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	Commission File Number 0‑10592
September 30, 2018

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

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

Large accelerated filer ☒	Accelerated filer ☐	Non‑accelerated filer ☐
Smaller reporting company ☐	Emerging growth company ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

	Number of Shares Outstanding
Common Stock	as of October 31, 2018
$1 Par Value	96,658,592

Index

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, 2018 and 2017	4

	Consolidated Statements of Comprehensive Income for the three‑month and nine‑month periods ended September 30, 2018 and 2017	5

	Consolidated Statements of Financial Condition as of September 30, 2018 and December 31, 2017	6

	Consolidated Statements of Changes in Shareholders’ Equity for the nine‑month periods ended September 30, 2018 and 2017	7

	Consolidated Statements of Cash Flows for the nine‑month periods ended September 30, 2018 and 2017	8

	Notes to Consolidated Interim Financial Statements	9 – 36

	Report of Independent Registered Public Accounting Firm	37

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38‑57

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	58

Item 4.	Controls and Procedures	58

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3.	Defaults Upon Senior Securities	59

Item 4.	Mine Safety	59

Item 5.	Other Information	59

Item 6.	Exhibits	59

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TRUSTCO BANK CORP NY

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share data)

	Three months ended				Nine months ended
	September 30,				September 30,
	2018		2017		2018		2017

Interest and dividend income:
Interest and fees on loans	$	40,073		37,513		117,120		110,219
Interest and dividends on securities available for sale:
U. S. government sponsored enterprises		787		465		2,324		1,667
State and political subdivisions		7		6		20		29
Mortgage-backed securities and collateralized mortgage obligations-residential		1,601		1,815		5,039		5,717
Corporate bonds		202		153		485		458
Small Business Administration-guaranteed participation securities		325		380		1,010		1,189
Mortgage-backed securities and collateralized mortgage obligations-commercial		-		22		37		66
Other securities		4		4		13		12
Total interest and dividends on securities available for sale		2,926		2,845		8,928		9,138

Interest on held to maturity securities:
Mortgage-backed securities and collateralized mortgage obligations-residential		232		276		736		888
Corporate bonds		-		102		-		410
Total interest on held to maturity securities		232		378		736		1,298

Federal Reserve Bank and Federal Home Loan Bank stock		82		125		357		393
Interest on federal funds sold and other short-term investments		2,425		1,927		6,909		4,900
Total interest income		45,738		42,788		134,050		125,948

Interest expense:
Interest on deposits:
Interest-bearing checking		113		113		331		371
Savings		417		435		1,256		1,300
Money market deposit accounts		544		469		1,435		1,403
Time deposits		3,864		2,247		10,163		6,711
Interest on short-term borrowings		277		345		918		1,043
Total interest expense		5,215		3,609		14,103		10,828

Net interest income		40,523		39,179		119,947		115,120
Provision for loan losses		300		550		900		1,700
Net interest income after provision for loan losses		40,223		38,629		119,047		113,420

Noninterest income:
Trustco financial services income		1,516		1,844		4,927		5,127
Fees for services to customers		2,693		2,767		8,015		8,201
Other		246		243		687		757
Total noninterest income		4,455		4,854		13,629		14,085

Noninterest expenses:
Salaries and employee benefits		10,761		10,360		31,924		30,129
Net occupancy expense		3,997		4,027		12,413		12,403
Equipment expense		1,783		1,669		5,327		4,653
Professional services		1,578		1,679		4,822		5,570
Outsourced services		1,875		1,650		5,625		4,650
Advertising expense		844		699		2,144		2,019
FDIC and other insurance		682		1,018		2,219		3,077
Other real estate expense (income), net		528		275		1,194		770
Other		2,496		2,149		7,126		7,187
Total noninterest expenses		24,544		23,526		72,794		70,458

Income before taxes		20,134		19,957		59,882		57,047
Income taxes		4,935		7,361		14,470		21,264

Net income	$	15,199		12,596		45,412		35,783

Net income per share:
- Basic	$	0.157		0.131		0.471		0.373

- Diluted	$	0.157		0.131		0.470		0.372

See accompanying notes to unaudited consolidated interim financial statements.

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TRUSTCO BANK CORP NY

Consolidated Statements of Comprehensive Income (Unaudited)

(dollars in thousands)

	Three months ended						Nine months ended
	September 30,						September 30,
	2018			2017			2018			2017

Net income	$	15,199			12,596			45,412			35,783

Net unrealized holding (loss) gain on securities available for sale		(4,079	)		938			(12,908	)		5,460
Tax effect		1,069			(376	)		3,352			(2,185	)

Net unrealized (loss) gain on securities available for sale, net of tax		(3,010	)		562			(9,556	)		3,275

Amortization of net actuarial gain		(189	)		(72	)		(367	)		(208	)
Amortization of prior service cost		(73	)		23			(28	)		68
Tax effect		68			20			103			56
Amortization of net actuarial gain and prior service cost on pension and postretirement plans, net of tax		(194	)		(29	)		(292	)		(84	)

Other comprehensive (loss) income, net of tax		(3,204	)		533			(9,848	)		3,191

Comprehensive income	$	11,995			13,129			35,564			38,974

See accompanying notes to unaudited consolidated interim financial statements.

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TRUSTCO BANK CORP NY

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share data)

	September 30, 2018			December 31, 2017
ASSETS:

Cash and due from banks	$	42,195			44,125

Federal funds sold and other short term investments		423,254			568,615
Total cash and cash equivalents		465,449			612,740

Securities available for sale		507,882			571,965

Held to maturity securities (fair value 2018 $23,849; 2017 $28,701)		23,462			27,551

Federal Reserve Bank and Federal Home Loan Bank stock		8,953			8,779

Loans, net of deferred net costs		3,825,916			3,636,407
Less:
Allowance for loan losses		44,736			44,170
Net loans		3,781,180			3,592,237

Bank premises and equipment, net		35,214			35,157
Other assets		63,211			59,579

Total assets	$	4,885,351			4,908,008

LIABILITIES:
Deposits:
Demand	$	403,047			398,399
Interest-bearing checking		918,486			891,052
Savings accounts		1,221,127			1,260,447
Money market deposit accounts		501,270			556,462
Time deposits		1,155,994			1,066,966
Total deposits		4,199,924			4,173,326

Short-term borrowings		176,377			242,991
Accrued expenses and other liabilities		31,932			33,383

Total liabilities	$	4,408,233			4,449,700


SHAREHOLDERS’ EQUITY:
Capital stock: $1 par value; 150,000,000 shares authorized, 100,175,032 and 99,998,482 shares issued at September 30, 2018 and December 31, 2017, respectively		100,175			99,998
Surplus		176,764			175,651
Undivided profits		246,965			219,436
Accumulated other comprehensive loss, net of tax		(13,000	)		(1,806	)
Treasury stock at cost: 3,589,102 and 3,709,171 shares at September 30, 2018 and December 31, 2017, respectively		(33,786	)		(34,971	)

Total shareholders’ equity		477,118			458,308

Total liabilities and shareholders’ equity	$	4,885,351			4,908,008

See accompanying notes to unaudited consolidated interim financial statements.

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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, 2017	$	99,214		171,425			201,517			(6,251	)		(33,219	)		432,686
Net income		-		-			35,783			-			-			35,783
Other comprehensive income, net of tax		-		-			-			3,191			-			3,191
Cash dividend declared, $.1969 per share		-		-			(18,899	)		-			-			(18,899	)
Stock options exercised (347,500 shares)		348		1,510			-			-			-			1,858
Purchase of treasury stock (251,646 shares)		-		-			-			-			(1,683	)		(1,683	)
Sale of treasury stock (231,571 shares)		-		(337	)		-			-			2,215			1,878
Stock based compensation expense		-		114			-			-			-			114

Ending balance, September 30, 2017	$	99,562		172,712			218,401			(3,060	)		(32,687	)		454,928


Beginning balance, January 1, 2018	$	99,998		175,651			219,436			(1,806	)		(34,971	)		458,308
Net income		-		-			45,412			-			-			45,412
Tax Cuts and Jobs Act of 2017,
Reclassification from AOCI to Retained
Earnings, Tax Effect		-		-			1,346			(1,346	)		-			-
Other comprehensive loss, net of tax		-		-			-			(9,848	)		-			(9,848	)
Cash dividend declared, $0.1994 per share		-		-			(19,229	)		-			-			(19,229	)
Stock options exercised (176,550 shares)		177		1,082			-			-			-			1,259
Purchase of treasury stock (81,940 shares)		-		-			-			-			(718	)		(718	)
Sale of treasury stock (202,009 shares)		-		(121	)		-			-			1,903			1,782
Stock based compensation expense		-		152			-			-			-			152

Ending balance, September 30, 2018	$	100,175		176,764			246,965			(13,000	)		(33,786	)		477,118

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,
	2018			2017

Cash flows from operating activities:
Net income	$	45,412			35,783

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization		2,671			2,857
Net gain on sale of other real estate owned		(249	)		(897	)
Writedown of other real estate owned		674			823
Provision for loan losses		900			1,700
Deferred tax expense		671			1,122
Net amortization of securities		2,459			2,244
Stock based compensation expense		152			114
Net gain on sale of bank premises and equipment		(1	)		43
Decrease in taxes receivable		721			2,748
(Decrease) increase in interest receivable		(111	)		257
Increase (decrease) in interest payable		241			(56	)
Increase in other assets		(2,760	)		(2,214	)
(Decrease) increase in accrued expenses and other liabilities		(1,947	)		2,957
Total adjustments		3,421			11,698
Net cash provided by operating activities		48,833			47,481

Cash flows from investing activities:

Proceeds from sales and calls of securities available for sale		64,925			109,123
Proceeds from calls and maturities of held to maturity securities		4,089			16,222
Purchases of securities available for sale		(61,207	)		(65,977	)
Proceeds from maturities of securities available for sale		45,000			-
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock		(174	)		(144	)
Proceeds from redemption of Federal Reserve Bank and Federal Home Loan Bank stock		-			944
Net increase in loans		(192,222	)		(152,334	)
Proceeds from dispositions of other real estate owned		2,894			4,593
Proceeds from dispositions of bank premises and equipment		1			-
Purchases of bank premises and equipment		(2,727	)		(2,462	)
Net cash used in investing activities		(139,421	)		(90,035	)


Cash flows from financing activities:

Net increase (decrease) in deposits		26,598			(30,801	)
Net (decrease) increase in short-term borrowings		(66,614	)		7,102
Proceeds from exercise of stock options		1,259			1,858
Stock based award tax withholding payments		(37	)		-
Proceeds from sale of treasury stock		1,782			1,878
Purchases of treasury stock		(718	)		(1,683	)
Dividends paid		(18,973	)		(18,877	)
Net cash provided by financing activities		(56,703	)		(40,523	)
Net decrease in cash and cash equivalents		(147,291	)		(83,077	)
Cash and cash equivalents at beginning of period		612,740			707,274
Cash and cash equivalents at end of period	$	465,449			624,197


Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest paid	$	13,863			10,884
Income taxes paid		13,778			18,508
Other non cash items:
Transfer of loans to other real estate owned		2,379			3,130
Increase in dividends payable		256			22
Change in unrealized gain on securities available for sale-gross of deferred taxes		(12,908	)		5,460
Change in deferred tax effect on unrealized gain (loss) on securities available for sale		3,352			(2,185	)
Amortization of net actuarial gain and prior service cost on pension and postretirement plans		(395	)		(140	)
Change in deferred tax effect of amortization of net actuarial (gain) loss and prior service cost on pension and postretirement plans		103			56

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(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 and nine months ended September 30, 2018 is not necessarily indicative of the results that may be expected for the year ending December 31, 2018, 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, 2018, the results of operations and cash flows for the three and nine months ended September 30, 2018 and 2017. 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 Annual Report on Form 10‑K for the year ended December 31, 2017. 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 and nine months ended September 30, 2018 and 2017 is as follows:

	Three months ended				Nine months ended
(in thousands, except per share data)	September 30,				September 30,
	2018		2017		2018		2017

Net income	$	15,199		12,596	$	45,412		35,783
Weighted average common shares		96,555		96,102		96,453		95,997
Effect of dilutive common stock options		134		103		134		94

Weighted average common shares including potential dilutive shares		96,689		96,205		96,587		96,091

Basic EPS	$	0.157		0.131	$	0.471		0.373

Diluted EPS	$	0.157		0.131	$	0.470		0.372

For the three and nine months ended September 30, 2018, there were no weighted average number of antidilutive stock options excluded from diluted earnings per share. For the three and nine months ended September 30, 2017 the weighted average number of antidilutive stock options excluded from diluted earnings per share was approximately 995 thousand and 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.

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(3) Benefit Plans

The table below outlines the components of the Company’s net periodic benefit recognized during the three and nine months ended September 30, 2018 and 2017 for its pension and other postretirement benefit plans:

	Three months ended September 30,
	Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2018			2017			2018			2017

Service cost	$	8			11			-			26
Interest cost		299			326			47			54
Expected return on plan assets		(753	)		(686	)		(323	)		(190	)
Amortization of net (gain) loss		-			17			(189	)		(89	)
Amortization of prior service cost		-			-			(73	)		23
Net periodic benefit	$	(446	)		(332	)		(538	)		(176	)

	Nine months ended September 30,
	Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2018			2017			2018			2017

Service cost	$	25			33			52			77
Interest cost		898			977			156			164
Expected return on plan assets		(2,259	)		(2,058	)		(704	)		(571	)
Amortization of net loss (gain)		-			50			(367	)		(258	)
Amortization of prior service cost		-			-			(28	)		68
Net periodic benefit	$	(1,336	)		(998	)		(891	)		(520	)

The Company does not expect to make contributions to its pension and postretirement benefit plans in 2018. As of September 30, 2018, 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:

	September 30, 2018
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	154,866		-		4,813		150,053
State and political subdivisions		174		6		-		180
Mortgage backed securities and collateralized mortgage obligations		282,286		47		13,240		269,093
Corporate bonds		30,090		-		113		29,977
Small Business Administration - guaranteed participation securities		61,431		-		3,537		57,894
Other		685		-		-		685

Total securities available for sale	$	529,532		53		21,703		507,882

	December 31, 2017
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	139,890		27		2,066		137,851
State and political subdivisions		515		10		-		525
Mortgage backed securities and collateralized mortgage obligations		330,424		84		4,825		325,683
Corporate bonds		40,270		-		108		40,162
Small Business Administration - guaranteed participation securities		68,921		-		1,862		67,059
Other		685		-		-		685

Total securities available for sale	$	580,705		121		8,861		571,965

The following table distributes the debt securities included in the available for sale portfolio as of September 30, 2018, 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:

	Amortized		Fair
(dollars in thousands)	Cost		Value

Due in one year or less	$	10,687		10,649
Due in one year through five years		170,059		165,213
Due after five years through ten years		5,069		5,033
Mortgage backed securities and collateralized mortgage obligations		282,286		269,093
Small Business Administration - guaranteed participation securities		61,431		57,894
	$	529,532		507,882

Index

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:

	September 30, 2018
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		Unreal.		Fair		Unreal.		Fair		Unreal.
(dollars in thousands)	Value		Loss		Value		Loss		Value		Loss

U.S. government sponsored enterprises	$	58,593		1,381		91,460		3,432		150,053		4,813
Mortgage backed securities and collateralized mortgage obligations - residental		8,061		266		259,715		12,974		267,776		13,240
Corporate bonds		14,986		75		9,992		38		24,978		113
Small Business Administration - guaranteed participation securities		-		-		57,894		3,537		57,894		3,537

Total	$	81,640		1,722		419,061		19,981		500,701		21,703

	December 31, 2017
	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss

U.S. government sponsored enterprises	$	29,734		266		98,090		1,800		127,824		2,066
Mortgage backed securities and collateralized mortgage obligations - residental		48,080		371		266,394		4,344		314,474		4,715
Corporate bonds		-		-		40,162		108		40,162		108
Small Business Administration - guaranteed participation securities		-		-		67,059		1,862		67,059		1,862
Mortgage backed securities and collateralized mortgage obligations - commercial		-		-		9,700		110		9,700		110

Total	$	77,814		637		481,405		8,224		559,219		8,861

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 and nine months ended September 30, 2018 and 2017 are as follows:

	Three months ended September 30,
(dollars in thousands)	2018		2017

Proceeds from sales		-		-
Proceeds from calls		15,444		35,554
Gross realized gains		-		-
Gross realized losses		-		-

	Nine months ended September 30,
(dollars in thousands)	2018		2017

Proceeds from sales	$	-		-
Proceeds from calls		64,925		109,123
Gross realized gains		-		-
Gross realized losses		-		-

There were no sales of securities available for sale during the three and nine months ended September 30, 2018 and 2017.

Index

(b) Held to maturity securities

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

	September 30, 2018
(dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value

Mortgage backed securities and collateralized mortgage obligations	$	23,462		601		214		23,849

Total held to maturity	$	23,462		601		214		23,849

	December 31, 2017
(dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value

Mortgage backed securities and collateralized mortgage obligations	$	27,551		1,150		-		28,701

Total held to maturity	$	27,551		1,150		-		28,701

The following table distributes the debt securities included in the held to maturity portfolio as of September 30, 2018, 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		Fair
	Cost		Value
Mortgage backed securities and collateralized mortgage obligations	$	23,462		23,849

Total held to maturity	$	23,462		23,849

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

	September 30, 2018
	Less than 12 months				12 months or more				Total
(dollars in thousands)	Fair Value		Gross Unrec. Loss		Fair Value		Gross Unrec. Loss		Fair Value		Gross Unrec. Loss

Mortgage backed securities and collateralized mortgage obligations	$	12,599		214		-		-		12,599		214

Total	$	12,599		214		-		-		12,599		214

There were no sales or transfers of held to maturity securities during the three and nine months ended September 30, 2018 and 2017.

There were no held to maturity securities in an unrecognized loss position as of December 31, 2017.

Index

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 FASB ASC Topic 320, Investments – Debt and Equity Securities (“ASC 320”).

In determining OTTI under the 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, 2018, the Company’s security portfolio included certain debt securities which were in a loss position. Almost all of the securities in a loss position are issuances from U.S. government sponsored entities. Corporate bonds held by the Company are investment grade quality, and management has reviewed the financial condition of the issuer. 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, 2018.

Index

(5) Loans and Allowance for Loan Losses

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

	September 30, 2018
(dollars in thousands)	New York and other states*		Florida		Total

Commercial:
Commercial real estate	$	154,206		12,281		166,487
Other		24,246		254		24,500
Real estate mortgage - 1 to 4 family:
First mortgages		2,408,946		835,265		3,244,211
Home equity loans		70,914		16,087		87,001
Home equity lines of credit		248,274		45,476		293,750
Installment		7,810		2,157		9,967
Total loans, net	$	2,914,396		911,520		3,825,916
Less: Allowance for loan losses						44,736
Net loans					$	3,781,180

	December 31, 2017
(dollars in thousands)	New York and other states*		Florida		Total

Commercial:
Commercial real estate	$	149,368		12,524		161,892
Other		23,606		709		24,315
Real estate mortgage - 1 to 4 family:
First mortgages		2,286,148		765,929		3,052,077
Home equity loans		66,455		13,989		80,444
Home equity lines of credit		263,275		45,641		308,916
Installment		7,141		1,622		8,763
Total loans, net	$	2,795,993		840,414		3,636,407
Less: Allowance for loan losses						44,170
Net loans					$	3,592,237

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

At September 30, 2018 and December 31, 2017, the Company had approximately $25.4 million and $30.9 million of real estate construction loans, respectively. Of the $25.4 million in real estate construction loans at September 30, 2018, approximately $14.0 million are secured by first mortgages to residential borrowers while approximately $11.4 million were to commercial borrowers for residential construction projects. Of the $30.9 million in real estate construction loans at December 31, 2017, approximately $21.1 million are secured by first mortgages to residential borrowers while approximately $9.8 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 tables present the recorded investment in non‑accrual loans by loan class:

	September 30, 2018
(dollars in thousands)	New York and other states*		Florida		Total

Loans in non-accrual status:
Commercial:
Commercial real estate	$	647		-		647
Other		281		-		281
Real estate mortgage - 1 to 4 family:
First mortgages		17,036		1,949		18,985
Home equity loans		199		-		199
Home equity lines of credit		3,515		105		3,620
Installment		13		13		26
Total non-accrual loans		21,691		2,067		23,758
Restructured real estate mortgages - 1 to 4 family		35		-		35
Total nonperforming loans	$	21,726		2,067		23,793

	December 31, 2017
(dollars in thousands)	New York and other states*		Florida		Total

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

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

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, 2018 and December 31, 2017, other real estate owned included $1.7 million and $2.7 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 $12.5 million and $12.6 million as of September 30, 2018 and December 31, 2017, 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, 2018 and December 31, 2017:

	September 30, 2018

New York and other states*:		30-59		60-89		90+	Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	-		111		435		546		153,660		154,206
Other		-		-		274		274		23,972		24,246
Real estate mortgage - 1 to 4 family:
First mortgages		3,177		1,596		12,008		16,781		2,392,165		2,408,946
Home equity loans		17		-		163		180		70,734		70,914
Home equity lines of credit		569		141		1,904		2,614		245,660		248,274
Installment		45		26		10		81		7,729		7,810

Total	$	3,808		1,874		14,794		20,476		2,893,920		2,914,396



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

Commercial:
Commercial real estate	$	-		-		-		-		12,281		12,281
Other		-		-		-		-		254		254
Real estate mortgage - 1 to 4 family:
First mortgages		532		179		1,047		1,758		833,507		835,265
Home equity loans		51		-		-		51		16,036		16,087
Home equity lines of credit		29		-		50		79		45,397		45,476
Installment		2		5		13		20		2,137		2,157

Total	$	614		184		1,110		1,908		909,612		911,520



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

Commercial:
Commercial real estate	$	-		111		435		546		165,941		166,487
Other		-		-		274		274		24,226		24,500
Real estate mortgage - 1 to 4 family:
First mortgages		3,709		1,775		13,055		18,539		3,225,672		3,244,211
Home equity loans		68		-		163		231		86,770		87,001
Home equity lines of credit		598		141		1,954		2,693		291,057		293,750
Installment		47		31		23		101		9,866		9,967

Total	$	4,422		2,058		15,904		22,384		3,803,532		3,825,916

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

Index

	December 31, 2017

New York and other states*:		30-59		60-89		90+	Total
	Days		Days		Days		30+ days				Total
(dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Loans

Commercial:
Commercial real estate	$	183		174		1,332		1,689		147,679		149,368
Other		-		-		100		100		23,506		23,606
Real estate mortgage - 1 to 4 family:
First mortgages		5,669		1,300		9,014		15,983		2,270,165		2,286,148
Home equity loans		6		-		45		51		66,404		66,455
Home equity lines of credit		489		18		2,139		2,646		260,629		263,275
Installment		46		17		25		88		7,053		7,141

Total	$	6,393		1,509		12,655		20,557		2,775,436		2,795,993



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

Commercial:
Commercial real estate	$	-		-		-		-		12,524		12,524
Other		-		-		-		-		709		709
Real estate mortgage - 1 to 4 family:
First mortgages		277		-		1,404		1,681		764,248		765,929
Home equity loans		-		-		-		-		13,989		13,989
Home equity lines of credit		-		-		-		-		45,641		45,641
Installment		3		5		26		34		1,588		1,622

Total	$	280		5		1,430		1,715		838,699		840,414



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

Commercial:
Commercial real estate	$	183		174		1,332		1,689		160,203		161,892
Other		-		-		100		100		24,215		24,315
Real estate mortgage - 1 to 4 family:
First mortgages		5,946		1,300		10,418		17,664		3,034,413		3,052,077
Home equity loans		6		-		45		51		80,393		80,444
Home equity lines of credit		489		18		2,139		2,646		306,270		308,916
Installment		49		22		51		122		8,641		8,763

Total	$	6,673		1,514		14,085		22,272		3,614,135		3,636,407

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

At September 30, 2018 and December 31, 2017, 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:

	Three months ended September 30, 2018
(dollars in thousands)	Commercial			Real Estate Mortgage- 1 to 4 Family			Installment		Total

Balance at beginning of period	$	4,195			39,471			837		44,503
Loans charged off:
New York and other states*		-			94			69		163
Florida		-			-			9		9
Total loan chargeoffs		-			94			78		172

Recoveries of loans previously charged off:
New York and other states*		2			97			5		104
Florida		-			-			1		1
Total recoveries		2			97			6		105
Net loans charged off (recoveries)		(2	)		(3	)		72		67
Provision (recoveries) for loan losses		(65	)		227			138		300
Balance at end of period	$	4,132			39,701			903		44,736

	Three months ended September 30, 2017
(dollars in thousands)	Commercial		Real Estate Mortgage- 1 to 4 Family		Installment		Total

Balance at beginning of period	$	4,596		38,871		695		44,162
Loans charged off:
New York and other states*		-		747		65		812
Florida		-		31		4		35
Total loan chargeoffs		-		778		69		847

Recoveries of loans previously charged off:
New York and other states*		-		137		8		145
Florida		-		72		-		72
Total recoveries		-		209		8		217
Net loans charged off (recoveries)		-		569		61		630
Provision (recoveries) for loan losses		24		434		92		550
Balance at end of period	$	4,620		38,736		726		44,082

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

Index

	Nine months ended September 30, 2018
(dollars in thousands)	Commercial			Real Estate Mortgage- 1 to 4 Family		Installment		Total

Balance at beginning of period	$	4,324			39,077		769		44,170
Loans charged off:
New York and other states*		-			464		181		645
Florida		-			-		15		15
Total loan chargeoffs		-			464		196		660

Recoveries of loans previously charged off:
New York and other states*		9			289		24		322
Florida		-			-		4		4
Total recoveries		9			289		28		326
Net loans charged off (recoveries)		(9	)		175		168		334
Provision (recoveries) for loan losses		(201	)		799		302		900
Balance at end of period	$	4,132			39,701		903		44,736

	Nine months ended September 30, 2017
(dollars in thousands)	Commercial			Real Estate Mortgage- 1 to 4 Family		Installment		Total

Balance at beginning of period	$	4,929			38,231		730		43,890
Loans charged off:
New York and other states*		72			1,699		146		1,917
Florida		-			167		19		186
Total loan chargeoffs		72			1,866		165		2,103

Recoveries of loans previously charged off:
New York and other states*		8			494		21		523
Florida		-			72		-		72
Total recoveries		8			566		21		595
Net loans charged off		64			1,300		144		1,508
Provision (recoveries) for loan losses		(245	)		1,805		140		1,700
Balance at end of period	$	4,620			38,736		726		44,082

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

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, 2018 and December 31, 2017:

	September 30, 2018
(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		4,132		39,701		903		44,736

Total ending allowance balance	$	4,132		39,701		903		44,736


Loans:
Individually evaluated for impairment	$	1,961		20,576		-		22,537
Collectively evaluated for impairment		189,026		3,604,386		9,967		3,803,379

Total ending loans balance	$	190,987		3,624,962		9,967		3,825,916

	December 31, 2017
(dollars in thousands)	Commercial Loans		1-to-4 Family Residential Real Estate		Installment Loans		Total

Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	-		-		-		-
Collectively evaluated for impairment		4,324		39,077		769		44,170

Total ending allowance balance	$	4,324		39,077		769		44,170


Loans:
Individually evaluated for impairment	$	2,248		22,032		-		24,280
Collectively evaluated for impairment		183,959		3,419,405		8,763		3,612,127

Total ending loans balance	$	186,207		3,441,437		8,763		3,636,407

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, 2018 and December 31, 2017 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, 2018 and December 31, 2017:

	September 30, 2018

New York and other states*:			Unpaid				Average
	Recorded		Principal		Related		Recorded
(dollars in thousands)	Investment		Balance		Allowance		Investment

Commercial:
Commercial real estate	$	1,534		1,704		-		1,597
Other		313		313		-		191
Real estate mortgage - 1 to 4 family:		-		-		-		-
First mortgages		14,906		20,283		-		15,418
Home equity loans		257		471		-		262
Home equity lines of credit		2,700		4,082		-		2,691

Total	$	19,710		26,853		-		20,159



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

Commercial:
Commercial real estate	$	114		114		-		29
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		2,374		2,731		-		2,559
Home equity loans		85		95		-		87
Home equity lines of credit		254		1,056		-		390

Total	$	2,827		3,996		-		3,065



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

Commercial:
Commercial real estate	$	1,648		1,818		-		1,626
Other		313		313		-		191
Real estate mortgage - 1 to 4 family:
First mortgages		17,280		23,014		-		17,977
Home equity loans		342		566		-		349
Home equity lines of credit		2,954		5,138		-		3,081

Total	$	22,537		30,849		-		23,224

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

Index

	December 31, 2017

New York and other states*:			Unpaid				Average
	Recorded		Principal		Related		Recorded
(dollars in thousands)	Investment		Balance		Allowance		Investment

Commercial:
Commercial real estate	$	2,148		3,120		-		2,711
Other		100		100		-		87
Real estate mortgage - 1 to 4 family:
First mortgages		15,850		16,540		-		16,508
Home equity loans		270		291		-		263
Home equity lines of credit		2,606		2,847		-		2,193

Total	$	20,974		22,898		-		21,762



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

Commercial:
Commercial real estate	$	-		-		-		-
Other		-		-		-		-
Real estate mortgage - 1 to 4 family:
First mortgages		2,707		2,813		-		2,335
Home equity loans		89		89		-		92
Home equity lines of credit		510		510		-		561

Total	$	3,306		3,412		-		2,988



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

Commercial:
Commercial real estate	$	2,148		3,120		-		2,711
Other		100		100		-		87
Real estate mortgage - 1 to 4 family:
First mortgages		18,557		19,353		-		18,843
Home equity loans		359		380		-		355
Home equity lines of credit		3,116		3,357		-		2,754

Total	$	24,280		26,310		-		24,750

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

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 and nine months ended September 30, 2018 and 2017.

As of September 30, 2018 and December 31, 2017 impaired loans included approximately $11.3 million and $11.8 million of loans in accruing status that were identified as TDR’s in accordance with regulatory guidance related to Chapter 7 bankruptcy loans, respectively.

Index

Management evaluates impairment on impaired loans on a quarterly basis. If, during this evaluation, impairment of the loan is identified, a chargeoff is taken at that time. As a result, as of September 30, 2018 and December 31, 2017, 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 tables presents, by class, loans that were modified as TDR’s:

	Three months ended 9/30/2018						Three months ended 9/30/2017

New York and other states*:			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
(dollars in thousands)	Contracts		Investment		Investment		Contracts		Investment		Investment

Commercial:
Commercial real estate		-	$	-		-		-	$	-		-
Real estate mortgage - 1 to 4 family:
First mortgages		6		791		791		7		941		941
Home equity loans		1		6		6		-		-		-
Home equity lines of credit		1		7		7		3		296		296

Total		8	$	804		804		10	$	1,237		1,237


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

Commercial:
Commercial real estate		-	$	-		-		-	$	-		-
Real estate mortgage - 1 to 4 family:
First mortgages		-		-		-		2		251		251
Home equity loans		-		-		-		-		-		-
Home equity lines of credit		-		-		-		-		-		-

Total		-	$	-		-		2	$	251		251


	Nine months ended 9/30/2018						Nine months ended 9/30/2017

New York and other states*:			Pre-Modification		Post-Modification				Pre-Modification		Post-Modification
			Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
(dollars in thousands)	Contracts		Investment		Investment		Contracts		Investment		Investment

Commercial:
Commercial real estate		-	$	-		-		3	$	747		747
Real estate mortgage - 1 to 4 family:
First mortgages		10		1,386		1,386		25		3,986		3,986
Home equity loans		1		6		6		1		13		13
Home equity lines of credit		3		216		216		8		457		457

Total		14	$	1,608		1,608		37	$	5,203		5,203


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

Commercial:
Commercial real estate		-	$	-		-		-	$	-		-
Real estate mortgage - 1 to 4 family:
First mortgages		-		-		-		7		718		718
Home equity loans		-		-		-		-		-		-
Home equity lines of credit		-		-		-		1		70		70

Total		-	$	-		-		8	$	788		788

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

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

In situations where the Company 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 and nine months ended September 30, 2018 and 2017 which had been modified within the last twelve months:

	Three months ended 9/30/2018				Three months ended 9/30/2017

New York and other states*:	Number of		Recorded		Number of		Recorded
(dollars in thousands)	Contracts		Investment		Contracts		Investment

Commercial:
Commercial real estate		-	$	-		-	$	-
Real estate mortgage - 1 to 4 family:
First mortgages		1		101		2		236
Home equity loans		-		-		-		-
Home equity lines of credit		-		-		-		-

Total		1	$	101		2	$	236


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

Commercial:
Commercial real estate		-	$	-		-	$	-
Real estate mortgage - 1 to 4 family:
First mortgages		-		-		-		-
Home equity loans		-		-		-		-
Home equity lines of credit		-		-		-		-

Total		-	$	-		-	$	-


	Nine months ended 9/30/2018				Nine months ended 9/30/2017

New York and other states*:	Number of		Recorded		Number of		Recorded
(dollars in thousands)	Contracts		Investment		Contracts		Investment

Commercial:
Commercial real estate		-	$	-		-	$	-
Real estate mortgage - 1 to 4 family:
First mortgages		1		101		2		236
Home equity loans		-		-		-		-
Home equity lines of credit		1		3		1		3

Total		2	$	104		3	$	239


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

Commercial:
Commercial real estate		-	$	-		-	$	-
Real estate mortgage - 1 to 4 family:
First mortgages		1		72		1		77
Home equity loans		-		-		-		-
Home equity lines of credit		-		-		1		70

Total		1	$	72		2	$	147

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

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, 2018 and December 31, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	September 30, 2018

New York and other states*:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	149,030		5,176		154,206
Other		23,061		1,185		24,246

	$	172,091		6,361		178,452


Florida:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	12,167		114		12,281
Other		254		-		254

	$	12,421		114		12,535


Total:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	161,197		5,290		166,487
Other		23,315		1,185		24,500

	$	184,512		6,475		190,987

* Includes New York, New Jersey and Massachusetts.

Index

	December 31, 2017

New York and other states*:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	140,806		8,562		149,368
Other		21,936		1,670		23,606

	$	162,742		10,232		172,974


Florida:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	12,406		118		12,524
Other		709		-		709

	$	13,115		118		13,233


Total:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	153,212		8,680		161,892
Other		22,645		1,670		24,315

	$	175,857		10,350		186,207

* Includes New York, New Jersey and Massachusetts.

Included in classified loans in the above tables are impaired loans of $2.0 million and $1.5 million at September 30, 2018 and December 31, 2017, 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 Company’s collection department 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, 2018 and December 31, 2017 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, 2018 and December 31, 2017 is presented in the non‑accrual loans table.

Index

(6) Fair Value of Financial Instruments

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

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

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices 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 1 or 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. 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.

Index

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

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

	Fair Value Measurements at September 30, 2018 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)



Securities available for sale:
U.S. government sponsored enterprises	$	150,053	$	-	$	150,053	$	-
State and political subdivisions		180		-		180		-
Mortgage backed securities and collateralized mortgage obligations		269,093		-		269,093		-
Corporate bonds		29,977		-		29,977		-
Small Business Administration - guaranteed participation securities		57,894		-		57,894		-
Other securities		685		-		685		-

Total securities available for sale	$	507,882	$	-	$	507,882	$	-

	Fair Value Measurements at December 31, 2017 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Securities available for sale:
U.S. government sponsored enterprises	$	137,851	$	-	$	137,851	$	-
State and political subdivisions		525		-		525		-
Mortgage backed securities and collateralized mortgage obligations		325,683		-		325,683		-
Corporate bonds		40,162		-		40,162		-
Small Business Administration - guaranteed participation securities		67,059		-		67,059		-
Other securities		685		-		685

Total securities available for sale	$	571,965	$	-	$	571,965	$	-

There were no transfers between Level 1 and Level 2 during the three and nine months ended September 30, 2018 and 2017.

Index

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

	Fair Value Measurements at September 30, 2018 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)

Other real estate owned	$	2,306	$	-	$	-	$	2,306	Sales comparison approach	Adjustments for differences between comparable sales		1% - 14% (7%)

Impaired loans:
Real estate mortgage - 1 to 4 family		326		-		-		326	Sales comparison approach	Adjustments for differences between comparable sales		5% - 14% (10%)

	Fair Value Measurements at December 31, 2017 Using:
(dollars in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Valuation technique	Unobservable inputs	Range (Weighted Average)

Other real estate owned	$	3,246	$	-	$	-	$	3,246	Sales comparison approach	Adjustments for differences between comparable sales		1% - 14% (7%)

Impaired loans:
Real estate mortgage - 1 to 4 family		844		-		-		844	Sales comparison approach	Adjustments for differences between comparable sales		5% - 14% (10%)

Other real estate owned, that is carried at fair value less costs to sell, was approximately $2.3 million at September 30, 2018 and consisted of $560 thousand of commercial real estate and $1.7 million of residential real estate properties. Valuation charges of $60 thousand and $674 thousand are included in earnings for the three and nine months ended September 30, 2018, respectively.

Of the total impaired loans of $22.5 million at September 30, 2018, $326 thousand are collateral dependent and are carried at fair value measured on a non‑recurring basis. Due to the sufficiency of chargeoffs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at September 30, 2018. There were no gross chargeoffs related to commercial impaired loans for the three and nine months ended September 30, 2018. Gross chargeoffs related to residential impaired loans included in the table above were $70 thousand for the nine‑months ended September 30, 2018, there were no gross chargeoffs related to residential impaired loans for the three‑months ended September 30, 2018.

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

Of the total impaired loans of $24.1 million at December 31, 2017, $844 thousand are collateral dependent and are carried at fair value measured on a non‑recurring basis. Due to the sufficiency of chargeoffs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2017. Gross chargeoffs related to residential impaired loans included in the table above amounted to $151 thousand at December 31, 2017.

Index

In accordance with FASB Topic 825, Financial Instruments (“ASC 825”), the carrying amounts and estimated fair values (represents exit price) of financial instruments, at September 30, 2018 and December 31, 2017 are as follows:

(dollars in thousands)	Carrying		Fair Value Measurements at September 30, 2018 Using:
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	465,449		465,449		-		-		465,449
Securities available for sale		507,882		-		507,882		-		507,882
Held to maturity securities		23,462		-		23,849		-		23,849
Federal Reserve Bank and Federal Home Loan Bank stock		8,953		N/A		N/A		N/A		N/A
Net loans		3,781,180		-		-		3,719,619		3,719,619
Accrued interest receivable		11,552		100		2,242		9,210		11,552
Financial liabilities:
Demand deposits		403,047		403,047		-		-		403,047
Interest bearing deposits		3,796,877		2,640,883		1,143,702		-		3,784,585
Short-term borrowings		176,377		-		176,377		-		176,377
Accrued interest payable		778		92		686		-		778

(dollars in thousands)	Carrying		Fair Value Measurements at December 31, 2017 Using:
	Value		Level 1		Level 2		Level 3		Total

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

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 9/30/2018
(dollars in thousands)	Balance at 7/1/2018			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2018			Balance at 9/30/2018

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(11,576	)		(3,010	)		-			(3,010	)		(14,586	)
Net change in net actuarial (gain) loss and prior service cost on pension and postretirement benefit plans, net of tax		3,126			-			(194	)		(194	)		2,932
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings, Tax Effect		(1,346	)		-			-			-			(1,346	)

Accumulated other comprehensive income (loss), net of tax	$	(9,796	)		(3,010	)		(194	)		(3,204	)		(13,000	)

	Three months ended 9/30/2017
(dollars in thousands)	Balance at 7/1/2017			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2017			Balance at 9/30/2017

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(4,049	)		562		-			562			(3,487	)
Net change in net actuarial gain and prior service cost on pension and postretirement benefit plans, net of tax		456			-		(29	)		(29	)		427

Accumulated other comprehensive income (loss), net of tax	$	(3,593	)		562		(29	)		533			(3,060	)

	Nine months ended 9/30/2018
(dollars in thousands)	Balance at 1/1/2018			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Nine months ended 9/30/2018			Balance at 9/30/2018

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(5,030	)		(9,556	)		-			(9,556	)		(14,586	)
Net change in net actuarial (gain) loss and prior service cost on pension and postretirement benefit plans, net of tax		3,224			-			(292	)		(292	)		2,932
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings, Tax Effect		-			-			(1,346	)		-			(1,346	)

Accumulated other comprehensive income (loss), net of tax	$	(1,806	)		(9,556	)		(1,638	)		(9,848	)		(13,000	)

	Nine months ended 9/30/2017
(dollars in thousands)	Balance at 1/1/2017			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Nine months ended 9/30/2017			Balance at 9/30/2017

Net unrealized holding gain (loss) on securities available for sale, net of tax	$	(6,762	)		3,275		-			3,275			(3,487	)
Net change in net actuarial gain and prior service cost on pension and postretirement benefit plans, net of tax		511			-		(84	)		(84	)		427

Accumulated other comprehensive income (loss), net of tax	$	(6,251	)		3,275		(84	)		3,191			(3,060	)

Index

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017:

	Three months ended September 30,						Nine months ended September 30,
(dollars in thousands)	2018			2017			2018			2017			Affected Line Item in Statements:

Amortization of pension and postretirement benefit items:
Amortization of net actuarial gain	$	189			72		$	367			208		Salaries and employee benefits
Amortization of prior service cost		73			(23	)		28			(68	)	Salaries and employee benefits
Income tax effect		(68	)		(20	)		(103	)		(56	)	Income taxes
Net of tax		194			29			292			84

Total reclassifications, net of tax	$	194			29		$	292			84

(8) Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within Non‑Interest Income. The following table presents the Company’s sources of Non‑Interest Income for the three months and nine months ended September 30, 2018 and 2017. Items outside the scope of ASC 606 are noted as such.

	Three months ended September 30,				Nine months ended September 30,
(dollars in thousands)	2018		2017		2018		2017

Non-interest income
Service Charges on Deposits
Overdraft fees	$	935		921	$	2,586		2,657
Other		125		124		335		357
Interchange Income		1,003		1,141		3,478		3,658
Wealth management fees		1,516		1,844		4,927		5,127
Other (a)		876		824		2,303		2,286

Total non-interest income	$	4,455		4,854	$	13,629		14,085

(a) Not within the scope of ASC 606.

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

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

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

Index

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

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

(9) New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014‑09, “Revenue from Contracts with Customers (Topic 606)” which implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014‑09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company adopted this ASU on January 1, 2018. Upon adoption the Company determined that there were no accumulated adjustments needed and no changes to the patterns on how the Company recognized revenue. The Company did add disclosures for the items in‑scope as described in note 8.

In January 2016, the FASB issued ASU No. 2016‑01, “Recognition and Measurement of Financial Assets and Financial Liabilities” which amended existing guidance to improve accounting standards for financial instruments including clarification and simplification of accounting and disclosure requirements and the requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The ASU was adopted on January 1, 2018, and does not significantly impact the Company’s consolidated financial statements. The Company has amended disclosures to comply with the exit price notion as required under the ASU for the period ended September 30, 2018.

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

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

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

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Crowe LLP

Independent Member Crowe Global

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Trustco Bank Corp NY

Glenville, New York

Results of Review of Interim Financial Information

We have reviewed the consolidated statement of financial condition of Trustco Bank Corp NY (the “Company”) as of September 30, 2018, and the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2018 and 2017 and the related changes in shareholders’ equity and cash flows for the nine-month periods ended September 30, 2018 and 2017, and the related notes (collectively referred to as the “interim financial information or statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial condition of the Company as of December 31, 2017, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial condition as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated statement of condition from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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 PCAOB, 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.

/s/ Crowe LLP

New York, New York

November 2, 2018

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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, 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, 2017, the following important factors, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward‑looking statement:

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

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

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

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

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

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

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

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

unanticipated effects from the Tax & Jobs Act that may limit its benefits or adversely impact our business, which could include decreased demand for borrowing by our customers or increased price competition that offsets the benefits of decreased federal income tax expense;

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

changes in consumer spending, borrowing and savings habits;

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

changes in management personnel;

real estate and collateral values;

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

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

technological changes and electronic, cyber and physical security breaches;

changes in local market areas and general business and economic trends;

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

other risks and uncertainties included under “Risk Factors” in our Form 10‑K for the year ended December 31, 2017.

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

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‑month and nine‑month month periods ended September 30, 2018 and 2017.

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Introduction

The review that follows focuses on the factors affecting the financial condition and results of operations of TrustCo during the three‑month and nine‑month month periods ended September 30, 2018, with comparisons to the corresponding period in 2017, 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 2017 Annual Report to Shareholders on Form 10‑K, which was filed with the SEC on March 1, 2018, 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.

During the third quarter of 2018 financial markets were influenced by both underlying economic conditions and by political developments. US equity markets were generally favorable and showed increased volatility during the quarter. For the full third quarter, the Dow Jones Industrial Average was up 2.7% while the S&P 500 was flat at 0.05%. Credit markets continue to be driven by worldwide economic news and demand shifts between segments of the bond market as investors seek to capture yield. The shape of the yield curve continued to flatten during the quarter. The 10‑year Treasury bond averaged 2.92% during Q3, flat with Q2. The 2‑year Treasury bond average rate increased 20 basis points to 2.67%, resulting in flattening of the curve. The spread between the 10‑year and the 2‑year Treasury bonds continued to contract from 0.44% on average in Q2 to 0.25% in Q3. This spread had been depressed in recent years, and compares to 2.42% during 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 was increased by 25 basis points on September 26, 2018 to a range of 2.00% to 2.25%. Changes in rates and spreads during the current quarter were due to a number of factors; however, uncertainty about the timing of additional 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.

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


Q3/17	Beg of Q3	1.03	1.38	1.89	2.31	0.93
	Peak	1.18	1.47	1.95	2.39	1.00
	Trough	0.98	1.27	1.63	2.05	0.77
	End of Q3	1.06	1.47	1.92	2.33	0.86
	Average in Q3	1.05	1.36	1.81	2.24	0.88

Q4/17	Beg of Q4	1.06	1.47	1.92	2.33	0.86
	Peak	1.47	1.92	2.26	2.49	0.86
	Trough	1.01	1.47	1.91	2.28	0.51
	End of Q4	1.39	1.89	2.20	2.40	0.51
	Average in Q4	1.23	1.70	2.07	2.37	0.68

Q1/18	Beg of Q1	1.39	1.89	2.20	2.40	0.51
	Peak	1.81	2.34	2.69	2.94	0.78
	Trough	1.39	1.89	2.20	2.40	0.47
	End of Q1	1.73	2.27	2.56	2.74	0.47
	Average in Q1	1.58	2.15	2.53	2.75	0.60

Q2/18	Beg of Q2	1.73	2.27	2.56	2.74	0.47
	Peak	1.95	2.59	2.94	3.11	0.54
	Trough	1.71	2.25	2.55	2.73	0.31
	End of Q2	1.93	2.52	2.73	2.85	0.33
	Average in Q2	1.87	2.47	2.76	2.92	0.44

Q3/18	Beg of Q3	1.93	2.52	2.73	2.85	0.33
	Peak	2.22	2.83	2.99	3.10	0.27
	Trough	1.96	2.53	2.70	2.82	0.29
	End of Q3	2.19	2.81	2.94	3.05	0.24
	Average in Q3	2.07	2.67	2.81	2.92	0.25

The United States economy continues to show improvements in various areas. 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, is continuing to be unwound based on general guidance released by the Fed. Economic activity in Europe, China and elsewhere has also improved in some aspects, but remains mixed. Current tensions regarding trade and tariffs have significantly heightened uncertainty. 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. The current presidential administration has set policy initiatives that include attempts to reduce the regulatory burden; the timing and extent of any success on that front is yet to be determined although some positive steps have been taken. The tax rate reductions in late 2017 contributed to the net income increase in 2018 relative to the prior year.

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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, 2018, 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 $15.2 million, or $0.157 of diluted earnings per share, for the three‑months ended September 30, 2018, compared to net income of $12.6 million, or $0.131 of diluted earnings per share, in the same period in 2017. Return on average assets was 1.24% and 1.02%, respectively, for the three‑months ended September 30, 2018 and 2017. Return on average equity was 12.84% and 11.06%, respectively, for the three‑months ended September 30, 2018 and 2017.

The primary factors accounting for the change in net income for the three‑months ended September 30, 2018 compared to the same period of the prior year were:

A decrease of $2.4 million in income taxes in the third quarter of 2018 compared to the prior year due primarily to the change in the statutory federal tax rate enacted in December 2017.

An increase in the average balance of interest earning assets of $35.5 million to $4.84 billion for the third quarter of 2018 compared to the same period in 2017.

An increase in taxable equivalent net interest margin for the third quarter of 2018 to 3.35% from 3.26% in the prior year period. The increase in the margin, coupled with the increase in average earning assets, resulted in an increase of $1.3 million in taxable equivalent net interest income in the third quarter of 2018 compared to the third quarter of 2017.

An increase of $401 thousand in salaries and employee benefits for the third quarter of 2018 compared to the third quarter of 2017.

A decrease of $336 thousand in FDIC and other insurance for the third quarter of 2018 compared to the third quarter of 2017.

An increase of $225 thousand in outsourced services expense for the third quarter of 2018 compared to the third quarter of 2017.

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TrustCo recorded net income of $45.4 million, or $0.470 of diluted earnings per share, year to date, compared to net income of $35.8 million, or $0.372 of diluted earnings per share, in the same period in 2017. Return on average assets was 1.24% and 0.98%, respectively, for the nine‑months ended September 30, 2018 and 2017. Return on average equity was 13.00% and 10.77%, respectively, for the nine‑months ended September 30, 2018 and 2017.

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, by 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, 2017 is a description of the effect interest rates had on the results for the year 2017 compared to 2016. Many of the same market factors discussed in the 2017 Annual Report continued to have a significant impact on results through the third quarter of 2018.

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. That target range remained in place through most of 2015. The FRB has increased the target range several times since December of 2015, with the target range now at 2.00% to 2.25%. The most recent increase was on September 26, 2018, but we are starting to see impacts from the prior quarter increases as reflected in the third quarter results. Additional increases in 2018 and beyond will largely be dependent on the strength of economic conditions. In the September 26 statement from the Federal Open Market Committee Chair it was noted that, “The projections about the appropriate path of policy assume that the economy evolves broadly in line with the projections for growth, employment, unemployment, and inflation. If the economy were instead to falter, lower interest rates would be appropriate. Conversely, if inflationary pressures were to rise more than expected, higher interest rates would be appropriate. Right now, as our statement indicates, risks to the economic outlook appear roughly balanced… we still expect, as our statement says, ‘further gradual increases in the target range for the federal funds rate,’ and this expectation is reflected in the projections.”

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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 17 basis points higher in the third quarter of 2018 relative to the prior year period. Rates were flat or lower on interest bearing checking accounts and savings accounts but higher on money market accounts and time 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 partial reinvestment of principal payments received on its holdings of agency securities, agency mortgage‑backed securities and Treasury securities. The FRB previously stated its intent to unwind these positions, which could 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 average 10‑year Treasury yield was flat during the second and third quarter of 2018 and was up 68 basis points as compared to the third quarter of 2017.

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 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, although that effort is now being gradually unwound. Very low interest rates in many markets around the world have also increased demand for US fixed income assets and contributed to the decline of yields on these assets in recent years until the Fed’s program to raise the Federal Funds target rate finally began to boost market yields over the last two years.

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.

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Interest rates generally remained below historic norms on both short term and longer term investments during the third quarter of 2018 despite the increases seen during the quarter.

While TrustCo has been affected by changes in financial markets over time, the impact of the financial crisis that began in 2007 was mitigated by the Company’s generally conservative approach to banking. 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 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.

For the third quarter of 2018, the net interest margin was 3.35%, up 9 basis points 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 decreased by $135.3 million while the average yield increased 74 basis points in the third quarter of 2018 compared to the same period in 2017. The decrease in the average balance helped to fund increases in loans.

•

The average balance of securities available for sale decreased by $57.9 million while the average yield increased 26 basis points to 2.18%. The average balance of held to maturity securities decreased by $12.8 million and the average yield decreased 24 basis points to 3.86% for the third quarter of 2018 compared to the same period in 2017, with the decrease in both average balance and yield due to the maturity of corporate bond.

•

The average loan portfolio grew by $241.7 million to $3.78 billion and the average yield declined one basis point to 4.23% in the third quarter of 2018 compared to the same period in 2017.

•

The average balance of interest bearing liabilities (primarily deposit accounts) decreased $8.1 million and the average rate paid increased 16 basis points to 0.52% in the third quarter of 2018 compared to the same period in 2017.

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During the third quarter of 2018, 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 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 $4.80 billion in the third quarter of 2017 to $4.84 billion in the same period of 2018 with an average yield of 3.78% in the third quarter of 2018 and 3.56% in the third quarter of 2017. The shift in the mix of assets towards a higher proportion of loans and the increase in yield on Federal Funds sold and other short term instruments drove the overall yield increase. Interest income on average earning assets increased from $42.8 million in the third quarter of 2017 to $45.7 million in the third quarter of 2018, on a tax equivalent basis. The increase was the result of higher volume and yield.

Loans

The average balance of loans was $3.78 billion in the third quarter of 2018 and $3.54 billion in the comparable period in 2017. The yield on loans was down one basis point to 4.23%. The higher average balances led to an increase in interest income on loans from $37.5 million in the third quarter of 2017 to $40.1 million in the third quarter of 2018.

Compared to the third quarter of 2017, the average balance of residential mortgage loans, commercial loans and installment loans increased while home equity lines of credit decreased. The average balance of residential mortgage loans was $3.29 billion in 2018 compared to $3.04 billion in 2017, an increase of 8.36%. The average yield on residential mortgage loans decreased by 3 basis points to 4.13% in the third quarter of 2018 compared to 2017.

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, increased $4.9 million to an average balance of $188.8 million in the third quarter of 2018 compared to the same period in the prior year. The average yield on this portfolio was down 15 basis points to 5.25% compared to the prior year period. The Company has been selective in underwriting commercial loans in recent periods as the apparent risk/reward balance has been less favorable in many cases.

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The average yield on home equity credit lines increased 46 basis points to 4.60% during the third quarter of 2018 compared to the same period in 2017. The increase in yield is the result of prime rate increases which impacted some loans as well as a smaller percentage of lower yielding initial rate balances. The average balances of home equity lines decreased 5.8% to $294.5 million in the third quarter of 2018 as compared to the prior year. With the rising rate environment, some customers with home equity lines have refinanced their balances into fixed rate mortgage loans.

Securities Available for Sale

The average balance of the securities available for sale portfolio for the third quarter of 2018 was $536.2 million compared to $594.2 million for the comparable period in 2017. The balance reflects routine paydowns, calls and maturities, offset by new investment purchases. The average yield was 2.18% for the third quarter of 2018 compared to 1.92% for the third quarter of 2017. This portfolio is 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 loss in the available for sale securities portfolio was $21.7 million as of September 30, 2018 compared to a net unrealized loss of $8.9 million as of December 31, 2017. The unrealized loss in the portfolio is primarily the result of changes in market interest rate levels.

Held to Maturity Securities

The average balance of held to maturity securities was $24.1 million for the third quarter of 2018 compared to $36.9 million in the third quarter of 2017. The decrease in balances reflects routine paydowns, calls and a corporate bond maturity. No new securities were added to this portfolio during the period. The average yield was 3.86% for the third quarter of 2018 compared to 4.10% for the same period in 2017. The lower yield reflects the maturity of a corporate bond. TrustCo expects to hold the securities in this portfolio until they mature or are called.

As of September 30, 2018, this portfolio consisted solely of residential mortgage-backed securities. The balances for these securities are recorded at amortized cost.

Federal Funds Sold and Other Short‑term Investments

The 2018 third quarter average balance of Federal Funds sold and other short‑term investments were $486.6 million, a $135.3 million decrease from the $621.9 million average for the same period in 2017. The yield was 1.98% for the third quarter of 2018 and 1.24% for the comparable period in 2017. Interest income from this portfolio increased $498 thousand from $1.9 million in 2017 to $2.4 million in 2018, reflecting the target rate increases, partly offset by the decrease in average 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.

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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 time deposits) increased $31.3 million to $3.82 billion for the third quarter of 2018 versus the third quarter in the prior year, and the average rate paid increased from 0.34% for 2017 to 0.51% for 2018. Total interest expense on these deposits increased $1.7 million to $4.9 million in the third quarter of 2018 compared to the same period in 2017. From the third quarter of 2017 to the third quarter of 2018, interest bearing demand account average balances were up 6.0%, certificates of deposit average balances were up 7.3%, non‑interest demand average balances were up 4.1%, average savings balances decreased 2.8% and money market balances were down 11.1%.

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 at either. 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 Management Policy. Like other contingent funding sources, brokered CDs may be tested from time to time to ensure operational and market readiness.

At September 30, 2018, the maturity of total time deposits is as follows:

(dollars in thousands)

Under 1 year	$	951,168
1 to 2 years		148,320
2 to 3 years		47,505
3 to 4 years		2,627
4 to 5 years		6,089
Over 5 years		285
	$	1,155,994

Average short‑term borrowings for the quarter were $183.8 million in 2018 compared to $223.2 million in 2017. The average rate decreased during this time period from 0.62% in 2017 to 0.60% in 2018. 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.

Index

Net Interest Income

Taxable equivalent net interest income increased by $1.3 million to $40.5 million in the third quarter of 2018 compared to the same period in 2017. The net interest spread was up 5 basis points to 3.26% in the third quarter of 2018 compared to the same period in 2017. As previously noted, the net interest margin was up 9 basis points to 3.35% for the third quarter of 2018 compared to the same period in 2017.

Taxable equivalent net interest income increased by $4.8 million to $120.0 million in the first nine‑months of 2018 compared to the same period in 2017. The net interest spread was up 10 basis points to 3.24% in the first nine‑months of 2018 compared to the same period in 2017. As previously noted, the net interest margin was up 12 basis points to 3.32% for the first nine‑months of 2018 compared to the same period in 2017.

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, 2018:

Nonperforming loans and foreclosed real estate: Total NPLs were $23.8 million at September 30, 2018, compared to $24.3 million at December 31, 2017 and $24.6 million at September 30, 2017. There were $23.8 million of non‑accrual loans at September 30, 2018 compared to $24.3 million at December 31, 2017 and $24.5 million at September 30, 2017. There were no loans at September 30, 2018 and 2017 and December 31, 2017 that were past due 90 days or more and still accruing interest.

At September 30, 2018, nonperforming loans primarily include a mix of commercial and residential loans. Of total nonperforming loans of $23.8 million at September 30, 2018, $22.8 million were residential real estate loans, $928 thousand were commercial loans and mortgages and $26 thousand were installment loans, compared to $22.7 million, $1.5 million and $57 thousand, respectively at December 31, 2017.

A significant percentage of nonperforming loans are residential real estate loans, which are historically lower‑risk than most other types of loans. Net recoveries were $3 thousand on residential real estate loans (including home equity lines of credit) for the third quarter of 2018 compared to $569 thousand of net charges for the third quarter of 2017. 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 both 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.

Index

The Company originates loans throughout its deposit franchise area. At September 30, 2018, 76.2% of its gross loan portfolio balances were in New York State and the immediately surrounding areas (including New Jersey, Vermont and Massachusetts), and 23.8% were in Florida. Those figures compare to 76.9% and 23.1%, respectively at December 31, 2017.

Economic conditions vary widely by geographic location. Florida experienced a more significant downturn than New York during the recession, however conditions in Florida have improved more than in New York in recent periods. As a percentage of the total nonperforming loans as of September 30, 2018, 8.7% were to Florida borrowers, compared to 91.3% to borrowers in New York and surrounding areas. For the three‑months ended September 30, 2018, New York and surrounding areas experienced net chargeoffs of approximately $59 thousand, compared to $8 thousand of net chargeoffs 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, 2018, there were no other loans classified for regulatory purposes that management reasonably expects will materially impact future operating results, liquidity, or capital resources.

TrustCo has 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 $2.0 million of commercial mortgages and commercial loans classified as impaired as of September 30, 2018 compared to $2.1 million at December 31, 2017. There were $20.6 million of impaired residential loans at September 30, 2018 and $22.0 million at December 31, 2017. The average balances of all impaired loans were $23.2 million for the nine months of 2018 and $24.8 million for the full year 2017.

As of September 30, 2018 and December 31, 2017, the Company’s loan portfolio did not include any subprime mortgages or loans acquired with deteriorated credit quality.

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 deed in lieu). As of September 30, 2018 other real estate owned included $1.7 million of foreclosed real estate compared to $2.7 million at December 31, 2017.

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.

Index

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

(dollars in thousands)	As of					As of
	September 30, 2018					December 31, 2017
	Amount		Percent of Loans to Total Loans			Amount		Percent of Loans to Total Loans
Commercial	$	3,999		4.69	%	$	4,205		4.85	%
Real estate - construction		298		0.66	%		379		0.85	%
Real estate mortgage - 1 to 4 family		34,624		86.70	%		33,622		85.56	%
Home equity lines of credit		4,912		7.68	%		5,195		8.50	%
Installment Loans		903		0.26	%		769		0.24	%
	$	44,736		100.00	%	$	44,170		100.00	%

At September 30, 2018, the allowance for loan losses was $44.7 million, compared to $44.1 million at September 30, 2017 and $44.2 million at December 31, 2017. The allowance represents 1.17% of the loan portfolio as of September 30, 2018 compared to 1.23% at September 30, 2017 and 1.21% at December 31, 2017.

The provision for loan losses was $300 thousand for the quarter ended September 30, 2018 and $550 thousand for the quarter ended September 30, 2017. Net chargeoffs for the three‑month period ended September 30, 2018 were $67 thousand and were $630 thousand for the prior year period.

During the third quarter of 2018, there were no commercial loan gross chargeoffs and $172 thousand of gross residential mortgage and consumer loan chargeoffs compared with $2 thousand of gross commercial loan recoveries and $103 thousand of residential mortgage and consumer loan recoveries in the third quarter of 2017. During the third quarter of 2017, there were no commercial loan gross chargeoffs and $847 thousand of gross residential mortgage and consumer loan chargeoffs compared with no gross commercial loan recoveries and $217 thousand of residential mortgage and consumer loan chargeoffs in the third quarter of 2017.

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:

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 and Florida territories over the last several years, as well as in the Company’s other market areas.

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

Index

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. As previously stated, the Bank is a member of the FHLBNY and is an eligible borrower at the FRBNY and has the ability to borrow utilizing securities and/or loans as collateral at either institution. 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 Management 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, 2018 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, 2018. 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.

As of September 30, 2018		Estimated Percentage of Fair value of Capital to Fair value of Assets
+400 BP		18.30%
+300 BP		19.82
+200 BP		21.34
+100 BP		22.86
Current rates		24.08
-100 BP		23.69

Index

Noninterest Income

Total noninterest income for the third quarter of 2018 was $4.5 million versus $4.9 million for the previous year. Financial services income was down $328 thousand to $1.5 million in the third quarter of 2018 as compared to the year ago period. Fees for services to customers were down $74 thousand over the same period. The fair value of assets under management was $886 million at September 30, 2018 and $890 million as of December 31, 2017 and $876 million at September 30, 2017.

For the nine months through September 30, 2018 total noninterest income was $13.6 million, down $456 thousand compared to the prior year period.

Noninterest Expenses

Total noninterest expenses were $24.5 million for the three‑months ended September 30, 2018, compared to $23.5 million for the three‑months ended September 30, 2017. Significant changes included an increase of $401 thousand in salaries and employee benefits, partly offset by a $336 thousand decrease in FDIC and other insurance. Full time equivalent headcount decreased from 815 as of September 30, 2017 to 807 as of September 30, 2018.

Total noninterest expenses were $72.8 million for the nine‑months ended September 30, 2018, compared to $70.5 million for the nine‑months ended September 30, 2017. Significant changes included an increase of $1.8 million in salaries and employee benefits, increases of $975 thousand and $674 thousand, respectively, in outsourced services and equipment expense, partly offset by decreases of $748 thousand in professional services and $858 thousand in FDIC and other insurance.

Income Taxes

In the third quarter of 2018, TrustCo recognized income tax expense of $4.9 million compared to $7.4 million for the third quarter of 2017. The effective tax rates were 24.5% and 36.9% for the third quarters of 2018 and 2017, respectively. The lower tax rate was the result of the federal tax legislation enacted in late 2017. For the first nine‑months, income taxes were $14.5 million in 2018, as compared to $21.3 million in 2017.

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.

Total shareholders’ equity at September 30, 2018 was $477.1 million compared to $454.9 million at September 30, 2017. TrustCo declared a dividend of $0.068181 per share in the third quarter of 2018. This results in a dividend payout ratio of 43.29% based on third quarter 2018 earnings of $15.2 million.

Index

The Bank and the Company reported the following capital ratios as of September 30, 2018 and December 31, 2017:

(Bank Only)

	As of September 30, 2018					Well			Adequately
(dollars in thousands)	Amount		Ratio			Capitalized (1)			Capitalized (1)(2)

Tier 1 leverage capital	$	475,036		9.650	%		5.000	%		4.000	%
Common equity tier 1 capital		475,036		17.950			6.500			6.380
Tier 1 risk-based capital		475,036		17.950			8.000			7.880
Total risk-based capital		508,256		19.210			10.000			9.880


	As of December 31, 2017					Well			Adequately
(dollars in thousands)	Amount		Ratio			Capitalized (1)			Capitalized (1)(3)

Tier 1 (core) capital	$	444,931		9.152	%		5.000	%		4.000	%
Common equity tier 1 capital		444,931		17.460			6.500			5.750
Tier 1 risk-based capital		444,931		17.460			8.000			7.250
Total risk-based capital		476,942		18.720			10.000			9.250

(1) Federal regulatory minimum requirements to be considered to be Well Capitalized and Adequately Capitalized
(2) The September 30, 2018 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a transition capital conservation buffer of 1.88 percent
(3) The December 31, 2017 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a transition capital conservation buffer of 1.25 percent




(Consolidated)	As of September 30, 2018					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer

Tier 1 leverage capital	$	489,564		9.940	%		4.000	%
Common equity tier 1 capital		489,564		18.490			6.380
Tier 1 risk-based capital		489,564		18.490			7.880
Total risk-based capital		522,800		19.750			9.880




	As of December 31, 2017					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer

Tier 1 leverage capital	$	459,561		9.449	%		4.000	%
Common equity tier 1 capital		459,561		18.020			5.750
Tier 1 risk-based capital		459,561		18.020			7.250
Total risk-based capital		491,590		19.280			9.250

In addition, at September 30, 2018, the consolidated equity to total assets ratio was 9.77%, compared to 9.34% at December 31, 2017 and 9.34% at September 30, 2017.

Both TrustCo and Trustco Bank are subject to regulatory capital requirements. On January 1, 2015, a new capital rule took effect that revised the federal bank regulatory agencies’ risk‑based capital requirements and, for the first time, subjected the Company to consolidated regulatory capital requirements. Among other matters, the rule also established a new common equity Tier 1 minimum capital requirement of 4.5% of risk‑weighted assets, increased the minimum Tier 1 capital to risk‑based assets requirement from 4.0% to 6.0% of risk‑weighted assets, changed the risk‑weightings of certain assets, and changed what qualifies as capital for purposes of meeting the various capital requirements. In addition, the Company and the Bank are required to maintain additional levels of Tier 1 common equity (the capital conservation buffer) over the minimum risk‑based capital levels before they may pay dividends, repurchase shares, or pay discretionary bonuses. The new rule will be phased‑in over several years and will be fully in effect in 2019. Calendar year 2017 was the third year of implementation of the new capital rules.

As of September 30, 2018, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with the current and also fully phased‑in capital conservation buffer is taken into account.

Index

Under the OCC’s “prompt corrective action” regulations, a bank is deemed to be “well‑capitalized” when its CET1, Tier 1, total risk‑based, and leverage capital ratios are at least 6.5%, 8%, 10%, and 5%, respectively. A bank is deemed to be “adequately capitalized” or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and “undercapitalized” if it fails to meet these minimal capital requirements. A bank is “significantly undercapitalized” if its CET1, Tier 1, total risk‑based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%. At September 30, 2018 and 2017, Trustco Bank met the definition of “well‑capitalized.”

As noted, the Company’s dividend payout ratio was 43.29% of net income for the third quarter of 2018 and 50.07% of net income for the third quarter of 2017. The per‑share dividend paid in the third quarters 2018 was $0.068181 versus $0.065625 for the same period in the previous year. The Company’s ability to pay dividends to its shareholders is dependent upon the ability of the Bank to pay dividends to the Company. The payment of dividends by the Bank to the Company is subject to continued compliance with minimum regulatory capital requirements. The OCC may disapprove a dividend if: the Bank would be undercapitalized following the distribution; the proposed capital distribution raises safety and soundness concerns; or the capital distribution would violate a prohibition contained in any statue, regulation or agreement.

TrustCo maintains a dividend reinvestment plan (DRP) with approximately 11,600 participants. The DRP allows participants to reinvest dividends in shares of the Company. The DRP also allows for additional purchases by participants and has a discount feature (up to a 5% for safe harbor provisions) that can be activated by management as a tool to raise capital. To date, the discount feature has not been utilized.

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, 2017 is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

Index

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) gain, net of tax, in the available for sale portfolio of ($15.0) million in 2018 and $(3.9) million in 2017. 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									Three months ended
	September 30, 2018									September 30, 2017

	Average			Interest			Average			Average			Interest			Average			Change in			Variance			Variance
(dollars in thousands)	Balance						Rate			Balance						Rate			Interest			Balance			Rate
																			Income/			Change			Change
Assets																			Expense

Securities available for sale:
U. S. government sponsored enterprises	$	154,865			787			2.03	%	$	123,055			465			1.51	%	$	322			138			184
Mortgage backed securities and collateralized mortgage obligations-residential		287,760			1,601			2.23	%		345,248			1,815			2.10	%		(214	)		(785	)		571
State and political subdivisions		453			10			8.88	%		522			11			8.43	%		(1	)		(1	)		-
Corporate bonds		30,110			202			2.68	%		42,528			153			1.44	%		49			(255	)		304
Small Business Administration-guaranteed participation securities		62,368			325			2.09	%		72,204			380			2.11	%		(55	)		(52	)		(3	)
Mortgage backed securities and collateralized mortgage obligations-commercial		0			0			0.00	%		9,918			22			0.89	%		(22	)		(11	)		(11	)
Other		685			4			2.34	%		685			4			2.34	%		-			-			-

Total securities available for sale		536,241			2,929			2.18	%		594,160			2,850			1.92	%		79			(966	)		1,045

Federal funds sold and other short-term Investments		486,552			2,425			1.98	%		621,878			1,927			1.24	%		498			(2,324	)		2,822

Held to maturity securities:
Corporate bonds		-			-			-	%		6,738			102			6.06	%		(102	)		(51	)		(51	)
Mortgage backed securities and collateralized mortgage obligations-residential		24,080			232			3.86	%		30,161			276			3.66	%		(44	)		(131	)		87

Total held to maturity securities		24,080			232			3.86	%		36,899			378			4.10	%		(146	)		(182	)		36

Federal Reserve Bank and Federal Home Loan Bank stock		8,953			82			3.66	%		9,117			125			5.48	%		(43	)		(17	)		(26	)

Commercial loans		188,757			2,480			5.25	%		183,867			2,482			5.40	%		(2	)		266			(268	)
Residential mortgage loans		3,289,534			33,949			4.13	%		3,035,745			31,600			4.16	%		2,349			4,094			(1,745	)
Home equity lines of credit		294,518			3,418			4.60	%		312,812			3,237			4.14	%		181			(934	)		1,115
Installment loans		9,447			226			9.51	%		8,096			200			9.88	%		26			70			(44	)

Loans, net of unearned income		3,782,256			40,073			4.23	%		3,540,520			37,519			4.24	%		2,554			3,496			(942	)

Total interest earning assets		4,838,082			45,741			3.78	%		4,802,574			42,799			3.56	%		2,942			7			2,935

Allowance for loan losses		(44,770	)								(44,284	)
Cash & non-interest earning assets		120,474									127,004


Total assets	$	4,913,786								$	4,885,294


Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	913,150			113			0.05	%	$	861,387			113			0.05	%		-			28			(28	)
Money market accounts		508,795			544			0.42	%		572,168			469			0.33	%		75			(282	)		357
Savings		1,244,889			417			0.13	%		1,280,318			435			0.14	%		(18	)		336			(354	)
Time deposits		1,156,422			3,864			1.33	%		1,078,085			2,247			0.83	%		1,617			177			1,440

Total interest bearing deposits		3,823,256			4,938			0.51	%		3,791,958			3,264			0.34	%		1,674			259			1,415
Short-term borrowings		183,796			277			0.60	%		223,238			345			0.62	%		(68	)		(57	)		(11	)

Total interest bearing liabilities		4,007,052			5,215			0.52	%		4,015,196			3,609			0.36	%		1,606			202			1,404

Demand deposits		405,311									389,286
Other liabilities		26,429									28,809
Shareholders' equity		474,994									452,003

Total liabilities and shareholders' equity	$	4,913,786								$	4,885,294

Net interest income , tax equivalent					40,526									39,190					$	1,336			(195	)		1,531

Net interest spread								3.26	%								3.21	%

Net interest margin (net interest income to total interest earning assets)								3.35	%								3.26	%

Tax equivalent adjustment					(3	)								(11	)


Net interest income					40,523									39,179

Index

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 ($13.6) million in 2018 and ($5.4) million in 2017. 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									Nine months ended
	September 30, 2018									September 30, 2017

	Average			Interest			Average			Average			Interest			Average			Change in			Variance			Variance
(dollars in thousands)	Balance						Rate			Balance						Rate			Interest			Balance			Rate
																			Income/			Change			Change
Assets																			Expense

Securities available for sale:
U. S. government sponsored enterprises	$	155,434			2,324			1.99	%	$	139,629			1,667			1.59	%	$	657			203			454
Mortgage backed securities and collateralized mortgage obligations-residential		300,645			5,039			2.23	%		357,347			5,717			2.13	%		(678	)		(1,080	)		402
State and political subdivisions		494			30			8.14	%		736			41			7.43	%		(11	)		(17	)		6
Corporate bonds		30,384			485			2.13	%		42,272			458			1.44	%		27			(205	)		232
Small Business Administration-guaranteed participation securities		64,769			1,010			2.08	%		75,429			1,189			2.10	%		(179	)		(167	)		(12	)
Mortgage backed securities and collateralized mortgage obligations-commercial		3,651			37			1.34	%		10,003			66			0.88	%		(29	)		(67	)		38
Other		685			13			2.53	%		685			12			2.34	%		1			-			1

Total securities available for sale		556,062			8,938			2.14	%		626,101			9,150			1.95	%		(212	)		(1,333	)		1,121

Federal funds sold and other short-term Investments		521,470			6,909			1.77	%		635,450			4,900			1.03	%		2,009			(1,478	)		3,487

Held to maturity securities:
Corporate bonds		-			-			-	%		8,897			410			6.14	%		(410	)		(205	)		(205	)
Mortgage backed securities and collateralized mortgage obligations-residential		25,410			736			3.86	%		32,202			888			3.68	%		(152	)		(220	)		68

Total held to maturity securities		25,410			736			3.86	%		41,099			1,298			4.21	%		(562	)		(425	)		(137	)

Federal Reserve Bank and Federal Home Loan Bank stock		8,893			357			5.35	%		9,467			393			5.54	%		(36	)		(3	)		(33	)

Commercial loans		187,198			7,336			5.23	%		184,932			7,313			5.27	%		23			86			(63	)
Residential mortgage loans		3,214,950			99,123			4.11	%		2,969,363			92,910			4.17	%		6,213			8,301			(2,088	)
Home equity lines of credit		299,723			10,018			4.47	%		321,276			9,453			3.92	%		565			(957	)		1,522
Installment loans		8,831			644			9.75	%		8,117			563			9.25	%		81			50			31

Loans, net of unearned income		3,710,702			117,120			4.21	%		3,483,688			110,239			4.22	%		6,881			7,480			(598	)

Total interest earning assets		4,822,537			134,060			3.71	%		4,795,805			125,980			3.50	%		8,081			4,241			3,840

Allowance for loan losses		(44,573	)								(44,317	)
Cash & non-interest earning assets		123,134									129,384


Total assets	$	4,901,098								$	4,880,872


Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	899,319			331			0.05	%	$	840,322			371			0.06	%		(40	)		30			(70	)
Money market accounts		528,310			1,435			0.36	%		576,518			1,403			0.32	%		32			(171	)		203
Savings		1,255,245			1,256			0.13	%		1,280,473			1,300			0.14	%		(44	)		(28	)		(16	)
Time deposits		1,124,592			10,163			1.21	%		1,104,731			6,711			0.81	%		3,452			122			3,330

Total interest bearing deposits		3,807,466			13,185			0.46	%		3,802,044			9,785			0.34	%		3,400			(47	)		3,447
Short-term borrowings		202,412			918			0.61	%		226,447			1,043			0.61	%		(125	)		(111	)		(14	)

Total interest bearing liabilities		4,009,878			14,103			0.47	%		4,028,491			10,828			0.36	%		3,275			(158	)		3,433

Demand deposits		396,288									380,216
Other liabilities		28,062									27,880
Shareholders' equity		466,870									444,285

Total liabilities and shareholders' equity	$	4,901,098								$	4,880,872

Net interest income , tax equivalent					119,957									115,152					$	4,806			4,399			407

Net interest spread								3.24	%								3.14	%

Net interest margin (net interest income to total interest earning assets)								3.32	%								3.20	%

Tax equivalent adjustment					(10	)								(32	)


Net interest income					119,947									115,120

Index

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As detailed in the Annual Report to Shareholders as of December 31, 2017, 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 and nine‑month periods ended September 30, 2018 and 2017, the Company continues to respond to changes in interest rates in such a way that positions the Company to meet short term earning goals and also allows the Company to respond to changes in interest rates in the future. Consequently, for the third quarter of 2018, the Company had an average balance of Federal Funds sold and other short‑term investments of $486.6 million compared to $621.9 million in the third quarter of 2017. 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, 2017.

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 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 2, 2018

Index

Exhibits Index

Reg S‑K
Exhibit No.	Description

15	Crowe 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