Exhibit 13

graphic

TrustCo Bank Corp NY (the “Company,” or “TrustCo”) is a savings and loan holding company headquartered in Glenville, New York.  The Company is the largest financial services company headquartered in the Capital Region of New York State, and its principal subsidiary, Trustco Bank (the “Bank” or “Trustco”), operates 148 community banking offices and 162 Automatic Teller Machines throughout the Bank’s market areas.  The Company serves 5 states and 32 counties with a broad range of community banking services.

Financial Highlights

(dollars in thousands, except per share data)
 
Years ended December 31,
 
   
2019
   
2018
   
Percent Change
 
Income:
                 
Net interest income
 
$
155,807
   
$
160,686
     
(3.04
)%
Net Income
   
57,840
     
61,445
     
(5.87
)
Per Share:
                       
Basic earnings
   
0.597
     
0.637
     
(6.28
)
Diluted earnings
   
0.597
     
0.636
     
(6.13
)
Book value at period end
   
5.55
     
5.07
     
9.47
 
Average Balances:
                       
Assets
   
5,161,820
     
4,900,450
     
5.33
 
Loans, net
   
3,926,199
     
3,746,082
     
4.81
 
Deposits
   
4,409,060
     
4,206,577
     
4.81
 
Shareholders' equity
   
513,489
     
470,814
     
9.06
 
Financial Ratios:
                       
Return on average assets
   
1.12
%
   
1.25
%
   
(10.40
)
Return on average equity
   
11.26
     
13.05
     
(13.72
)
Consolidated tier 1 capital to:
                       
Total assets (leverage)
   
10.25
     
10.13
     
1.18
 
Risk-adjusted assets
   
18.99
     
18.79
     
1.06
 
Common equity tier 1 capital ratio
   
18.99
     
18.79
     
1.06
 
Total capital to risk-adjusted assets
   
20.24
     
20.05
     
0.95
 
Net loans charged off to average loans
   
0.0002
     
0.0002
     
-
 
Allowance for loan losses to nonperforming loans
   
2.12
x
   
1.79
x
   
18.44
 
Efficiency ratio*
   
56.13
%
   
53.97
%
   
4.00
 
Dividend Payout ratio
   
45.60
     
42.02
     
8.52
 

Per Share information of common stock

                         
Range of Stock
 
   
Basic
   
Diluted
   
Cash
   
Book
   
Price
 
   
Earnings
   
Earnings
   
Dividend
   
Value
   
High
   
Low
 
                                     
2019
                                   
First quarter
 
$
0.150
   
$
0.150
   
$
0.0681
   
$
5.18
   
$
8.60
   
$
6.91
 
Second quarter
   
0.152
     
0.151
     
0.0681
     
5.32
     
8.22
     
7.38
 
Third quarter
   
0.152
     
0.152
     
0.0681
     
5.42
     
8.34
     
7.48
 
Fourth quarter
   
0.143
     
0.143
     
0.0681
     
5.55
     
9.03
     
7.89
 
                                                 
2018
                                               
First quarter
 
$
0.154
   
$
0.153
   
$
0.0656
   
$
4.80
   
$
9.33
   
$
8.25
 
Second quarter
   
0.160
     
0.160
     
0.0656
     
4.87
     
9.35
     
8.35
 
Third quarter
   
0.157
     
0.157
     
0.0681
     
4.93
     
9.45
     
8.35
 
Fourth quarter
   
0.166
     
0.166
     
0.0681
     
5.07
     
8.53
     
6.51
 

*The Efficiency Ratio is determined by a method other than in accordance with generally accepted accounting principles (“GAAP”), which is presented in the Non-GAAP Financial Measures Reconciliation presented herein.

Page 1 of 98


Financial Highlights
1
   
President’s Message
3
   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4-32
   
Glossary of Terms
32-34
   
Management’s Report on Internal Control Over Financial Reporting
35
   
Report of Independent Registered Public Accounting Firm
36-38
   
Consolidated Financial Statements and Notes
39-87
   
Branch Locations
88-93
   
Officers and Board of Directors
94-95
   
General Information
96-97
   
Share Price Information
98

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

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President’s Message
Dear fellow shareholder:

Our company is now the “hometown bank” to more people than ever before.  Our team originated an impressive number of loans bank-wide in 2019 and our Florida region crossed a major mortgage milestone.  We now have over a billion dollars in loans in the great State of Florida.  We could not be more proud of the people who made this success possible and we could not be more pleased that this success is driving excellent shareholder value.

Investors increasingly are focused upon corporate sustainability.  This means different things to different people, but for us, the meaning is clear and the state of our achievement of it is readily ascertained.  Beginning in 1902, Trustco Bank built a venerable financial institution on a foundation of quality banking products delivered at a fair price.  Upon that solid foundation, and with the support of investors like yourselves, we constructed and refined an efficient and modern bank that remains committed to the same bedrock principles.  In other words, the means and methods have changed, but the heart of what we do has not.  By any definition, it is fair to call that sustainability.

To be specific on means and methods, we have improved and enhanced our technology from the platform through which we originate loans, to the teller platforms in our branches where we take deposits, to the mobile devices that enable our customers to easily integrate banking into their busy daily lives.  Importantly, all of this has been done with keen focus on data protection.  We have adapted the way we do business in order to sustain the core franchise.

And because we know these things are important to all of our stakeholders, we are making it easier to obtain up-to-date information about all of the many things that we do that enhance our sustainability.  I am pleased to unveil our new Corporate Sustainability page at www.trustcobank.com/sustainability.  There, you will be able to read about social and environmental initiatives such as our partnership with a local not-for-profit on financial literacy, our developing emergency savings initiative, our use of LED light bulbs, and our use and support of electric cars.  We also continue to enhance disclosure regarding our corporate governance in the Annual Proxy Statement.

As has always been the case, our people are our most valuable asset.  We are pleased to celebrate the diversity of a workforce that is truly reflective of the diverse communities that we serve through our network of nearly 150 branches in 5 states.  This year we have strengthened our employee tuition reimbursement program, enhanced our longevity recognition and reward program, and developed a new mentoring program, under my personal supervision, through which new assistant manager-level employees meet regularly for professional development with me and the company’s executive vice presidents.

The success of our sustainability efforts is evident in the financial reporting that follows.  Loans and deposits were both up in 2019 over 2018, non-performing assets declined over 15.8% during the same period, and we continue to enjoy the benefits of an excellent efficiency ratio. Furthermore, return on average equity was excellent in 2019 at 11.26%, while return on average assets also exceeded expectations given relevant economic factors in 2019 at 1.12%.

We are saddened this year by the loss of two long-time supporters of the bank, former directors Richard Murray and John Morris.  Also in 2019, we continued to build depth in our management team by promoting to Vice President Stacy Marble in our Operations Department, Jennifer Meadows, our Bank Secrecy Act Officer, and Adam Roselan our head of Marketing.  Please join me in wishing them long tenure and rewarding achievement.

Thank you for the trust you have placed in the Trustco team.  We look forward with great enthusiasm to the challenges of the new decade ahead and beyond.

Yours sincerely,

graphic

Robert J. McCormick
Chairman, President, and Chief Executive Officer
TrustCo Bank Corp NY

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial review which follows will focus on the factors affecting the financial condition and results of operations of TrustCo during 2019 and, in summary form, the two preceding years.  Unless otherwise indicated, net interest income and net interest margin are presented in this discussion on a non-GAAP, taxable equivalent basis.  Balances discussed are daily averages unless otherwise described.  The consolidated financial statements and related notes and the quarterly reports to shareholders for 2019 should be read in conjunction with this review.  Reclassifications of prior year data are made where necessary to conform to the current year’s presentation.

TrustCo made significant progress in 2019 despite a challenging operating environment and mixed economic conditions.  Among the key results for 2019, in management’s view:

Net income after taxes was $57.8 million or $0.597 diluted earnings per share in 2019;

Period-end loans were up $188 million for 2019 compared to the prior year;

Period-end deposits were up $176 million for 2019 compared to the prior year;

Nonperforming assets declined $4.2 million or 15.8% to $22.4 million from year-end 2018 to year-end 2019;

At 56.13%, the efficiency ratio remained better than our peer-group levels (see Non-GAAP Financial Measures Reconciliation), and;

The regulatory capital levels of both the Company and the Bank improved at December 31, 2019 relative to the prior year, and the Bank continues to meet the definition of “well capitalized” for regulatory purposes.

Management believes that the Company was able to achieve these accomplishments, despite a continued mixed economy and increased regulatory expectations, by executing its long term plan focused on traditional lending criteria and balance sheet management.  Achievement of specific business goals such as the continued expansion of loans and deposits, along with tight control of operating expenses and manageable levels of nonperforming assets, is fundamental to the long term success of the Company as a whole.

Return on average equity was 11.26% in 2019 compared to 13.05% in 2018, while return on average assets was 1.12% in 2019 as compared to 1.25% in 2018.

The economic and business environment generally improved during 2019 but remains mixed with various regions of the nation experiencing uneven growth or change during the year.  Real gross domestic product (“GDP”) increased at an annual rate of 2.1% during the third quarter of 2019, the latest available information, compared to annual growth in 2018 and 2017 when GDP increased by 2.5% and 2.2% respectively.  The annual growth rate for GDP remains below the range exhibited during the robust growth periods experienced during the 1980’s and 1990’s.  However GDP growth of approximately 2% is normally considered an expanding US market and consistent with the Federal Reserve Board’s target for economic expansion.  Equity markets had a very significant increase in 2019 with growth of 25.3% in the Down Jones Industrial Average compared to a negative 3.5% in 2018.  The S&P 500 likewise was up 33.1% in 2019 as trade and tariff negotiations continued alongside a backdrop of political uncertainty in the United States and the upcoming election season.  Continued uncertainty relative to the longevity of the current economic expansion and the potential for  recession hung over markets throughout the year.  Though neither came to pass the potential of such an outcome had a moderating impact on investors.  United States Treasuries continued to experience a significantly flat yield curve during 2019 compared to historical norms with short term yields ending 2019 at 1.55%, only 37bp behind the 10 year treasury yield at year end of 1.92%.  These yields were down from 2018 year end yields of 2.45% for the 3 month treasury and 2.69% for the 10 year treasury yields.  These rates are important to the banking industry because deposit rates tend to track the changes in the shorter term treasury markets and the mortgage loans products tend to track with the 10 year treasury yields.  Beginning 2019 the yield on the 2 year Treasury bond was 2.48% and decreased 90 basis points during the year to close 2019 at 1.58% whereas the 10 year Treasury bond began 2019 at 2.69% and closed the year down 77 basis points to 1.92% at year-end.  These rate changes have a significant implication to the broader economic cycle and reflect the Federal Reserve Board’s desire to decrease shorter term rates to help continue the economic expansion and provide for target levels of employment.
Page 4 of 98


The outlook for the United States economy is complicated by political uncertainties domestically and internationally, which has led to trade disruptions and anticipation of economic slowdowns.  Corporate profits for 2019 have continued to be enhanced as a result of the 2017 Tax Cuts and Jobs Act (“Tax Act”) which reduced the overall federal corporate tax rates on business operating in the United States.  Growth in business operations and expansion of corporate activities will be necessary for broad range increases in revenues and profits.

Employment increased and unemployment generally decreased during 2019 as workers reentered the workforce and companies expanded operations to accommodate economic growth and demand for their products and services.  The unemployment rate has reached historical lows, which is generally interpreted to mean that the economy has reached full employment, which in turn historically has been an indicator of increased wage pressure and increased inflation.  The Federal Reserve Board action to decrease short term rates is to help offset the impact of these potentially negative factors in the economy.

Generally, a steady increase in economic activities is viewed as a positive for the banking and finance industries as economic growth creates additional demand for company goods and services, which in turn result in increased revenues and profits.  TrustCo like most other banking organizations prices many of their liabilities (deposits and short term debt) off of the shorter end of the Treasury maturity curve.  The average for the 3 month treasury was 14bp higher in 2019 than in 2018 with the median yield of 2.17% in 2019 up 22bp over 2018.  These trends generally reflect an increase in the cost for deposit products that price off of the short term treasury market yields.  While at the same time the average yield of the 10 year treasury has decreased to 2.14% in 2019 down 77bp from 2018 when the average was 2.91%.  Generally longer term loans are priced consistent with the changes in the 10 year treasury markets.  The two trends – generally higher shorter term rates coupled with decreases in longer term rates – could continue to put pressure on banking margins in the future.  These two trends are somewhat mitigated by the year end results, which showed the spread between shorter term treasury yields and longer term treasury yields widening.  Should this continue, this would generally be positive for banking industry margins.

Management believes that TrustCo’s long term focus on traditional banking services has enabled the Company to avoid significant impact from asset quality problems, and the Company’s strong liquidity and solid capital positions have allowed the Company to continue to conduct business in a manner consistent with past practices.  While we continue to adhere to prudent underwriting standards, as a lender, we may be adversely impacted by general economic weaknesses and by a downturn in the housing markets in the areas we serve.

Tax Cuts and Jobs Act

The Tax Act made broad and complex changes to the U.S. tax code that affected our results in 2017, 2018 and 2019 and that will affect future periods.  Among the Tax Act’s changes is a reduction of the statutory corporate tax rate from 35% to 21%.  The lower tax rate will have a significant beneficial impact on the Company’s results going forward, but also resulted in the revaluation of net deferred tax assets on our balance sheet as of December 31, 2017, based on the lower tax rate.  Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.  Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled.  Deferred tax assets and liabilities are adjusted through income tax expense as changes in tax laws are enacted.  The rate reduction was effective January 1, 2018.  Included in results for the fourth quarter and full year 2017 is a reduction in the value of net deferred tax assets of $5.1 million, which was recorded as additional income tax expense for the quarter ended December 31, 2017.  This charge had a negative impact on reported net income, earnings per share, return on average equity and return on average assets for the quarter and year ended December 31, 2017.

Overview

2019 results were marked by continued growth in the Company’s loan portfolio.  The loan portfolio grew to a total of $4.06 billion, an increase of $188 million or 4.9% over the 2018 year-end balance.  Deposits ended 2019 at $4.45 billion, up from $4.27 billion the prior year-end.  The year-over-year increases in loans reflect the success the Company has had in attracting customers to the Bank.  Management believes that TrustCo’s success is predicated on providing core banking services to a wider number of customers and continuing to provide added services to existing customers where possible.  Growing the customer base should contribute to continued growth of loans and deposits, as well as net interest income and non-interest income.

TrustCo recorded net income of $57.8 million or $0.597 of diluted earnings per share for the year ended December 31, 2019, compared to $61.4 million or $0.636 of diluted earnings per share for the year ended December 31, 2018.  Net income before taxes was $76.5 million in 2019 compared to $79.7 million in 2018.

During 2019, the following had a significant effect on net income:

a decrease of $4.9 million in net interest income from 2018 to 2019 primarily as a result of a 0.37% growth in average interest bearing liabilities due to offering competitive shorter term time deposit and money market rates, partially offset by increases in interest income due to loan growth;
Page 5 of 98


a decrease of $1.2 million in the provision for loan losses to $159 thousand in 2019, and;
an increase in non-interest income of $510 thousand.

TrustCo performed well in comparison to its peers with respect to a number of key performance ratios during 2019 and 2018, including:

return on average equity of 11.26% for 2019 and 13.05% for 2018, compared to medians of 10.51% in 2019 and 10.43% in 2018 for a peer group comprised of all publicly traded banks and thrifts tracked by S&P Global Market Intelligence Financial with assets of $2 billion to $10 billion, and
an efficiency ratio, as calculated by S&P Global Market Intelligence, of 56.13% for 2019 and 53.97% for 2018, compared to the peer group medians of 57.84% in 2019 and 58.49% in 2018.  Note that the S&P calculation differs slightly from our calculation.

During 2019, TrustCo’s results were affected by the growth of deposits, strong loan growth and a shift in asset mix.  Despite the changes in the interest rate environment during 2019, the Company was able to continue to attract deposits.  On average for 2019, non-maturity deposits were 69.0% of total deposits, down from 73.8% in 2018 as a result of offering competitive shorter term time deposit rates.  Overall, the cost of interest bearing liabilities increased 37 basis points to 0.88% in 2019 as compared to 2018.  Average loan balances increased 4.8% from 2018 to 2019, while the total of short-term investments, available for sale securities and held to maturity securities increased 2.0%, resulting in average net loans growing to 78.2% of average earning assets in 2019 from 77.7% in 2018.  The Company has traditionally maintained a high liquidity position and taken a conservative stance in its investment portfolio through the use of relatively short-term securities.  The changing rate environment in 2019 resulted in maturing and called securities being reinvested, as noted, in loans as well as into a combination of Federal funds and bonds.  The Federal Reserve Board’s (“FRB”) continued accommodative monetary policy, along with steady economic growth domestically and low rates in other nations, were key drivers of the rate environment during 2019.  The 2007-2008 easing of monetary policy by the FRB included a particularly sharp reduction in the Federal Funds rate in 2008, from the 4.25% rate at the beginning of the year to a target range of 0.00% to 0.25% by year-end.  That target range was in place throughout most of 2016. The FRB changed the target range several times beginning in December of 2016, with the target range now at 1.50% to 1.75%.

As discussed previously, some market interest rates moved significantly during the course of 2019, with both shorter term and longer term rates decreasing versus year-end 2018.  Overall, trends in market rates caused a flattening of the yield curve, on average, during the year.  The average daily spread between the ten year Treasury and the two year Treasury was 17 basis points in 2019, down from an average of 38 basis points in 2018 and 93 basis points in 2017.  The spread increased later in the year, ending 2019 at 34 basis points.  A more positive slope in the yield curve is generally beneficial for the Company’s earnings derived from its core mix of loans and deposits.

The tables below illustrate the range of key Treasury bond interest rates during 2018 and 2019.

 
3 Month T
Bill (BEY)
Yield(%)
   
2 Year T
Note
Yield(%)
   
5 Year T
Note
Yield(%)
   
10 Year T
Note
Yield(%)
   
10 Year -
2 Year
Spread(%)
 
2019
                                       
Beginning of Year
   
2.45
     
2.48
     
2.51
     
2.69
     
0.21
 
Peak
   
2.49
     
2.62
     
2.62
     
2.79
     
0.34
 
Trough
   
1.52
     
1.39
     
1.32
     
1.47
     
(0.04
)
End of Year
   
1.55
     
1.58
     
1.69
     
1.92
     
0.34
 
Average
   
2.11
     
1.97
     
1.95
     
2.14
     
0.17
 
Median
   
2.17
     
1.83
     
1.84
     
2.07
     
0.17
 
                                         
2018
                                       
Beginning of Year
   
1.44
     
1.92
     
2.25
     
2.46
     
0.51
 
Peak
   
2.45
     
2.98
     
3.09
     
3.24
     
0.78
 
Trough
   
1.39
     
1.94
     
2.25
     
2.44
     
0.11
 
End of Year
   
2.45
     
2.48
     
2.51
     
2.69
     
0.21
 
Average
   
1.97
     
2.53
     
2.75
     
2.91
     
0.38
 
Median
   
1.95
     
2.56
     
2.76
     
2.90
     
0.33
 

Source: S&P Global Market Intelligence
Page 6 of 98


In addition to changes in interest rates, economic conditions have a significant impact on the allowance for loan losses.  The decrease in the provision for loan losses from $1.4 million in 2018 to $159 thousand in 2019 positively affected net income.  Net charge-offs decreased from $804 thousand in 2018 to $608 thousand in 2019.  Total nonperforming loans decreased $4.1million from 2018.  Details on nonperforming loans and net charge-offs are included in the notes to the financial statements.  The decline in the provision for loan losses is primarily a reflection of the improvement in the performance of the loan portfolio and economic conditions.

TrustCo focuses on providing high quality service to the communities served by its branch-banking network.  The financial results for the Company are influenced by economic events that affect those communities, as well as national economic trends, primarily interest rates, affecting the entire banking industry.

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

The Company continually looks for opportunities to open new offices each year by filling in or extending existing markets.  The Company has experienced continued growth in all markets as measured by the growth in deposit and loan balances.  All branches have the same products and features found at other Trustco Bank locations.  With a combination of competitive rates, excellent service and convenient locations, management believes that as branches mature, they will continue to attract deposit and loan customers.  As expected, some branches have grown more rapidly than others.  Generally, new bank branches continue to grow for years after being opened, although there is no specific time frame that could be characterized as typical.

Asset/Liability Management

In managing its balance sheet, TrustCo utilizes funding and capital sources within sound credit, investment, interest rate, and liquidity risk guidelines established by management and approved by the Board of Directors.  Loans and securities (including Federal Funds sold and other short-term investments) are the Company’s primary earning assets.  Average interest earning assets were 97.3% and 98.4% of average total assets for 2019 and for 2018 respectively.

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

TrustCo’s objectives in managing its balance sheet are to limit the sensitivity of net interest income to actual or potential changes in interest rates and to enhance profitability through strategies that should provide sufficient reward for predicted and controlled risk.  The Company is deliberate in its efforts to maintain adequate liquidity under prevailing and projected economic conditions and to maintain an efficient and appropriate mix of core deposit relationships.  The Company relies on traditional banking investment instruments and its large base of core deposits to help in asset/liability management.  Predicting the impact of changing rates on the Company’s net interest income and net fair value of its balance sheet is complex and subject to uncertainty for a number of reasons.  For example, in making a general assumption that rates will rise, a myriad of other assumptions regarding whether the slope of the yield curve remains the same or changes, whether the spreads of various loans, deposits and investments remain unchanged, widen or narrow and what changes occur in customer behavior all need to be made.  The Company routinely models various rate changes and monitors basis changes that may be incorporated into that modeling.

Interest Rates

TrustCo competes with other financial service providers based upon many factors including quality of service, convenience of operations and rates paid on deposits and charged on loans.  The absolute level of interest rates, changes in rates and customers’ expectations with respect to the direction of interest rates have a significant impact on the volume of loan and deposit originations in any particular year.

Interest rates have a significant impact on the operations and financial results of all financial services companies.  One of the most important interest rates used to control national economic policy is the “Federal Funds” rate.  This is the interest rate utilized within the banking system for overnight borrowings for institutions with the highest credit rating.  As noted previously, during 2007-2008 the FRB aggressively reduced the Federal Funds rate, including a decrease from 4.25% at the beginning of 2008 to a target range of 0.00% to 0.25% by the end of 2008.  The target range remained at that level until December 2016 when the range was increased to 0.25% to 0.50%.  Subsequent increases and decreases have resulted in the current range of 1.50% to 1.75%.
Page 7 of 98


The yield on the ten-year Treasury bond decreased by 77 basis points from 2.69% at the beginning of 2019 to the year-end level of 1.92%.  The rate on the ten year Treasury bond and other long-term interest rates have a significant influence on the rates offered for new residential real estate loans.  These changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and on other short-term instruments as well as the interest expense on deposits and borrowings.  Residential real estate loans and longer-term investments are most affected by the changes in longer term market interest rates such as the ten-year Treasury.  The Federal Funds sold portfolio and other short-term investments are affected primarily by changes in the Federal Funds target rate.  Deposit interest rates are most affected by short term market interest rates.  Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value.  Generally, as market interest rates decrease, the fair value of the securities will increase and the reverse is also generally applicable.  Interest rates on new residential real estate loan originations are also influenced by the rates established by secondary market participants such as Freddie Mac and Fannie Mae.  Because TrustCo is a portfolio lender and does not sell loans into the secondary market, the Company establishes rates that management determines are appropriate in light of the long-term nature of residential real estate loans while remaining competitive with the secondary market rates.  Higher market interest rates also generally increase the value of retail deposits.

The decrease in the Federal Funds target range had a negative impact on earnings on the Company’s cash position, the net effect of market changes in interest rates during 2019 was that yields earned on both the investment portfolios and loans remained quite low in 2019 relative to historic levels, while deposit costs, especially certificates of deposits, increased.

Earning Assets

Average earning assets during 2019 were $5.0 billion, which was an increase of $201.3 million from 2018.  This increase was the result of growth in the average balance of net loans of $180.1 million and securities available for sale of $43.0 million, offset by decreases of $17.9 million in Federal Funds sold and other short-term investments and $4.2 million in held-to-maturity securities between 2018 and 2019.  The increase in the loan portfolio is the result of a significant increase in residential mortgage loans, which more than offset net decreases in the other loan categories.  The increase in residential real estate loans is a result of a strategic focus on growth of this product throughout the Trustco Bank branch network through an effective marketing campaign and competitive rates and closing costs.

Total average assets were $5.2 billion for 2019 and $4.90 billion for 2018.

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

(dollars in thousands)
                   
2019
   
2018
   
Components of
 
                     
vs.
   
vs.
   
Total Earning Assets
 
   
2019
   
2018
   
2017
   
2018
   
2017
   
2019
   
2018
   
2017
 
Loans, net
 
$
3,926,199
     
3,746,082
     
3,514,900
     
180,117
     
231,182
     
78.1
%
   
77.7
     
73.4
 
                                                                 
Securities available for sale (1):
                                                               
U.S. government sponsored enterprises
   
156,292
     
155,381
     
139,652
     
911
     
15,729
     
3.1
     
3.2
     
2.9
 
State and political subdivisions
   
167
     
414
     
682
     
(247
)
   
(268
)
   
-
     
-
     
-
 
Mortgage-backed securities and collateralized mortgage obligations- residential
   
345,718
     
294,732
     
350,256
     
50,986
     
(55,524
)
   
6.9
     
6.1
     
7.3
 
Corporate bonds
   
34,637
     
30,310
     
41,946
     
4,327
     
(11,636
)
   
0.7
     
0.6
     
0.9
 
Small Business Administration-guaranteed participation securities
   
53,269
     
63,430
     
73,996
     
(10,161
)
   
(10,566
)
   
1.1
     
1.3
     
1.5
 
Mortgage-backed securities and collateralized mortgage obligations-commercial
   
-
     
2,769
     
9,963
     
(2,769
)
   
(7,194
)
   
-
     
0.1
     
0.2
 
Other
   
685
     
685
     
685
     
-
     
-
     
-
     
-
     
-
 
Total securities available for sale
   
590,768
     
547,721
     
617,180
     
43,047
     
(69,459
)
   
11.8
     
11.3
     
12.9
 
                                                                 
Held-to-maturity securities:
                                                               
Mortgage-backed securities and collateralized mortgage obligations
   
20,643
     
24,801
     
31,266
     
(4,158
)
   
(6,465
)
   
0.4
     
0.5
     
0.7
 
Corporate bonds
   
-
     
-
     
6,663
     
-
     
(6,663
)
   
-
     
-
     
0.1
 
Total held-to-maturity securities
   
20,643
     
24,801
     
37,929
     
(4,158
)
   
(13,128
)
   
0.4
     
0.5
     
0.8
 
                                                                 
Federal Reserve Bank and Federal Home Loan Bank stock
   
9,123
     
8,907
     
9,295
     
216
     
(388
)
   
0.2
     
0.2
     
0.2
 
Federal funds sold and other short-term investments
   
477,181
     
495,066
     
611,586
     
(17,885
)
   
(116,520
)
   
9.5
     
10.3
     
12.8
 
                                                                 
Total earning assets
 
$
5,023,914
     
4,822,577
     
4,790,890
     
201,337
     
31,687
     
100.0
%
   
100.0
     
100.0
 

(1) The average balances of securities available for sale are presented using amortized cost for these securities.

Loans

In 2019, the Company experienced another year of significant loan growth.  The $188.1 million increase in the Company’s gross loan portfolio from December 31, 2018 to December 31, 2019 was due to higher residential mortgage balances, which offset lower balances in other loan categories.  Average loans increased $180.1 million during 2019 to $3.93 billion.  Interest income on the loan portfolio increased to $166.6 million in 2019 from $158.3 million in 2018.  The average yield increased 1 basis point to 4.24% in 2019 compared to 2018.
Page 9 of 98


LOAN PORTFOLIO

(dollars in thousands)
 
As of December 31,
 
   
2019
   
2018
   
2017
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
181,635
     
4.5
%
 
$
183,598
     
4.7
%
 
$
176,385
     
4.9
%
Real estate - construction
   
28,532
     
0.7
     
26,717
     
0.7
     
30,946
     
0.9
 
Real estate - mortgage
   
3,573,106
     
87.9
     
3,362,539
     
86.8
     
3,111,397
     
85.6
 
Home equity lines of credit
   
267,922
     
6.6
     
289,540
     
7.5
     
308,916
     
8.5
 
Installment loans
   
11,001
     
0.3
     
11,702
     
0.3
     
8,763
     
0.2
 
Total loans
   
4,062,196
     
100.0
%
   
3,874,096
     
100.0
%
   
3,636,407
     
100.0
%
Less: Allowance for loan losses
   
44,317
             
44,766
             
44,170
         
Net loans (1)
 
$
4,017,879
           
$
3,829,330
           
$
3,592,237
         

 
Average Balances
 
   
2019
   
2018
   
2017
   
2016
   
2015
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
Commercial
 
$
176,165
     
4.5
%
 
$
175,814
     
4.7
%
 
$
175,596
     
5.0
%
 
$
186,800
     
5.6
%
 
$
195,265
     
6.0
%
Real estate - construction
   
27,728
     
0.7
     
26,717
     
0.7
     
26,616
     
0.8
     
23,645
     
0.7
     
29,101
     
0.9
 
Real estate - mortgage
   
3,433,683
     
87.4
     
3,236,631
     
86.5
     
2,985,870
     
84.9
     
2,779,451
     
83.0
     
2,647,265
     
81.8
 
Home equity lines of credit
   
277,905
     
7.1
     
297,678
     
7.9
     
318,660
     
9.1
     
350,004
     
10.5
     
354,718
     
11.0
 
Installment loans
   
10,718
     
0.3
     
9,242
     
0.2
     
8,158
     
0.2
     
8,424
     
0.3
     
8,457
     
0.3
 
                                                                                 
Total loans
   
3,926,199
     
100.0
%
   
3,746,082
     
100.0
%
   
3,514,900
     
100.0
%
   
3,348,324
     
100.0
%
   
3,234,806
     
100.0
%
Less: Allowance for loan losses
   
44,639
             
44,651
             
44,319
             
44,718
             
46,023
         
Net loans (1)
 
$
3,881,560
           
$
3,701,431
           
$
3,470,581
           
$
3,303,606
           
$
3,188,783
         
 
(1) Presented net of deferred direct loan origination fees and costs.

Through marketing, pricing and a customer-friendly service delivery network, TrustCo has attempted to distinguish itself from other mortgage lenders by highlighting the uniqueness of its loan products.  Specifically, low closing costs, no escrow or private mortgage insurance, quick loan decisions and fast closings were identified and marketed.  The fact that the Company holds mortgages in its loan portfolio rather than selling them into secondary markets was also highlighted.  The average balance of residential real estate mortgage loans was approximately $3.45 billion in 2019 and approximately $3.25 billion in 2018.  Income on real estate loans increased to $142.0 million in 2019 from $133.9 million in 2018.  The yield on the portfolio remained flat at 4.12% in 2018 and 2019.  The vast majority of TrustCo’s real estate loans are secured by properties within the Bank’s market area.

TrustCo does not make subprime loans or purchase investments collateralized by subprime loans.  A loan may be considered subprime for a number of reasons, but effectively subprime loans are loans where the certainty of repayment of principal and interest is lower than for a traditional prime loan due to the structure of the loan itself, the credit worthiness of the borrower, the underwriting standards of the lender or some combination of these.  For instance, adjustable loans underwritten at initial low “teaser” rates instead of the fully indexed rate and loans to borrowers with poor payment history would generally be classified as subprime.  Other than for its small credit card portfolio, TrustCo underwrites its loan originations in a traditional manner, focusing on key factors that have proven to result in good credit decisions, rather than relying on automated systems or basing decisions primarily on one factor, such as a borrower’s credit score.

Average commercial loans of $191.6 million in 2019 increased by $3.3 million from $188.4 million in 2018.  Average commercial loans included $17.9 million and $12.5 million of commercial real estate construction loans in 2019 and 2018, respectively.  The average yield on the commercial loan portfolio increased to 5.35% for 2019 from 5.26% in 2018, which, coupled with the higher average balance resulted in interest income on commercial loans of $10.2 million in 2019 compared to $9.9 million in 2018.

TrustCo’s commercial lending activities are focused on balancing the Company’s commitment to meeting the credit needs of businesses in its market areas with the necessity of managing its credit risk.  In accordance with these goals, the Company has consistently emphasized the origination of loans within its market area. TrustCo’s commercial loan portfolio contains no foreign loans, nor does it contain any significant concentrations of credit to any single borrower or industry.  The Capital Region commercial loan portfolio reflects the diversity of businesses found in the market area, including light manufacturing, retail, service, and real estate-related businesses.  Commercial loans made in the downstate New York market area and in the central Florida market area also reflect the businesses in those areas, with a focus on real estate.

TrustCo strives to maintain strong asset quality in all segments of its loan portfolio, especially commercial loans.  There is significant competition for commercial loans in the Bank’s market regions.

TrustCo has a strong position in the home equity credit line product in its market area.  During 2019, the average balance of home equity credit lines was $277.9 million, a decrease from $297.7 million in 2018.  Trustco Bank competes with both regional and national concerns for these lines of credit and faces stiff competition with respect to interest rates, closing costs, and customer service for these loans.  TrustCo continuously reviews changes made by competitors with respect to the home equity credit line product and adjusts its offerings to remain competitive while meeting evolving needs.  Changes in consumer behavior have resulted in this product being somewhat less popular in recent years.  TrustCo’s average yield on this portfolio was 4.88% for 2019 and 4.56% in 2018.  Interest income on home equity credit lines has remained flat at $13.6 million in 2018 and 2019.

Page 10 of 98


MATURITIES AND SENSITIVITIES OF LOANS TO CHANGE IN INTEREST RATES

(dollars in thousands)
 
December 31, 2019
 
         
After 1 Year
             
   
In 1 Year
   
But Within
   
After
       
   
or Less
   
5 Years
   
5 Years
   
Total
 
Commercial
 
$
36,160
     
61,169
     
84,306
     
181,635
 
Real estate construction
   
28,532
     
-
     
-
     
28,532
 
                                 
Total
   
64,692
     
61,169
     
84,306
     
210,167
 
                                 
Predetermined rates
   
21,808
     
61,169
     
84,306
     
167,283
 
Floating rates
   
42,884
     
-
     
-
     
42,884
 
                                 
Total
 
$
64,692
     
61,169
     
84,306
     
210,167
 

At December 31, 2019 and 2018, the Company had approximately $28.5 million and $26.7 million of real estate construction loans, respectively.  Of the $28.5 million in real estate construction loans at December 31, 2019, approximately $10.7 million were secured by first mortgages to residential borrowers with the remaining $17.8 million were loans to commercial borrowers for residential construction projects.  Of the $26.7 million in real estate construction loans at December 31, 2018, approximately $14.2 million were secured by first mortgages to residential borrowers while approximately $12.5 million were to commercial borrowers for residential construction projects.  The vast majority of the Company’s construction loans are in the Company’s New York market.

INVESTMENT SECURITIES

(dollars in thousands)
 
As of December 31,
 
   
2019
   
2018
   
2017
 
   
Amortized
   
Fair
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
   
Cost
   
Value
 
Securities available for sale:
                                   
U. S. government sponsored enterprises
 
$
104,895
     
104,512
     
154,868
     
152,160
     
139,890
     
137,851
 
State and political subdivisions
   
160
     
162
     
168
     
173
     
515
     
525
 
Mortgage backed securities and collateralized mortgage obligations-residential
   
388,537
     
389,517
     
271,386
     
262,032
     
320,614
     
315,983
 
Corporate bonds
   
30,164
     
30,436
     
30,048
     
29,938
     
40,270
     
40,162
 
Small Business Adminstration-guaranteed participation securities
   
48,991
     
48,511
     
58,376
     
56,475
     
68,921
     
67,059
 
Mortgage backed securities and collateralized mortgage obligations-commercial
   
-
     
-
     
-
     
-
     
9,810
     
9,700
 
Other
   
685
     
685
     
685
     
685
     
685
     
685
 
Total securities available for sale
   
573,432
     
573,823
     
515,531
     
501,463
     
580,705
     
571,965
 
Held to maturity securities:
                                               
Mortgage backed securities and collateralized mortgage obligations-residential
   
18,618
     
19,680
     
22,501
     
22,924
     
27,551
     
28,701
 
Total held to maturity securities
   
18,618
     
19,680
     
22,501
     
22,924
     
27,551
     
28,701
 
Total investment securities
 
$
592,050
     
593,503
     
538,032
     
524,387
     
608,256
     
600,666
 

Securities available for sale: The portfolio of securities available for sale is designed to provide a stable source of interest income and liquidity.  The portfolio is also managed by the Company to take advantage of changes in interest rates and is particularly important in providing greater flexibility in the current low interest rate environment.  The securities available for sale portfolio is managed under a policy detailing the types and characteristics acceptable in the portfolio.  Mortgage backed securities and collateralized mortgage obligations held in the portfolio include only pass-throughs issued by United States government agencies or sponsored enterprises.
Page 11 of 98


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

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

The designation of securities as “available for sale” is made at the time of purchase, based upon management’s intent and ability to hold the securities for an indefinite period of time.  These securities are available for sale in response to changes in market interest rates, related changes in prepayment risk, needs for liquidity, or changes in the availability of and yield on alternative investments.  At December 31, 2019 some securities in this portfolio had fair values that were less than the amortized cost due to changes in interest rates and market conditions and not related to the credit condition of the issuers.  At December 31, 2019, the Company did not intend to sell, and it is not likely that the Company will be required to sell these securities before market recovery.  Accordingly, at December 31, 2019 the Company did not consider any of the unrealized losses to be other than temporary.

At December 31, 2019, the carrying value of securities available for sale amounted to $573.8 million, compared to $501.5 million at year end 2018.  For 2019, the average balance of securities available for sale was $590.8 million with an average yield of 2.32%, compared to an average balance in 2018 of $547.7 million with an average yield of 2.16%.  The taxable equivalent income earned on the securities available for sale portfolio in 2018 was $11.8 million, compared to $13.7 million earned in 2019.

Securities available for sale are recorded at their fair value, with any unrealized gains or losses, net of taxes, recognized as a component of shareholders’ equity.  Average balances of securities available for sale are stated at amortized cost.  At December 31, 2019, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $2.8 million and gross unrealized losses of approximately $2.4 million.  At December 31, 2018, the fair value of TrustCo’s portfolio of securities available for sale carried gross unrealized gains of approximately $58 thousand and gross unrealized losses of approximately $14.1 million.  As previously noted, in both periods, unrealized losses were related to market interest rate levels and were not credit related.

Held to Maturity Securities: At December 31, 2019 the Company held $18.6 million of held to maturity securities, compared to $22.5 million at December 31, 2018.  For 2019, the average balance of held to maturity securities was $20.6 million, compared to $24.8 million in 2018.  Similar to securities available for sale, cash flow from these securities has been reinvested in higher yielding assets, such as loans, or temporarily held in Federal Funds sold and other short term investments to fund future loan growth or future investment opportunities.  The average yield on held to maturity securities decreased slightly from 3.88% in 2018 to 3.86% in 2019 as the mix within the portfolio changed due primarily to normal paydowns and prepayments on the mortgage-backed securities held in the portfolio.  Interest income on held to maturity securities declined from $962 thousand in 2018 to $797 thousand in 2019, reflecting the decline in average balances.  Held to maturity securities are recorded at amortized cost.  The fair value of these securities as of December 31, 2019 was $19.7 million.

The designation of securities as “held to maturity” is made at the time of purchase, based upon management’s intent and ability to hold the securities until final maturity.  At December 31, 2019 there were no unrecognized losses on securities in this portfolio.

Securities Gains: During 2019, 2018 and 2017, TrustCo did not recognize any net gains from securities transactions.  There were no sales or transfers of held to maturity securities in 2019, 2018 and 2017.

TrustCo has not invested in any exotic investment products such as interest rate swaps, forward placement contracts, or other instruments commonly referred to as derivatives.  In addition, the Company has not invested in securities backed by subprime mortgages or in collateralized debt obligations (CDOs).  By actively managing a portfolio of high quality securities, TrustCo believes it can meet the objectives of asset/liability management and liquidity, while at the same time producing a reasonably predictable earnings stream.
Page 12 of 98


SECURITIES PORTFOLIO MATURITY DISTRIBUTION AND YIELD

(dollars in thousands)
 
As of December 31, 2019
 
   
Maturing:
 
         
After 1
   
After 5
             
   
Within
   
But Within
   
But Within
   
After
       
Debt securities available for sale:
 
1 Year
   
5 Years
   
10 Years
   
10 Years
   
Total
 
                               
U. S. government sponsored enterprises
                             
Amortized cost
 
$
-
     
84,895
     
20,000
     
-
     
104,895
 
Fair Value
   
-
     
84,653
     
19,859
     
-
     
104,512
 
Weighted average yield
   
-
%
   
1.65
     
3
     
-
     
1.85
 
State and political subdivisions
                                       
Amortized cost
 
$
7
     
135
     
18
     
-
     
160
 
Fair Value
   
7
     
137
     
18
     
-
     
162
 
Weighted average yield
   
5.23
%
   
5.19
     
5.27
     
-
     
5.22
 
Mortgage backed securities and collateralized mortgage obligations-residential
                                       
Amortized cost
 
$
-
     
317,752
     
7,726
     
63,060
     
388,538
 
Fair Value
   
-