for impairment		200,109		3,057,923		9,391		3,267,423

Total ending loans balance	$	203,415		3,080,498		9,391		3,293,304

A loan for which the terms have been modified, and for which the borrower is experiencing financial difficulties, is considered a TDR and is classified as impaired. TDR’s at September 30, 2016 and December 31, 2015 are measured at the present value of estimated future cash flows using the loan’s effective rate at inception or the fair value of the underlying collateral if the loan is considered collateral dependent.

Index

The following tables present impaired loans by loan class as of September 30, 2016 and December 31, 2015:

New York and other states:

	September 30, 2016
(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	2,638		4,016		-		2,764
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		17,391		18,135		-		16,641
Home equity loans		276		312		-		248
Home equity lines of credit		1,945		2,108		-		1,800

Total	$	22,250		24,571		-		21,453

Florida:

(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	-		-		-		-
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		1,913		2,004		-		1,742
Home equity loans		96		96		-		76
Home equity lines of credit		569		641		-		600

Total	$	2,578		2,741		-		2,418

Total:

(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	2,638		4,016		-		2,764
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		19,304		20,139		-		18,383
Home equity loans		372		408		-		324
Home equity lines of credit		2,514		2,749		-		2,400

Total	$	24,828		27,312		-		23,871

Index

New York and other states:

	December 31, 2015
(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	3,306		3,996		-		3,608
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		17,460		18,602		-		18,127
Home equity loans		359		417		-		382
Home equity lines of credit		2,306		2,569		-		2,238

Total	$	23,431		25,584		-		24,355

Florida:

(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	-		-		-		-
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		1,760		1,852		-		1,489
Home equity loans		53		53		-		54
Home equity lines of credit		637		720		-		654

Total	$	2,450		2,625		-		2,197

Total:

(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	3,306		3,996		-		3,608
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		19,220		20,454		-		19,616
Home equity loans		412		470		-		436
Home equity lines of credit		2,943		3,289		-		2,892

Total	$	25,881		28,209		-		26,552

The Company has not committed to lend additional amounts to customers with outstanding loans that are classified as impaired. Interest income recognized on impaired loans was not material during the three months and nine months ended September 30, 2016 and 2015.

Index

As of September 30, 2016 and December 31, 2015 impaired loans included approximately $11.4 million and $10.6 million of 1 to 4 family residential real estate loans in accruing status that were identified as TDR’s in accordance with regulatory guidance related to Chapter 7 bankruptcy loans, respectively.

Management evaluates impairment on impaired loans on a quarterly basis. If, during this evaluation, impairment of the loan is identified, a charge off is taken at that time. As a result, as of September 30, 2016 and December 31, 2015, based upon management’s evaluation and due to the sufficiency of chargeoffs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).

The following table presents, by class, loans that were modified as TDR’s:

	Three months ended 9/30/2016						Three months ended 9/30/2015
New York and other states*:	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		7	$	655	$	655		8	$	1,055	$	1,055
Home equity loans		1		44		44		-		-		-
Home equity lines of credit		2		183		183		3		115		115

Total		10	$	882	$	882		11	$	1,170	$	1,170

Florida:
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		-	$	-	$	-		4	$	524	$	524
Home equity lines of credit		-		-		-		2		57		57

Total		-	$	-	$	-		6	$	581	$	581

	Nine months ended 9/30/2016						Nine months ended 9/30/2015
New York and other states*:	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		27	$	2,383		2,383		28	$	4,042		4,042
Home equity loans		1		44		44		1		139		139
Home equity lines of credit		10		316		316		5		159		159

Total		38	$	2,743	$	2,743		34	$	4,340	$	4,340

Florida:
(dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		2	$	408	$	408		5	$	681	$	681
Home equity loans		1		45		45		-		-		-
Home equity lines of credit		1		6		6		4		107		107

Total		4	$	459	$	459		9	$	788	$	788

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

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

Index

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, as previously noted, even though there is no modification of terms, the borrowers’ debt to the Company was discharged and they did not reaffirm the debt.

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

The following table presents, by class, TDR’s that defaulted during the three months and nine months ended September 30, 2016 and 2015 which had been modified within the last twelve months:

	Three months ended 9/30/2016				Three months ended 9/30/2015
New York and other states*: (dollars in thousands)	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		-	$	-		1	$	121

Total		-	$	-		1	$	121

Florida:

(dollars in thousands)

Number of

Contracts

Recorded

Investment

Number of

Contracts

Recorded

Investment

Real estate mortgage - 1 to 4 family:

First mortgages

Total

	Nine months ended 9/30/2016				Nine months ended 9/30/2015
New York and other states*: (dollars in thousands)	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment

Real estate mortgage - 1 to 4 family:
First mortgages		1	$	107		1	$	121

Total		1	$	107		1	$	121

Florida:

(dollars in thousands)	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment

Real estate mortgage - 1 to 4 family:
Home equity lines of credit		1	$	46		1	$	50

Total		1	$	46		1	$	50

The TDR’s that subsequently defaulted described above did not have a material impact on the allowance for loan losses.

Index

The Company categorizes non-homogenous 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 and commercial real estate loans, individually by grading the loans based on credit risk. The loan grades assigned to all loan types are tested by the Company’s internal loan review department in accordance with the Company’s internal loan review policy.

The Company uses the following definitions for classified loans:

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

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans 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. All doubtful loans are considered impaired.

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

Index

As of September 30, 2016 and December 31, 2015, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	September 30, 2016
New York and other states:

(dollars in thousands)
	Pass		Classified		Total
Commercial:
Commercial real estate	$	143,529		11,218		154,747
Other		21,372		1,171		22,543

	$	164,901		12,389		177,290

Florida:

(dollars in thousands)
	Pass		Classified		Total
Commercial:
Commercial real estate	$	12,505		-		12,505
Other		-		-		-

	$	12,505		-		12,505

Total:

(dollars in thousands)
	Pass		Classified		Total
Commercial:
Commercial real estate	$	156,034		11,218		167,252
Other		21,372		1,171		22,543

	$	177,406		12,389		189,795

Index

	December 31, 2015
New York and other states:

(dollars in thousands)
	Pass		Classified		Total
Commercial:
Commercial real estate	$	145,335		15,630		160,965
Other		26,715		734		27,449

	$	172,050		16,364		188,414

Florida:

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

	$	15,001		-		15,001

Total:

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

	$	187,051		16,364		203,415

Included in classified loans in the above tables are impaired loans of $2.4 million and $3.0 million at September 30, 2016 and December 31, 2015, respectively.

For homogeneous loan pools, such as residential mortgages, home equity lines of credit, and installment loans, the Company uses payment status to identify the credit risk in these loan portfolios. Payment status is reviewed on a daily basis by the Bank’s collection area and on a monthly basis with respect to determining the adequacy of the allowance for loan losses. The payment status of these homogeneous pools as of September 30, 2016 and December 31, 2015 is included in the aging of the recorded investment of the past due loans table. In addition, the total nonperforming portion of these homogeneous loan pools as of September 30, 2016 and December 31, 2015 is presented in the non-accrual loans table.

(6) Fair Value of Financial Instruments

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

Index

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 for 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 is 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 is included in the Consolidated Statements of Income in the respective investment class under total interest and dividend income. Also classified as available for sale securities, the fair value of equity securities is determined by quoted market prices and these are designated as Level 1. The Company does not have any securities that would be designated as level 3.

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

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

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

Index

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

	Fair Value Measurements at September 30, 2016 Using:

	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
(dollars in thousands)
Securities available for sale:
U.S. government sponsored enterprises	$	116,327	$	-	$	116,327	$	-
State and political subdivisions		970		-		970		-
Corporate bonds		41,025		-		41,025		-
Mortgage backed securities and collateralized mortgage obligations - residential		400,575		-		400,575		-
Small Business Administration- guaranteed participation securities		84,687		-		84,687		-
Mortgage backed securities and collateralized mortgage obligations - commercial		10,233		-		10,233		-
Other securities		685		35		650		-
Total securities available for sale	$	654,502	$	35	$	654,467	$	-

	Fair Value Measurements at December 31, 2015 Using:

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

Index

There were no transfers between Level 1 and Level 2 during the three months and nine months ended September 30, 2016 and 2015.

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

	Fair Value Measurements at September 30, 2016 Using:

	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)
(dollars in thousands)

Other real estate owned	$	4,768	$	-	$	-	$	4,768	Sales comparison approach	Adjustments for differences between comparable sales		1% - 12% (7%)
Impaired loans:
Commercial real estate		1,290		-		-		1,290	Sales comparison approach	Adjustments for differences between comparable sales		0% - 35% (26%)

Real estate mortgage - 1 to 4 family		107		-		-		107	Sales comparison approach	Adjustments for differences between comparable sales		1% - 8% (5%)

	Fair Value Measurements at December 31, 2015 Using:

	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)
(dollars in thousands)

Other real estate owned	$	6,455	$	-	$	-	$	6,455	Sales comparison approach	Adjustments for differences between comparable sales		1% - 10% (4%)
Impaired loans:
Commercial real estate		878		-		-		878	Sales comparison approach	Adjustments for differences between comparable sales		3% - 22% (11%)

Real estate mortgage - 1 to 4 family		3,109		-		-		3,109	Sales comparison approach	Adjustments for differences between comparable sales		0% - 9% (4%)

Other real estate owned, that is carried at fair value less costs to sell was approximately $4.8 million at September 30, 2016 and consisted of approximately $700 thousand of commercial real estate and $4.1 million of residential real estate properties. Valuation charges of $305 thousand and $911 thousand are included in earnings for the three months and nine months ended September 30, 2016, respectively.

Of the total impaired loans of $24.8 million at September 30, 2016, $1.4 million are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at September 30, 2016. Gross charge offs related to commercial impaired loans included in the table above were $406 thousand for the three months and nine months ended September 30, 2016 while gross charge offs related to residential impaired loans included in the table above amounted to $0 and $4 thousand for the three months and nine months ended September 30, 2016, respectively.

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

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

Index

In accordance with ASC 825, the carrying amounts and estimated fair values of financial instruments, at September 30, 2016 and December 31, 2015 are as follows:

(dollars in thousands)	Carrying		Fair Value Measurements at September 30, 2016 Using:
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	664,428		664,428		-		-		664,428
Securities available for sale		654,502		35		654,467		-		654,502
Held to maturity securities		48,030		-		50,991		-		50,991
Federal Reserve Bank and Federal
Home Loan Bank stock		9,579		N/A		N/A		N/A		N/A
Net loans		3,343,681		-		-		3,414,401		3,414,401
Accrued interest receivable		10,872		25		2,695		8,152		10,872
Financial liabilities:
Demand deposits		380,090		380,090		-		-		380,090
Interest bearing deposits		3,788,148		2,628,949		1,160,918		-		3,789,867
Short-term borrowings		179,204		-		179,204		-		179,204
Accrued interest payable		496		72		424		-		496

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

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

Cash and Cash Equivalents

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

Federal Reserve Bank and Federal Home Loan Bank stock

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

Index

Securities Held to Maturity

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

Loans

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

Deposit Liabilities

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

Accrued Interest Receivable/Payable

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

Short-Term Borrowings and Other Financial Instruments

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

Financial Instruments with Off-Balance Sheet Risk

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

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

Index

(7) Accumulated Other Comprehensive Income (Loss)

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

	Three months ended 9/30/16
(dollars in thousands)	Balance at 7/1/2016			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income		Other Comprehensive Income (loss)- Three months ended 9/30/16			Balance at 9/30/2016

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	2,667			(75	)		-		(75	)		2,592
Net change in net actuarial loss (gain) and prior service cost on pension and postretirement benefit plans, net of tax		(272	)		-			8		8			(264	)

Accumulated other comprehensive income (loss), net of tax		2,395			(75	)		8		(67	)		2,328

	Three months ended 9/30/2015
(dollars in thousands)	Balance at 7/1/2015			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income		Other Comprehensive Income (loss)- Three months ended 9/30/15		Balance at 9/30/2015

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(5,144	)		4,713		-		4,713		(431	)
Net change in net actuarial loss (gain) and prior service cost on pension and postretirement benefit plans, net of tax		(783	)		-		40		40		(743	)

Accumulated other comprehensive income (loss), net of tax		(5,927	)		4,713		40		4,753		(1,174	)

	Nine months ended 9/30/16
(dollars in thousands)	Balance at 1/1/2016			Other Comprehensive Loss- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Loss			Other Comprehensive Income (loss)- Six months ended 9/30/16		Balance at 9/30/2016

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(4,492	)		7,484		(401	)		7,084		2,592
Net change in net actuarial loss (gain) and prior service cost on pension and postretirement benefit plans, net of tax		(289	)		-		25			25		(264	)

Accumulated other comprehensive income (loss), net of tax		(4,781	)		7,484		(376	)		7,109		2,328

	Nine months ended 9/30/15
(dollars in thousands)	Balance at 1/1/2015			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Six months ended 9/30/15		Balance at 9/30/2015

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(3,693	)		3,411		(149	)		3,262		(431	)
Net change in net actuarial loss (gain) and prior service cost on pension and postretirement benefit plans, net of tax		(816	)		-		73			73		(743	)

Accumulated other comprehensive income (loss), net of tax		(4,509	)		3,411		(76	)		3,335		(1,174	)

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the three months and nine months ended September 30, 2016 and 2015:

(dollars in thousands)	Three months ended September 30,						Nine months ended September 30,
	2016			2015			2016			2015			Affected Line Item in Statements
Net unrealized holding gains (losses) on securities available for sale

Realized gain on securities transactions	$	-			-		$	668			249		Net gain on securities transactions
Income tax expense		-			-			(267	)		(100	)	Income taxes
Net of tax		-			-			401			149

Amortization of pension and postretirement benefit items

Amortization of net actuarial loss		8			(43	)		25			(53	)	Salaries and employee benefits
Amortization of prior service credit		(22	)		(23	)		(67	)		(68	)	Salaries and employee benefits
Income tax benefit		6			26			17			48		Income taxes
Net of tax		(8	)		(40	)		(25	)		(73	)

Total reclassifications, net of tax	$	(8	)		(40	)	$	376			76

Index

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

On July 21, 2015 Trustco Bank (the “Bank”), the wholly owned subsidiary of TrustCo Bank Corp NY, entered into a formal agreement (the “Agreement”) with the Comptroller of the Currency of the United States (the “OCC”).

The Agreement relates to the findings of the OCC following an examination of the Bank. Since the completion of the examination, the Bank believes it has been working diligently to address the findings of the examination and to develop and implement appropriate formal action plans.

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

(9) New Accounting Pronouncements

In January 2016, the FASB amended existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2017. The Company is evaluating the impact of these amendments on its consolidated financial statements.

In February 2016, the FASB amended existing guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2018. The Company is evaluating the impact of these amendments on its consolidated financial statements.

In March 2016, the FASB amended existing guidance to simplify aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. These amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2016. The Company is evaluating the impact of these amendments on its consolidated financial statements.

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

Index

	Crowe Horwath LLP
	Independent Member Crowe Horwath International

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

TrustCo Bank Corp NY

Glenville, New York

We have reviewed the accompanying consolidated statements of financial condition of TrustCo Bank Corp NY as of September 30, 2016, and the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2016 and 2015, and the related changes in shareholders’ equity and cash flows for the nine-month period ended September 30, 2016 and 2015. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

/s/ Crowe Horwath LLP

New York, New York
November 4, 2016

Index

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

Statements included in this report and in future filings by TrustCo Bank Corp NY (“TrustCo” or the “Company”) with the Securities and Exchange Commission, in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Forward-looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. Examples of forward-looking statements include, among others, statements TrustCo makes regarding its expectations for complying with the new regulatory capital rules, costs associated with the Formal Agreement that the Company’s subsidiary, Trustco Bank (or the “Bank”) has entered into with the Office of the Comptroller of the Currency (“OCC”), the Company’s ability to grow its balance sheet and the profitability of such growth, the ability of its loan products to continue to attract customers if long-term rates rise and the ability to secure new sources of liquidity should the need arise. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

In addition to factors described under Part II, Item 1A, Risk Factors, if any, and under the Risk Factor discussion in TrustCo’s Annual Report on Form 10-K for the year ended December 31, 2015, the following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement:

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

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

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

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

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

TrustCo’s ability to make accurate assumptions and judgments regarding the credit risks associated with its lending and investing activities, including changes in the level and direction of loan delinquencies and chargeoffs, changes in property values, and changes in estimates of the adequacy of the allowance for loan and lease losses;

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

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

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

changes in consumer spending, borrowing and savings habits;

the effect of changes in financial services laws and regulations (including laws concerning taxation, banking and securities) and the impact of other governmental initiatives affecting the financial services industry, including new regulatory capital requirements that took effect for 2015;

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

changes in management personnel;

real estate and collateral values;

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

technological changes and electronic, cyber and physical security breaches;

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

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

other risks and uncertainties included under “Risk Factors” in our Form 10-K for the year ended December 31, 2015.

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.

Following this discussion are the tables "Distribution of Assets, Liabilities and Shareholders' Equity: Interest Rates and Interest Differential" which gives a detailed breakdown of TrustCo's average interest earning assets and interest bearing liabilities for the three and nine month periods ended September 30, 2016 and 2015.

Introduction

The review that follows focuses on the factors affecting the financial condition and results of operations of TrustCo during the three and nine month periods ended September 30, 2016, with comparisons to the corresponding periods in 2015, as applicable. Net interest margin is presented on a fully taxable equivalent basis in this discussion. The consolidated interim financial statements and related notes, as well as the 2015 Annual Report to Shareholders on Form 10-K, which was filed with the SEC on March 4, 2016, should also be read in conjunction with this review. Amounts in prior period consolidated interim financial statements are reclassified whenever necessary to conform to the current period's presentation.

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Equity markets ended the third quarter up, with most of the gain coming early in the quarter. Volatility was relatively subdued for most of the quarter but increased somewhat over the last month. For the full third quarter, the S&P 500 Index was up 3.3% and the Dow Jones Industrial Average was up 2.1%. Credit markets continue to be driven by worldwide economic news and decreasing liquidity in some segments of the bond market. The shape of the curve continued to flatten during the quarter, with average yields declining for the third quarter as compared to the second quarter. The 10 year Treasury bond averaged 1.56% during Q3 compared to 1.75% in Q2, a decrease of 19 basis points. However, the 2 year Treasury bond average rate declined just 4 basis points to 0.77%, resulting in the flattening of the curve. The spread between the 10 year and the 2 year Treasury bonds decreased from 0.98% on average in Q2 to 0.84% in Q3. This spread has declined in nine of the last ten quarters, and is significantly less than half the 2.42% level averaged at its most recent peak in Q4 of 2013. Steeper yield curves are favorable for portfolio mortgage lenders like TrustCo. The table below illustrates the range of rate movements for both short term and longer term rates. The target Fed Funds range remained unchanged at 0.25% to 0.50% during the third quarter of 2016, unchanged since the 25 basis point increase in the fourth quarter of 2015. Spreads of most asset classes, including agency securities and mortgage-backed securities, increased slightly compared to recent quarters. Changes in rates and spreads during the current quarter were due to a number of factors; however, uncertainty about the timing of any actions that the Federal Reserve Board (“FRB”) would take in regard to the extraordinary accommodations that have influenced markets in recent years and further uncertainty regarding the economy and related issues were key factors. Low risk free rates in major nations have also caused investors to shift into alternative fixed income instruments, contributing to the compression of spreads over the risk free rate, although, as noted, spreads did increase marginally in the third quarter.

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		3 Month Yield (%)		2 Year Yield (%)		5 Year Yield (%)		10 Year Yield (%)		10 - 2 Year Spread (%)

Q1/15	Beg of Q1		0.02		0.66		1.61		2.12		1.46
	Peak		0.05		0.73		1.70		2.24		1.51
	Trough		0.01		0.44		1.18		1.68		1.19
	End of Q1		0.03		0.56		1.37		1.94		1.38
	Average in Q1		0.02		0.60		1.46		1.97		1.36

Q2/15	Beg of Q2		0.03		0.55		1.32		1.87		1.32
	Peak		0.03		0.75		1.80		2.50		1.77
	Trough		0.01		0.49		1.26		1.85		1.32
	End of Q2		0.01		0.64		1.63		2.35		1.71
	Average in Q2		0.02		0.61		1.53		2.16		1.55

Q3/15	Beg of Q3		0.01		0.69		1.70		2.43		1.74
	Peak		0.12		0.82		1.72		2.44		1.77
	Trough		0.00		0.55		1.37		2.01		1.40
	End of Q3		0.00		0.64		1.37		2.06		1.42
	Average in Q3		0.04		0.69		1.56		2.22		1.53

Q4/15	Beg of Q4		0.00		0.64		1.37		2.05		1.41
	Peak		0.29		1.09		1.81		2.36		1.47
	Trough		0.00		0.57		1.29		1.99		1.19
	End of Q4		0.16		1.06		1.76		2.27		1.21
	Average in Q4		0.13		0.84		1.59		2.19		1.35

Q1/16	Beg of Q1		0.16		1.06		1.76		2.27		1.21
	Peak		0.36		1.06		1.76		2.27		1.23
	Trough		0.16		0.64		1.11		1.63		0.95
	End of Q1		0.21		0.73		1.21		1.78		1.05
	Average in Q1		0.29		0.84		1.37		1.92		1.08

Q2/16	Beg of Q2		0.21		0.73		1.21		1.78		1.05
	Peak		0.35		0.92		1.41		1.94		1.08
	Trough		0.19		0.58		1.00		1.46		0.85
	End of Q2		0.26		0.58		1.01		1.49		0.91
	Average in Q2		0.26		0.77		1.24		1.75		0.98

Q3/16	Beg of Q3		0.26		0.58		1.01		1.49		0.91
	Peak		0.37		0.84		1.26		1.73		0.89
	Trough		0.18		0.56		0.94		1.37		0.81
	End of Q3		0.29		0.77		1.14		1.60		0.83
	Average in Q3		0.30		0.73		1.13		1.56		0.84

The United States economy continues to show some modest improvements in some areas, but continues to face challenges. Employment metrics have generally improved, but remain inconsistent and not particularly robust. Economic conditions vary significantly over geographic areas, with strength concentrated in and around major population centers on the coasts and in certain areas where economic activity has been driven by specific regional factors. The unprecedented intervention by governments in markets and attempts to stimulate the economy, including the sharp easing of monetary policy during 2007-2008 will eventually be reversed. Economic activity in Europe, China and elsewhere has also been mixed, contributing to global economic issues and leading to additional government stimulation efforts in those areas. Finally, regulatory changes that have been enacted are expected to continue to impact the banking industry going forward. These regulatory changes have added significant operating expense and operational burden and have fundamentally changed the way banks conduct business.

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TrustCo believes that its long-term focus on traditional banking services and practices has enabled the Company to avoid significant impact from asset quality problems and that the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with its past practice. TrustCo has not engaged in the types of high risk loans and investments that have led to the widely reported problems in the industry. Nevertheless, the Company may experience increases in nonperforming loans (“NPLs”) relative to historical levels from time to time. While the Company does not expect to see a significant change in the inherent risk of loss in its loan portfolio at September 30, 2016, should general housing prices and other economic measures, such as unemployment in the Company’s market areas, deteriorate, the Company may experience an increase in the level of credit risk and in the amount of its classified and nonperforming loans.

Overview

TrustCo recorded net income of $10.9 million, or $0.114 of diluted earnings per share for the three months ended September 30, 2016, compared to net income of $10.6 million, or $0.111 of diluted earnings per share, in the same period in 2015. Return on average assets was 0.90% and 0.88%, respectively, for the three months ended September 30, 2016 and 2015. Return on average equity was 10.05% and 10.35%, respectively, for the three months ended September 30, 2016 and 2015.

For the nine months ended September 30, 2016, net income was $31.8 million or $0.333 of diluted earnings per share, compared to $32.1 million and $0.337 per share, respectively, in the same period in 2015. Return on average assets was 0.89% and 0.91%, respectively, for the nine months ended September 30, 2016 and 2015. Return on average equity was 9.97% and 10.64%, respectively, for the nine months ended September 30, 2016 and 2015.

The primary factors accounting for the change in net income for the three months ended September 30, 2016 compared to the same periods of the prior year were:

An increase in the average balance of interest earning assets of $70.5 million to $4.75 billion for the third quarter of 2016 compared to the same period in 2015.

An increase in taxable equivalent net interest margin for the third quarter of 2016 to 3.09% from 3.08% in the prior year period. The increase in the margin, coupled with the increase in average earning assets, resulted in an increase of $612 thousand in taxable equivalent net interest income in the third quarter of 2016 compared to the third quarter of 2015.

An increase of $474 thousand in other income for the third quarter of 2016 as compared to the prior year period, primarily attributable to the sale of a former branch site.

An increase of $1.2 million in salaries and benefits expense for the third quarter of 2016 compared to the third quarter of 2015.

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A decrease of $1.1 million in Federal Deposit Insurance Corporation (FDIC) and other insurance expense for the third quarter of 2016 compared to the third quarter of 2015.

An increase of $1.1 million in income taxes in the third quarter of 2016 compared to the prior year due to higher pre-tax earnings and a slightly higher effective tax rate in the 2016 period (See section titled “Income Taxes”).

The primary factors accounting for the change in net income for the nine months ended September 30, 2016 compared to the same periods of the prior year were:

An increase in the average balance of interest earning assets of $57.8 million to $4.69 billion for the first nine months of 2016 compared to the same period in 2015.

An increase in taxable equivalent net interest margin for the first nine months of 2016 to 3.10% from 3.08% in the prior year period. The increase in the margin coupled with the increase in average earning assets, resulted in an increase of $2.2 million in taxable equivalent net interest income in the first nine months of 2016 compared to the same period in 2015.

An increase of $419 thousand in securities gains for the first nine months of 2016 as compared to the prior year period.

An increase of $580 thousand in other income for the third quarter of 2016 as compared to the prior year period, primarily attributable to the sale of a former branch site.

An increase of $2.5 million in salaries and benefits for the first nine months of 2016 compared to the same period in 2015.

An increase of $782 thousand in FDIC and other insurance for the first nine months of 2016 compared to the same period in 2015.

Regulatory Agreement

On July 21, 2015 Trustco Bank, the wholly owned subsidiary of the Company, entered into a formal agreement with the OCC.

The Formal Agreement relates to the findings of the OCC following its regularly scheduled examination of the Bank in January 2015. Since the completion of the examination, the Bank believes it has been working diligently to address the findings of the examination and to develop and implement appropriate formal action plans.

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The Formal Agreement requires the Bank to take various actions, within prescribed time frames, with respect to certain activities of the Bank. These include, among others, (i) establishment of a committee of at least three Directors to monitor and coordinate the Bank’s response to the Formal Agreement; (ii) adoption of compliance plans to respond to the Formal Agreement with the assistance of an independent qualified consultant; (iii) evaluation and implementation of improvements in corporate governance with the assistance of an independent qualified consultant; (iv) evaluation and implementation of improvements in internal audit; (v) development of a strategic plan; (vi) development of a revised capital plan, including dividends, consistent with the strategic plan; (vii) development and implementation of improvements to the Bank’s loan review system; and (viii) such other necessary steps to address the issues and questions noted by the OCC in the Formal Agreement. The costs to implement the recommendations in the agreement are expected to remain elevated, reflecting the Company’s investment in additional personnel and systems within the retail loan, deposit and regulatory compliance areas.

Asset/Liability Management

The Company strives to generate its earnings capabilities through a mix of core deposits funding a prudent mix of earning assets. Additionally, TrustCo attempts to maintain adequate liquidity and reduce the sensitivity of net interest income to changes in interest rates to an acceptable level while enhancing profitability both on a short-term and long-term basis.

TrustCo’s results are affected by a variety of factors including competitive and economic conditions in the specific markets in which the Company operates and more generally in the national economy, financial market conditions and the regulatory environment. Each of these factors is dynamic, and changes in any area can have an impact on TrustCo’s results. Included in the Annual Report to Shareholders on Form 10-K for the year ended December 31, 2015 is a description of the effect interest rates had on the results for the year 2015 compared to 2014. Many of the same market factors discussed in the 2015 Annual Report continued to have a significant impact on results through the third quarter of 2016.

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. In the experience of management, the absolute level of interest rates, changes in interest 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 period.

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 implement 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. The Federal Funds target rate decreased from 4.25% at the beginning of 2008 to a target range of 0.00% to 0.25% by the end of 2008. In December 2015, the target increased to a range of 0.25% to 0.50%. FRB officials have not been completely consistent or clear in regard to expectations for the future and have generally stressed the need to be accommodative given economic conditions, but have noted in their September statement that the “Committee will assess realized and expected economic conditions relative to its objectives of maximum employment and 2 percent inflation. This assessment will take into account a wide range of information, including measures of labor market conditions, indicators of inflation pressures and inflation expectations, and readings on financial and international developments. In light of the current shortfall of inflation from 2 percent, the Committee will carefully monitor actual and expected progress toward its inflation goal. The Committee expects that economic conditions will evolve in a manner that will warrant only gradual increases in the federal funds rate; the federal funds rate is likely to remain, for some time, below levels that are expected to prevail in the longer run. However, the actual path of the federal funds rate will depend on the economic outlook as informed by incoming data.”

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Traditionally, interest rates on bank deposit accounts are heavily influenced by the Federal Funds rate. The average rate on interest bearing deposits was 3 basis points lower in the third quarter of 2016 relative to the prior year period. Relative to the year ago period, lower rates on money market deposits, savings deposits and CDs accounted for the overall reduction in the cost of interest bearing deposits. Please refer to the statistical disclosures in the table below entitled “Distribution of Assets, Liabilities and Shareholders’ Equity: Interest Rates and Interest Differential.”

The interest rate on the 10 year Treasury bond and other long-term interest rates have significant influence on the rates for new residential real estate loans. The FRB has attempted to influence rates on mortgage loans by means other than targeting a lower Federal Funds rate, including direct intervention in the mortgage-backed securities market through purchasing these securities in an attempt to raise prices and reduce yields. In recent periods this includes the reinvestment of principal payments received on its holdings of agency securities, agency mortgage-backed securities and Treasury securities. While no longer increasing its holdings of these securities, the reinvestment of principal means that the existing holdings are not being unwound. Eventually, management believes, the FRB will have to unwind these positions, which would likely put upward pressure on rates, although other factors may mitigate this pressure. These changes in interest rates can have an effect on the Company relative to the interest income on loans, securities and Federal Funds sold and other short term instruments, as well as on interest expense on deposits and borrowings.

TrustCo’s principal loan products are residential real estate loans. As noted above, residential real estate loans and longer-term investments are most affected by the changes in longer term market interest rates such as the 10 year Treasury. The 10 year Treasury yield was down significantly, on average, during the third quarter of 2016 compared to the third quarter of 2015.

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. As a portfolio lender, TrustCo does not sell loans into the secondary market in the normal course of business and is able to establish 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. Financial market volatility and the problems faced by the financial services industry have lessened the influence of the secondary market; however, various programs initiated by arms of the federal government have had an impact on rate levels for certain products. Most importantly, a government goal of keeping mortgage rates low has been supported by targeted buying of certain securities, thus supporting prices and constraining yields, as noted above. Very low interest rates in many markets around the world have also increased demand for US fixed income assets, which has also contributed to the decline of rates on these assets.

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The Federal Funds sold and other short term investments portfolios are affected primarily by changes in the Federal Funds target rate. Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which is recorded at fair value. Generally, as interest rates increase the fair value of these securities will decrease.

Interest rates generally remained below historic norms on both short term and longer term investments during the third quarter of 2016.

While TrustCo has been affected by aspects of the overall changes in financial markets, it was not affected to the degree the mortgage crisis affected some banks and financial institutions in the United States beginning in 2007. Generally, the crisis revolved around actual and future levels of delinquencies and defaults on mortgage loans, in many cases arising, in management’s view, from lenders with overly liberal underwriting standards, changes in the types of mortgage loans offered, significant upward resets on adjustable rate loans and fraud, among other factors. The Company utilizes a traditional underwriting process in evaluating loan applications, and since originated loans are retained in the portfolio, there is a strong incentive to be conservative in making credit decisions. For additional information concerning TrustCo’s loan portfolio and nonperforming loans, please refer to the discussions under “Loans” and “Nonperforming Assets,” respectively. Further, the Company does not rely on borrowed funds to support its assets and maintains a significant level of liquidity on the asset side of the balance sheet. These characteristics provide the Company with increased flexibility and stability during periods of market disruption and interest rate volatility.

A fundamental component of TrustCo’s strategy has been to grow customer relationships and the deposits and loans that are part of those relationships. The Company has significant capacity to grow its balance sheet given its existing infrastructure. The Company expects that growth to be profitable. The current interest rate environment, however, has narrowed the margin on incremental balance sheet expansion. While the Company has not changed its fundamental long term strategy in regard to utilizing its excess capacity, management continually evaluates changing conditions and may seek to limit growth or reduce the size of the balance sheet if its analysis indicates that doing so would be beneficial in the short term.

For the third quarter of 2016, the net interest margin was 3.09%, up 1 basis point versus the prior year’s quarter. The quarterly results reflect the following significant factors:

•

The average balance of Federal Funds sold and other short-term investments increased by $31.5 million while the average yield was 50 basis points in the third quarter of 2016 compared to 25 basis points in the same period in 2015. The increase in the average balance reflects a decline in investments and growth of funding sources, partly offset by continued growth of the loan portfolio.

•

The average balance of securities available for sale decreased by $57.9 million while the average yield decreased to 1.79% for the third quarter of 2016 compared to 1.96% for the same period in 2015. The average balance of held to maturity securities decreased by $11.9 million and the average yield increased to 4.03% for the third quarter of 2016 compared to 3.97% for the same period in 2015.

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•

The average loan portfolio grew by $108.7 million to $3.37 billion and the average yield decreased 8 basis points to 4.29% in the third quarter of 2016 compared to the same period in 2015. The decline in the average yield primarily reflects the decline in market interest rates on new loan originations as older, higher rate loans pay down or are paid off.

•

The average balance of interest bearing liabilities (primarily deposit accounts) increased $32.9 million and the average rate paid decreased 3 basis points to 0.38% in the third quarter of 2016 compared to the same period in 2015.

During the third quarter of 2016, the Company continued to focus on its strategy to expand the loan portfolio by offering competitive interest rates. Management believes the TrustCo residential real estate loan product is very competitive compared to local and national competitors. Competition remains strong in the Company’s market areas.

The strategy on the funding side of the balance sheet continues to be to attract and retain deposit customers to the Company based upon a combination of service, convenience and interest rate.

Earning Assets

Total average interest earning assets increased from $4.68 billion in the third quarter of 2015 to $4.75 billion in the same period of 2016 with an average yield of 3.41% in the third quarter of 2016 and 3.43% in the third quarter of 2015. The shift in the mix of assets towards a higher proportion of loans, along with the increase in yield on cash, partly offset the declining yields on securities available for sale and loans. Interest income on average earning assets increased from $40.2 million in the third quarter of 2015 to $40.5 million in the third quarter of 2016, on a tax equivalent basis. The increase was the result of higher volume more than offsetting the decline in yield.

Loans

The average balance of loans was $3.37 billion in the third quarter of 2016 and $3.26 billion in the comparable period in 2015. The yield on loans decreased 8 basis points to 4.29%. The higher average balances more than offset the lower yield, leading to an increase in the interest income on loans from $35.6 million in the third quarter of 2015 to $36.2 million in the third quarter of 2016.

Compared to the third quarter of 2015, the average balance of residential mortgage loans increased, however other loan categories decreased. The average balance of residential mortgage loans was $2.82 billion in 2016 compared to $2.69 billion in 2015, an increase of 4.8%. The average yield on residential mortgage loans decreased by 13 basis points to 4.28% in the third quarter of 2016 compared to 2015.

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TrustCo actively markets the residential loan products within its market territories. Mortgage loan rates are affected by a number of factors including rates on Treasury securities, the Federal Funds rate and rates set by competitors and secondary market participants. TrustCo aggressively markets the unique aspects of its loan products thereby attempting to create a differentiation from other lenders. These unique aspects include low closing costs, fast turn-around time on loan approvals, no escrow or mortgage insurance requirements for qualified borrowers and the fact that the Company typically holds these loans in portfolio and does not sell them into the secondary markets. Assuming a rise in long-term interest rates, the Company would anticipate that the unique features of its loan products will continue to attract customers in the residential mortgage loan area.

Commercial loans, which consist primarily of loans secured by commercial real estate, decreased $13.4 million to an average balance of $195.1 million in the third quarter of 2016 compared to the same period in the prior year. The average yield on this portfolio was up 17 basis points to 5.32%, compared to 5.15% in the prior year period. The Company has been selective in underwriting commercial loans in 2016 as the apparent risk/reward balance has been less favorable in many cases.

The average yield on home equity credit lines increased 17 basis points to 3.70% during the third quarter of 2016 compared to 3.53% in the year earlier period. The average balances of home equity lines decreased 2.2% to $346.7 million in the third quarter of 2016 as compared to the prior year.

Securities Available for Sale

The average balance of the securities available for sale portfolio for the third quarter of 2016 was $633.9 million compared to $691.8 million for the comparable period in 2015. The decreased balances reflect routine paydowns, calls, maturities and sales, partly offset by new investment purchases. During the quarter, continued low market yields on securities eligible to be added to the portfolio resulted in loans being a more attractive option for the deployment of cash. The average yield was 1.79% for the third quarter of 2016 and 1.96% for the third quarter of 2015 for the available for sale portfolio. This portfolio is primarily comprised of agency issued residential mortgage backed securities, bonds issued by government sponsored enterprises (such as Fannie Mae, the Federal Home Loan Bank, and Freddie Mac), agency-issued commercial mortgage backed securities, Small Business Administration participation certificates, corporate bonds and municipal bonds. These securities are recorded at fair value with any adjustment in fair value included in other comprehensive income (loss), net of tax.

The net unrealized gain in the available for sale securities portfolio was $4.3 million as of September 30, 2016 compared to a net unrealized loss of $7.5 million as of December 31, 2015. The unrealized gain or loss in the portfolio is primarily the result of changes in market interest rate levels.

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Held to Maturity Securities

The average balance of held to maturity securities was $50.0 million for the third quarter of 2016 compared to $61.9 million in the third quarter of 2015. The decrease in balances reflects routine paydowns, calls and maturities and follows the overall decline in securities with a shift towards cash for more flexibility and loans for greater yield. The average yield was 4.03% for the third quarter of 2016 compared to 3.97% for the year earlier period. The higher yield reflects a modest change in mix and slower prepayments on mortgage-backed securities (MBS), which reduced premium amortization. TrustCo expects to hold the securities in this portfolio until they mature or are called.

As of September 30, 2016, the securities in this portfolio include residential mortgage-backed securities and corporate bonds. The balances for these securities are recorded at amortized cost.

Federal Funds Sold and Other Short-term Investments

The 2016 third quarter average balance of Federal Funds sold and other short-term investments was $683.8 million, a $31.5 million increase from the $652.3 million average for the same period in 2015. The yield was 0.50% for the third quarter of 2016 and 0.25% for the comparable period in 2015. Interest income from this portfolio increased $458 thousand from $408 thousand in 2015 to $866 thousand in 2016, reflecting the target rate increase that took effect in December of 2015 and the increased balances.

The Federal Funds sold and other short-term investments portfolio is utilized to generate additional interest income and liquidity as funds are waiting to be deployed into the loan and securities portfolios.

Funding Opportunities

TrustCo utilizes various funding sources to support its earning asset portfolio. The vast majority of the Company’s funding comes from traditional deposit vehicles such as savings, demand deposits, interest-bearing checking, money market and time deposit accounts.

Total average interest bearing deposits (which includes interest bearing checking, money market accounts, savings and certificates of deposit) increased $20.2 million to $3.81 billion for the third quarter of 2016 versus the third quarter in the prior year, and the average rate paid decreased from 0.40% for 2015 to 0.37% for 2016. Total interest expense on these deposits decreased $246 thousand to $3.6 million in the third quarter of 2016 compared to the year earlier period. From the third quarter of 2015 to the third quarter of 2016, interest bearing demand account average balances were up 7.2%, certificates of deposit average balances were down 1.1%, non-interest demand average balances were up 4.8%, average savings balances increased 2.7% and money market balances were down 8.3%.

The Company has a number of contingent funding alternatives available in addition to the large cash and cash equivalents position and the investment securities positions it maintains on its balance sheet. The Bank is a member of the Federal Home Loan Bank of New York (FHLBNY) and is an eligible borrower at the Federal Reserve Bank of New York (FRBNY) and has the ability to borrow utilizing securities and/or loans as collateral in regard to the FHLBNY and against securities in regard to the FRBNY. The Bank does not utilize brokered deposits as a part of its funding strategy, but does incorporate them as a contingent funding source within its Asset/Liability Policy. Like other contingent funding sources, brokered CDs may be tested from time to time to ensure operational and market readiness.

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At September 30, 2016, the maturity of total time deposits is as follows:

(dollars in thousands)

Under 1 year	$	1,066,556
1 to 2 years		34,268
2 to 3 years		50,803
3 to 4 years		5,712
4 to 5 years		1,660
Over 5 years		200
	$	1,159,199

Average short-term borrowings for the quarter were $189.9 million in 2016 compared to $177.2 million in 2015. The average rate decreased during this time period from 0.65% in 2015 to 0.59% in 2016. The short-term borrowings of the Company are cash management accounts, which represent retail accounts with customers for which the Bank has pledged certain assets as collateral.

Net Interest Income

Taxable equivalent net interest income increased by $612 thousand to $36.7 million in the third quarter of 2016 compared to the same period in 2015. The net interest spread was up 1 basis point to 3.03% in the third quarter of 2016 compared to the same in 2015. As previously noted, the net interest margin was up 1 basis points to 3.09% for the third quarter of 2016 compared to the same period in 2015.

Nonperforming Assets

Nonperforming assets include nonperforming loans (“NPLs”), which are those loans in a non-accrual status and loans past due three payments or more and still accruing interest. Also included in the total of nonperforming assets are foreclosed real estate properties, which are included in other assets and categorized as other real estate owned.

The following describes the nonperforming assets of TrustCo as of September 30, 2016:

Nonperforming loans and foreclosed real estate: Total NPLs were $26.0 million at September 30, 2016, compared to $28.3 million at December 31, 2015 and $31.9 million at September 30, 2015. There were $26.0 million of non-accrual loans at September 30, 2016 compared to $28.2 million at December 31, 2015 and $31.9 million at September 30, 2015. There were no loans at September 30, 2016 and 2015 and December 31, 2015 that were past due 90 days or more and still accruing interest.

At September 30, 2016, nonperforming loans primarily include a mix of commercial and residential loans. Of total nonperforming loans of $26.0 million at September 30, 2016, $23.6 million were residential real estate loans, $2.4 million were commercial mortgages and $70 thousand were installment loans, compared to $25.1 million, $3.0 million and $98 thousand, respectively at December 31, 2015.

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A significant percentage of nonperforming loans are residential real estate loans, which are historically lower-risk than most other types of loans. Annualized net chargeoffs were 0.06% of average residential real estate loans (including home equity lines of credit) for the third quarter of 2016 compared to 0.16% for the third quarter of 2015. Management believes that these loans have been appropriately written down where required.

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. TrustCo has no advances to borrowers or projects located outside the United States. TrustCo continues to identify delinquent loans as quickly as possible and to move promptly to resolve problem loans. Efforts to resolve delinquencies begin immediately after the payment grace period expires, with repeated, automatically generated notices, as well as personalized phone calls and letters. Loans are placed in nonaccrual status once they are 90 days past due, or earlier if management has determined that such classification is appropriate. Once in nonaccrual status, loans are either brought current and maintained current, at which point they may be returned to accrual status, or they proceed through the foreclosure process. The collateral on nonaccrual loans is evaluated periodically, and the loan value is written down if the collateral value is insufficient.

The Company originates loans throughout its deposit franchise area. At September 30, 2016, 79.0% of its gross loan portfolio balances were in New York State and the immediately surrounding areas (including New Jersey, Vermont and Massachusetts), and 21.0% were in Florida. Those figures compare to 80.5% and 19.5%, respectively at December 31, 2015. Within these two geographic regions, commercial loans constitute a larger component of the local outstandings in New York than in Florida, at 6.6% and 1.8%, respectively, as of September 30, 2016.

Economic conditions vary widely by geographic location. Florida experienced a more significant downturn than New York during the recession. Consequently, nonperforming loans (NPLs as a percentage of the portfolio) had generally been more heavily weighted towards Florida in recent years. However, as of September 30, 2016, NPLs were roughly in line with regional outstandings, as 7.1% of nonperforming loans were to Florida borrowers, compared to 92.9% in New York and surrounding areas. The level of Florida based NPLs was 6.5% of total NPLs as of December 31, 2015. For the three months ended September 30, 2016, New York and surrounding areas experienced net charge-offs of approximately $861 thousand, compared to $3 thousand in Florida.

Other than loans currently identified as nonperforming, management is aware of no other loans in the Bank’s portfolio that pose material risk of the eventual non-collection of principal and interest. Also as of September 30, 2016, there were no other loans classified for regulatory purposes that management reasonably expects will materially impact future operating results, liquidity, or capital resources.

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TrustCo has identified nonaccrual commercial and commercial real estate loans, as well as all loans restructured under a troubled debt restructuring (TDR), as impaired loans. There were $2.6 million of commercial mortgages and commercial loans classified as impaired as of September 30, 2016 compared to $3.3 million at December 31, 2015. There were $22.2 million of impaired residential loans at September 30, 2016 and $22.6 million at December 31, 2015. The average balances of all impaired loans were $23.9 million for the nine months of 2016 and $26.6 million for the full year 2015.

As of September 30, 2016 and December 31, 2015, the Company’s loan portfolio did not include any subprime mortgages or loans acquired with deteriorated credit quality.

At September 30, 2016 there was $4.8 million of foreclosed real estate compared to $6.5 million at December 31, 2015.

Allowance for loan losses: The balance of the allowance for loan losses is maintained at a level that is, in management’s judgment, representative of the amount of probable incurred losses in the loan portfolio.

(dollars in thousands)	As of September 30, 2016					As of December 31, 2015
	Amount		Percent of Loans to Total Loans			Amount		Percent of Loans to Total Loans
Commercial	$	5,074		5.32	%	$	4,347		5.85	%
Real estate - construction	$	307		0.69	%		365		0.81	%
Real estate mortgage - 1 to 4 family	$	31,990		83.60	%		33,167		82.14	%
Home equity lines of credit	$	5,894		10.14	%		6,365		10.91	%
Installment Loans	$	685		0.25	%		518		0.29	%
	$	43,950		100.00	%	$	44,762		100.00	%

At September 30, 2016, the allowance for loan losses was $44.0 million, compared to $45.1 million at September 30, 2015 and $44.8 million at December 31, 2015. The allowance represents 1.30% of the loan portfolio as of September 30, 2016 compared to 1.38% at September 30, 2015 and 1.36% at December 31, 2015.

The provision for loan losses was $750 thousand for the quarter ended September 30, 2016 and $800 thousand for the quarter ended September 30, 2015. Net chargeoffs for the three-month period ended September 30, 2016 were $864 thousand and were $1.2 million in the prior year period.

During the third quarter of 2016, there were $356 thousand of gross commercial loan chargeoffs and $611 thousand of gross residential mortgage and consumer loan chargeoffs as compared with $3 thousand of gross commercial loan charge-offs and $1.4 million of residential mortgage and consumer loan chargeoffs in the third quarter of 2015. Gross recoveries during the third quarter of 2016 were $3 thousand for commercial loans and $100 thousand for residential mortgage and consumer loans, compared to $3 thousand for commercial loans and $167 thousand for residential and consumer in the third quarter of 2015.

In determining the adequacy of the allowance for loan losses, management reviews the current nonperforming loan portfolio as well as loans that are past due and not yet categorized as nonperforming for reporting purposes. Also, there are a number of other factors that are taken into consideration, including:

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The magnitude and nature of recent loan chargeoffs and recoveries,

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

The economic environment in the Upstate New York territory primarily (the Company’s largest geographical market) over the last several years, as well as in the Company’s other market areas.

Management continues to monitor these factors in determining future loan loss provisions or recaptures in relation to the economic environment, loan chargeoffs, recoveries and the level and trends of nonperforming loans.

Liquidity and Interest Rate Sensitivity

TrustCo seeks to obtain favorable sources of funding and to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. Management believes that TrustCo’s earnings performance and strong capital position enable the Company to easily secure new sources of liquidity. The Company actively manages its liquidity through target ratios established under its liquidity policies. Continual monitoring of both historical and prospective ratios allows TrustCo to employ strategies necessary to maintain adequate liquidity. Management has also defined various degrees of adverse liquidity situations which could potentially occur and has prepared appropriate contingency plans should such a situation arise. As noted, the Company has a number of contingent funding alternatives available in addition to the large cash and cash equivalents position and the investment securities positions it maintains on its balance sheet. The Bank is a member of the Federal Home Loan Bank of New York (FHLBNY) and is an eligible borrower at the Federal Reserve Bank of New York (FRBNY) and has the ability to borrow utilizing securities and/or loans as collateral in regard to the FHLBNY and against securities in regard to the FRBNY. The Bank does not utilize brokered deposits as a part of its funding strategy, but does incorporate them as a contingent funding source within its Asset/Liability Policy. Like other contingent funding sources, brokered CDs may be tested from time to time to ensure operational and market readiness.

The Company uses an industry standard external model as the primary tool to identify, quantify and project changes in interest rates 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 an economic or fair value amount with respect to non-time deposit categories since these deposits are part of the core deposit products of the Company. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure the fair value of capital or precisely predict the impact of fluctuations in interest rates on the fair value of capital.

Using this model, the fair value of capital projections as of September 30, 2016 are referenced below. The base case (current rates) 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 September 30, 2016. The table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase by 100 bp, 200 bp, 300 bp and 400 bp or to decrease by 100 bp.

Index

As of September 30, 2016	Estimated Percentage of Fair value of Capital to Fair value of Assets
+400 BP		19.45	%
+300 BP		20.80
+200 BP		22.12
+100 BP		23.22
Current rates		21.88
-100 BP		22.10

Noninterest Income

Total noninterest income for the third quarter of 2016 was $4.7 million, compared to $4.4 million in the prior year period. The increase of $364 thousand was primarily due to a gain on sale of a former branch site of $469 thousand in the third quarter of 2016. For the nine months ended September 30, 2016 and 2015 total noninterest income was $14.5 million and $13.4 million, respectively. The increase was primarily due to a $419 thousand increase in securities gains and the gain noted for the third quarter of 2016.

Trustco Financial Services income decreased $4 thousand to $1.3 million for the third quarter of 2016 compared to the third quarter of 2015. The fair value of assets under management was $863 million at September 30, 2016 compared to $842 million at December 31, 2015 and $895 million at September 30, 2015. The fluctuation in assets was due to market value changes and net account acquisitions/closures. For both the nine months ended September 30, 2016 and 2015, Financial Services income was $4.5 million.

The total of fees for other services to customers plus other income was $2.7 million in the third quarter of 2016, down $106 thousand versus the prior year quarter.

Noninterest Expenses

Total noninterest expenses were $23.0 million for the three months ended September 30, 2016, compared to $23.5 million for the three months ended September 30, 2015. The largest cause of the decrease in expenses was a $1.1 million decrease in FDIC and other insurance expenses, due to a change in the premium charged by the FDIC. Going forward we expect that the quarterly FDIC expense will approximate the level recorded in the third quarter of 2016, excluding the impact of balance sheet growth. The only expense category to see a meaningful increase was the salaries and benefits line, which was up $1.2 million. This increase was primarily due to the increase in full time equivalent headcount from 778 as of September 30, 2015 to 790 as of September 30, 2016. Other expense categories were mostly flat or down modestly.

Total noninterest expenses were $70.5 million for the nine months ended September 30, 2016 compared to $67.5 million for the nine months ended September 30, 2015. The largest cause of the increase in expenses was a $2.5 million increase in salaries and benefits and a $782 thousand increase in FDIC and other insurance costs. The increase in salaries and benefits was primarily due to the noted increase in full time equivalent headcount. The only significant decreases were declines of $563 thousand in other expense and $391 thousand in equipment expense.

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Income Taxes

In the third quarter of 2016, TrustCo recognized income tax expense of $6.7 million compared to $5.5 million for the third quarter of 2015. The effective tax rates were 37.9% and 34.3% for the third quarters of 2016 and 2015, respectively. For the first nine months of 2016, the effective tax rate was 37.4% compared to 36.5% in the year earlier period. The lower effective rates in the 2015 periods resulted from the final 2014 tax obligations, as reported on the 2014 income tax returns filed in the third quarter of 2015, being slightly lower than the amounts reflected in the 2014 financial statements.

Capital Resources

Consistent with its long-term goal of operating a sound and profitable financial organization, TrustCo strives to maintain strong capital ratios.

Banking regulators have moved towards higher required capital requirements due to the standards included in the Basel III reform measures and the Dodd-Frank Act, as well as a general trend towards reducing risk in the banking system by providing a greater capital margin.

Trustco Bank’s Formal Agreement with the OCC requires the Bank to develop and comply with a capital plan, and the Bank may declare or pay a dividend or make a capital distribution only (a) when the Bank is in compliance with its approved written capital plan, and would remain in compliance with such capital plan immediately following the declaration or payment of any dividend or capital distribution and (b) following OCC approval under OCC capital distribution rules.

Total shareholders’ equity at September 30, 2016 was $435.6 million compared to $412.3 million at September 30, 2015. TrustCo declared a dividend of $0.065625 per share in the third quarter of 2016. This results in a dividend payout ratio of 57.40% based on third quarter 2016 earnings of $10.9 million.

The Bank reported the following capital ratios as of September 30, 2016 and December 31, 2015:

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(dollars in thousands)	As of September 30, 2016					Well			Adequately
	Amount		Ratio			Capitalized(1)			Capitalized(1)(2)

Tier 1 leverage capital	$	419,714		8.678	%		5.000	%		4.000	%
Common equity tier 1 capital		419,714		17.110			6.500			5.125
Tier 1 risk-based capital		419,714		17.110			8.000			6.625
Total risk-based capital		450,546		18.367			10.000			8.625

(dollars in thousands)	As of December 31, 2015					Well			Adequately
	Amount		Ratio			Capitalized(1)			Capitalized(1)

Tier 1 (core) capital	$	405,506		8.600	%		5.000	%		4.000	%
Common equity tier 1 capital		405,506		17.210			6.500			4.500
Tier 1 risk-based capital		405,506		17.210			8.000			6.000
Total risk-based capital		435,149		18.470			10.000			8.000

(1) Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized

(2) The September 30, 2016 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a transition capital conservation buffer of 0.625 percent

The following is a summary of actual capital amounts and ratios as of September 30, 2016 and December 31, 2015 for TrustCo on a consolidated basis:

(dollars in thousands)	As of September 30, 2016
	Amount		Ratio

Tier 1 leverage capital	$	432,726		8.946	%
Common equity tier 1 capital		432,726		17.633
Tier 1 risk-based capital		432,726		17.633
Total risk-based capital		463,570		18.890

(dollars in thousands)	As of December 31, 2015
	Amount		Ratio

Leverage capital	$	417,538		8.850	%
Common equity tier 1 capital		417,538		17.710
Tier 1 risk-based capital		417,538		17.710
Total risk-based capital		447,193		18.970

In addition, at September 30, 2016, the consolidated equity to total assets ratio was 9.05%, compared to 8.73% at December 31, 2015 and 8.72% at September 30, 2015.

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements and results of operations. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company and the Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule and fully phased in by January 1, 2019. The Basel III capital rules will require the Company and the Bank to meet a capital conservation buffer requirement in order to avoid constraints on dividends, equity repurchases and certain compensation. To meet the requirement when it is fully phased in, the organization must maintain an amount of CET1 capital that exceeds the buffer level of 2.5% above each of the minimum risk-weighted asset ratios. The requirement will be phased in over a four year period, starting January 1, 2016, when the amount of such capital must exceed the buffer level of 0.625%. Accordingly, the required minimum conservation buffer will increase to 1.25% on January 1, 2017, 1.875% on January 1, 2018 and 2.5% on January 1, 2019. When the capital conservation buffer requirement is fully phased in, to avoid constraints, a banking organization must maintain the following capital ratios: (1) CET1 to risk-weighted assets more than 7.0%, (ii) Tier 1 capital to risk-weighted assets more than 8.5%, and (iii) total capital (Tier 1 plus Tier 2) to risk-weighted assets more than 10.5%. The final capital rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the minimum capital conservation buffer is not met. Prior to January 1, 2015, the Company had not been subject to express regulatory capital requirements. The Company has chosen to exclude net unrealized gain or loss on available for sale securities in computing regulatory capital. Management believes as of September 30, 2016, the Company and Bank meet all capital adequacy requirements to which they are subject, including the currently applicable capital conservation buffer of 0.625%.

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Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. Adequately capitalized institutions must obtain prior regulatory approval to accept brokered deposits. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. If an institution is classified as undercapitalized, it is required to submit a capital restoration plan to its federal banking regulators and is prohibited from increasing its assets, engaging in a new line of business, acquiring any interest in any company or insured depository institution, or opening or acquiring a new branch office, except under certain circumstances, including the acceptance by the federal banking regulators of a capital restoration plan for the institution. Furthermore, if an institution is classified as undercapitalized, the federal banking regulators may take certain actions to correct the capital position of the institution; if it is classified as significantly undercapitalized or critically undercapitalized, the federal banking regulators would be required to take one or more prompt corrective actions. These actions would include, among other things, requiring sales of new securities to bolster capital, improvements in management, limits on interest rates paid, prohibitions on transactions with affiliates, termination of certain risky activities and restrictions on compensation paid to executive officers. If a bank is classified as critically undercapitalized, the bank must be placed into conservatorship or receivership within 90 days, unless the federal banking regulators determines that other action would better achieve the purposes of the prompt corrective action regime. Any of the foregoing regulatory actions could have a direct material effect on an institution’s or its holding company’s financial statements. The Bank’s capital ratios exceed the levels necessary to meet the definition of “well capitalized” for regulatory purposes as of September 30, 2016.

Critical Accounting Policies:

Pursuant to Securities and Exchange Commission (SEC) guidance, management of the Company is encouraged to evaluate and disclose those accounting policies judged to be critical policies - those most important to the portrayal of the Company’s financial condition and results, and that require management’s most difficult subjective or complex judgments.

Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the inherent uncertainty in evaluating the levels of the allowance required to cover the inherent risk of 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

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TrustCo Bank Corp NY

Management's Discussion and Analysis

STATISTICAL DISCLOSURE

I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:

INTEREST RATES AND INTEREST DIFFERENTIAL

The following table summarizes the component distribution of the average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest bearing liabilities of TrustCo (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. The average balances of securities available for sale and held to maturity are calculated using amortized costs for these securities. Included in the average balance of shareholders' equity is the unrealized gain (loss), net of tax, in the available for sale portfolio of $2.1 million in 2016 and ($3.5) million in 2015. The subtotals contained in the following table are the arithmetic totals of the items contained in that category. Increases and decreases in interest income and expense due to both rate and volume have been allocated to the categories of variances (volume and rate) based on the percentage relationship of such variances to each other.

	Three months ended September 30, 2016									Three months ended September 30, 2015
(dollars in thousands)	Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/ Expense			Variance Balance Change			Variance Rate Change

Assets

Securities available for sale:
U. S. government sponsored enterprises	$	109,488			408			1.49	%	$	157,454			584			1.48	%	$	(176	)		(205	)		29
Mortgage backed securities and collateralized mortgage obligations-residential		400,103			1,829			1.83	%		425,092			2,230			2.10	%		(401	)		(1,590	)		1,189
State and political subdivisions		953			20			8.39	%		1,937			34			7.02	%		(14	)		(49	)		35
Corporate bonds		27,161			97			1.43	%		-			-			-	%		97			97			-
Small Business Administration-guaranteed participation securities		85,305			445			2.09	%		96,109			497			2.07	%		(52	)		(78	)		26
Mortgage backed securities and collateralized mortgage obligations-commercial		10,247			36			1.41			10,532			37			1.41			(1	)		(0	)		(1	)
Other		685			4			2.34	%		685			4			2.34	%		-			-			-

Total securities available for sale		633,942			2,839			1.79	%		691,809			3,386			1.96	%		(547	)		(1,825	)		1,278

Federal funds sold and other short-term Investments		683,777			866			0.50	%		652,274			408			0.25	%		458			21			437

Held to maturity securities:
Corporate bonds		10,644			156			5.86	%		9,969			153			6.17	%		3			11			(8	)
Mortgage backed securities and collateralized mortgage obligations-residential		39,307			347			3.53	%		51,928			461			3.55	%		(114	)		(97	)		(17	)

Total held to maturity securities		49,951			503			4.03	%		61,897			614			3.97	%		(111	)		(86	)		(25	)

Federal Reserve Bank and Federal Home Loan Bank stock		9,579			131			5.47	%		9,480			113			4.77	%		18			1			17

Commercial loans		195,115			2,597			5.32	%		208,492			2,688			5.15	%		(91	)		(535	)		444
Residential mortgage loans		2,819,343			30,175			4.28	%		2,689,072			29,617			4.41	%		558			4,671			(4,113	)
Home equity lines of credit		346,744			3,211			3.70	%		354,552			3,151			3.53	%		60			(48	)		108
Installment loans		8,331			195			9.36	%		8,678			183			8.33	%		12			(41	)		53

Loans, net of unearned income		3,369,533			36,178			4.29	%		3,260,794			35,639			4.37	%		539			4,047			(3,508	)

Total interest earning assets		4,746,782			40,517			3.41	%		4,676,254			40,160			3.43	%		357			2,158			(1,801	)

Allowance for loan losses		(44,473	)								(45,829	)
Cash & non-interest earning assets		137,462									133,241

Total assets	$	4,839,771								$	4,763,666

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	780,058			120			0.06	%	$	727,693			117			0.06	%		3			2			1
Money market accounts		571,333			463			0.32	%		623,381			537			0.34	%		(74	)		(47	)		(27	)
Savings		1,284,533			504			0.16	%		1,251,031			603			0.19	%		(99	)		97			(196	)
Time deposits		1,176,115			2,468			0.84	%		1,189,763			2,544			0.85	%		(76	)		(1,969	)		1,893

Total interest bearing deposits		3,812,039			3,555			0.37	%		3,791,868			3,801			0.40	%		(246	)		(1,917	)		1,671
Short-term borrowings		189,910			281			0.59	%		177,230			290			0.65	%		(9	)		36			(45	)

Total interest bearing liabilities		4,001,949			3,836			0.38	%		3,969,098			4,091			0.41	%		(255	)		(1,881	)		1,626

Demand deposits		377,455									360,080
Other liabilities		27,496									27,524
Shareholders' equity		432,871									406,964

Total liabilities and shareholders' equity	$	4,839,771								$	4,763,666

Net interest income , tax equivalent					36,681									36,069					$	612			4,039			(3,427	)

Net interest spread								3.03	%								3.02	%

Net interest margin (net interest income to total interest earning assets)								3.09	%								3.08	%

Tax equivalent adjustment					(14	)								(19	)

Net interest income					36,667									36,050

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TrustCo Bank Corp NY

Management's Discussion and Analysis

STATISTICAL DISCLOSURE

I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:

INTEREST RATES AND INTEREST DIFFERENTIAL

The following table summarizes the component distribution of the average balance sheet, related interest income and expense and the average annualized yields on interest earning assets and annualized rates on interest bearing liabilities of TrustCo (adjusted for tax equivalency) for each of the reported periods. Nonaccrual loans are included in loans for this analysis. The average balances of securities available for sale and held to maturity are calculated using amortized costs for these securities. Included in the average balance of shareholders' equity is the unrealized loss, net of tax, in the available for sale portfolio of $16 thousand in 2016 and ($3.1) million in 2015. The subtotals contained in the following table are the arithmetic totals of the items contained in that category. Increases and decreases in interest income and expense due to both rate and volume have been allocated to the categories of variances (volume and rate) based on the percentage relationship of such variances to each other.

	Nine months ended September 30, 2016									Nine months ended September 30, 2015
(dollars in thousands)	Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/ Expense			Variance Balance Change			Variance Rate Change

Assets

Securities available for sale:
U. S. government sponsored enterprises	$	97,281			1,067			1.46	%	$	116,824			1,162			1.33	%	$	(95	)		(254	)		159
Mortgage backed securities and collateralized mortgage obligations-residential		419,185			6,114			1.94	%		448,223			6,899			2.05	%		(785	)		(438	)		(347	)
State and political subdivisions		1,007			60			7.94	%		1,989			108			7.32	%		(48	)		(62	)		14
Corporate bonds		9,120			97			1.42	%		813			1			0.16	%		96			54			42
Small Business Administration-guaranteed participation securities		87,896			1,371			2.08	%		98,868			1,522			2.05	%		(151	)		(186	)		35
Mortgage backed securities and collateralized mortgage obligations-commercial		10,320			110			1.42	%		10,600			112			1.41	%		(2	)		(3	)		1
Other		683			12			2.34	%		685			12			2.34	%		-			-			-

Total securities available for sale		625,492			8,831			1.88	%		678,002			9,816			1.93	%		(985	)		(888	)		(97	)

Federal funds sold and other short-term Investments		675,948			2,542			0.50	%		662,879			1,231			0.25	%		1,311			25			1,286

Held to maturity securities:
Corporate bonds		10,202			464			6.06	%		9,965			461			6.17	%		3			14			(11	)
Mortgage backed securities and collateralized mortgage obligations-residential		42,192			1,123			3.55	%		55,569			1,419			3.41	%		(296	)		(385	)		89

Total held to maturity securities		52,394			1,587			4.04	%		65,534			1,880			3.83	%		(293	)		(371	)		78

Federal Reserve Bank and Federal Home Loan Bank stock		9,545			369			5.15	%		9,392			347			4.93	%		22			6			16

Commercial loans		198,461			7,777			5.22	%		212,617			8,194			5.14	%		(417	)		(623	)		206
Residential mortgage loans		2,768,579			89,523			4.31	%		2,644,216			87,946			4.44	%		1,577			5,185			(3,608	)
Home equity lines of credit		353,461			9,569			3.61	%		353,630			9,304			3.52	%		265			(7	)		272
Installment loans		8,435			579			9.15	%		8,236			534			8.66	%		45			27			18

Loans, net of unearned income		3,328,936			107,448			4.30	%		3,218,699			105,978			4.39	%		1,470			4,582			(3,112	)

Total interest earning assets		4,692,315			120,777			3.43	%		4,634,506			119,252			3.43	%		1,525			3,353			(1,828	)

Allowance for loan losses		(44,832	)								(46,203	)
Cash & non-interest earning assets		136,584									136,906

Total assets	$	4,784,067								$	4,725,209

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	758,314			350			0.06	%	$	704,323			333			0.06	%		17			13			4
Money market accounts		585,019			1,426			0.33	%		632,143			1,701			0.36	%		(275	)		(119	)		(156	)
Savings		1,273,565			1,712			0.18	%		1,243,544			1,860			0.20	%		(148	)		70			(218	)
Time deposits		1,162,603			7,301			0.84	%		1,186,846			7,478			0.84	%		(177	)		(153	)		(24	)

Total interest bearing deposits		3,779,501			10,789			0.38	%		3,766,856			11,372			0.40	%		(583	)		(190	)		(393	)
Short-term borrowings		182,453			800			0.58	%		184,079			936			0.68	%		(136	)		(8	)		(128	)

Total interest bearing liabilities		3,961,954			11,589			0.39	%		3,950,935			12,308			0.42	%		(719	)		(198	)		(521	)

Demand deposits		368,852									344,606
Other liabilities		27,179									26,689
Shareholders' equity		426,082									402,979

Total liabilities and shareholders' equity	$	4,784,067								$	4,725,209

Net interest income , tax equivalent					109,188									106,944					$	2,244			3,552			(1,308	)

Net interest spread								3.04	%								3.01	%

Net interest margin (net interest income to total interest earning assets)								3.10	%								3.08	%

Tax equivalent adjustment					(40	)								(58	)

Net interest income					109,148									106,886

Index

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

As detailed in the Annual Report to Shareholders as of December 31, 2015, the Company is subject to interest rate risk as its principal market risk. As noted in the Management’s Discussion and Analysis for the three month periods ended September 30, 2016 and 2015, the Company continues to respond to changes in interest rates in a fashion to position the Company to meet short term earning goals and to also allow the Company to respond to changes in interest rates in the future. Consequently, for the third quarter of 2016, the Company had an average balance of Federal Funds sold and other short-term investments of $683.8 million compared to $652.3 million in the third quarter of 2015. As investment opportunities present themselves, management plans to invest funds from the Federal Funds sold and other short-term investment portfolio into the securities available for sale, securities held to maturity and loan portfolios. Additional disclosure of interest rate risk can be found under “Liquidity and Interest Rate Sensitivity” and “Asset/Liability Management” in the Management’s Discussion and Analysis section of this document.

Item 4.

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.

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon this evaluation of those disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer of the Company concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, no evaluation of a cost-effective system of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to which this report relates that have materially affected or are reasonably likely to materially affect, the internal control over financial reporting.

Index

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

There were no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

Reg S-K (Item 601) Exhibit No.	Description

15	Crowe Horwath LLP Letter Regarding Unaudited Interim Financial Information

31(a)	Rule 13a-15(e)/15d-15(e) Certification of Robert J. McCormick, principal executive officer.

31(b)	Rule 13a-15(e)/15d-15(e) Certification of Michael M. Ozimek, principal financial officer.

32	Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.

101.INS	Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRLTaxonomy Extension Presentation Linkbase Document

Index

SIGNATURES

Pursuant to the requirements 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

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

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

Date: November 4, 2016

Index

Exhibits Index

Reg S-K Exhibit No.	Description

15	Crowe Horwath LLP Letter Regarding Unaudited Interim Financial Information

31(a)	Rule 13a-15(e)/15d-15(e) Certification of Robert J. McCormick, principal executive officer.

31(b)	Rule 13a-15(e)/15d-15(e) Certification of Michael M. Ozimek, principal financial officer.

32	Section 1350 Certifications of Robert J. McCormick, principal executive officer and Michael M. Ozimek, principal financial officer.

101.INS	Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRLTaxonomy Extension Presentation Linkbase Document