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 ~~June~~September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

Commission File Number 0-10592

TRUSTCO BANK CORP NY

(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code:

(518) 377-3311

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, $1.00 par value	TRST	Nasdaq Global Select Market

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

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

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐

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

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

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

Common Stock	Number of Shares Outstanding as of ~~July~~October 31, 2020
$1 Par Value	96,432,657

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 ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019	3

	Consolidated Statements of Comprehensive Income for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019	4

	Consolidated Statements of Financial Condition as of ~~June~~September 30, 2020 and December 31, 2019	5

	Consolidated Statements of Changes in Shareholders’ Equity for the ~~three-month~~three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019	6

	Consolidated Statements of Cash Flows for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019	7

	Notes to Consolidated Interim Financial Statements	~~8 – 40~~8–39

	Report of Independent Registered Public Accounting Firm	4140

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	~~42 – 66~~41–65

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6766

Item 4.	Controls and Procedures	6766

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	6867

Item 1A.	Risk Factors	6867

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6867

Item 3.	Defaults Upon Senior Securities	6967

Item 4.	Mine Safety	6967

Item 5.	Other Information	6967

Item 6.	Exhibits	6968

Index

TRUSTCO BANK CORP NY

Consolidated ~~Consolidated~~ Statements of Income (Unaudited)

(dollars in thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,					Three months ended September 30,					Nine months ended September 30,
	2020			2019			2020		2019			2020			2019		2020		2019

Interest and dividend income:
Interest and fees on loans	$	41,665			41,432			83,728		82,685		$	41,330			41,923		125,058		124,608
Interest and dividends on securities available for sale:
U. S. government sponsored enterprises		106			821			527		1,604			14			996		541		2,600
State and political subdivisions		2			3			3		4			1			2		4		6
Mortgage-backed securities and collateralized mortgage obligations		1,527			2,152			3,640		3,707
Mortgage-backed securities and collateralized mortgage obligations - residential													1,319			2,178		4,959		5,885
Corporate bonds		488			272			726		480			646			321		1,372		801
Small Business Administration-guaranteed participation securities		229			289			474		586			216			282		690		868
Other securities		5			5			11		10			5			6		16		16
Total interest and dividends on securities available for sale		2,357			3,542			5,381		6,391			2,201			3,785		7,582		10,176

Interest on held to maturity securities:
Mortgage-backed securities and collateralized mortgage obligations-residential		162			209			337		426			138			187		475		613
Total interest on held to maturity securities		162			209			337		426			138			187		475		613

Federal Reserve Bank and Federal Home Loan Bank stock		192			199			274		284			77			81		351		365
Interest on federal funds sold and other short-term investments		193			3,282			1,460		6,291			242			2,552		1,702		8,843
Total interest income		44,569			48,664			91,180		96,077			43,988			48,528		135,168		144,605

Interest expense:
Interest on deposits:
Interest-bearing checking		26			94			42		215			55			52		97		267
Savings accounts		166			367			399		744			161			323		560		1,067
Money market deposit accounts		862			1,119			1,958		1,945			637			1,177		2,595		3,122
Time deposits		5,599			7,512			11,990		13,488			4,749			7,974		16,739		21,462
Interest on short-term borrowings		235			381			557		762			221			359		778		1,121
Total interest expense		6,888			9,473			14,946		17,154			5,823			9,885		20,769		27,039

Net interest income		37,681			39,191			76,234		78,923			38,165			38,643		114,399		117,566
Provision (Credit) for loan losses		2,000			(341	)		4,000		(41	)		1,000			0		5,000		(41	)
Net interest income after provision for loan losses		35,681			39,532			72,234		78,964			37,165			38,643		109,399		117,607

Noninterest income:
Trustco financial services income		1,368			1,683			2,968		3,416			1,784			1,517		4,752		4,933
Fees for services to customers		1,807			2,611			4,122		5,131			2,292			2,602		6,414		7,733
Net gain on securities transactions		-			-			1,155		-			0			0		1,155		0
Other		251			620			515		1,004			265			806		780		1,810
Total noninterest income		3,426			4,914			8,760		9,551			4,341			4,925		13,101		14,476

Noninterest expenses:
Salaries and employee benefits		11,648			11,711			23,021		23,162			10,899			11,725		33,920		34,887
Net occupancy expense		4,385			4,006			8,691		8,173			4,277			4,094		12,968		12,267
Equipment expense		1,606			1,709			3,408		3,611			1,607			1,689		5,015		5,300
Professional services		1,182			1,568			2,663		3,218			1,311			1,507		3,974		4,725
Outsourced services		1,875			1,875			3,950		3,800			1,875			1,875		5,825		5,675
Advertising expense		601			778			1,089		1,563			305			494		1,394		2,057
FDIC and other insurance		609			598			903		1,246			660			282		1,563		1,528
Other real estate (income) expense, net		(32	)		210			162		186			(115	)		33		47		219
Other		2,058			2,447			4,313		4,810			1,855			2,371		6,168		7,181
Total noninterest expenses		23,932			24,902			48,200		49,769			22,674			24,070		70,874		73,839

Income before taxes		15,175			19,544			32,794		38,746			18,832			19,498		51,626		58,244
Income taxes		3,921			4,877			8,227		9,521			4,761			4,790		12,988		14,311

Net income	$	11,254			14,667		$	24,567		29,225		$	14,071			14,708	$	38,638		43,933

Net income per share:
- Basic	$	0.117			0.152		$	0.254		0.302		$	0.146			0.152	$	0.400		0.454

- Diluted	$	0.117			0.151		$	0.254		0.302		$	0.146			0.152	$	0.400		0.453

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Comprehensive Income (Unaudited)

(dollars in thousands)

	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
	2020			2019			2020			2019			2020			2019			2020			2019

Net income	$	11,254			14,667			24,567			29,225		$	14,071			14,708			38,638			43,933

Net unrealized holding gain (loss) on securities available for sale		927			7,177			11,659			11,767
Net unrealized holding (loss) gain on securities available for sale														(267	)		2,418			11,392			14,185
Reclassification adjustments for net gain recognized in income		-			-			(1,155	)		-			0			0			(1,155	)		0
Tax effect		(242	)		(1,864	)		(2,729	)		(3,058	)		69			(628	)		(2,660	)		(3,686	)

Net unrealized gain on securities available for sale, net of tax		685			5,313			7,775			8,709
Net unrealized (loss) gain on securities available for sale, net of tax														(198	)		1,790			7,577			10,499


Amortization of net actuarial gain		(143	)		(20	)		(309	)		(68	)		(222	)		(35	)		(531	)		(103	)
Amortization of prior service (credit) cost		(49	)		(82	)		(98	)		(167	)
Amortization of prior service credit														(49	)		(83	)		(147	)		(250	)
Tax effect		51			26			107			61			70			31			177			92
Amortization of net actuarial gain and prior service credit on pension and postretirement plans, net of tax		(141	)		(76	)		(300	)		(174	)		(201	)		(87	)		(501	)		(261	)

Other comprehensive income, net of tax		544			5,237			7,475			8,535
Other comprehensive (loss) income, net of tax														(399	)		1,703			7,076			10,238
Comprehensive income	$	11,798			19,904			32,042			37,760		$	13,672			16,411			45,714			54,171

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share data)

	June 30, 2020			December 31, 2019			September 30, 2020			December 31, 2019
ASSETS:

Cash and due from banks	$	44,726			48,198		$	47,703			48,198

Federal funds sold and other short term investments		908,110			408,648			908,616			408,648
Total cash and cash equivalents		952,836			456,846			956,319			456,846

Securities available for sale		432,702			573,823			454,743			573,823

Held to maturity securities (fair value 2020 $17,878; 2019 $19,680)		16,633			18,618
Held to maturity securities (fair value 2020 $16,343; 2019 $19,680)								15,094			18,618

Federal Reserve Bank and Federal Home Loan Bank stock		5,506			9,183			5,506			9,183

Loans, net of deferred net costs		4,177,561			4,062,196			4,214,555			4,062,196
Less:
Allowance for loan losses		48,144			44,317			49,123			44,317
Net loans		4,129,417			4,017,879			4,165,432			4,017,879

Bank premises and equipment, net		34,042			34,622			34,417			34,622
Operating lease right-of-use assets		48,712			51,475			47,174			51,475
Other assets		57,155			58,876			57,244			58,876

Total assets	$	5,677,003			5,221,322		$	5,735,929			5,221,322

LIABILITIES:
Deposits:
Demand	$	612,960			463,858		$	635,345			463,858
Interest-bearing checking		1,001,592			875,672			1,024,290			875,672
Savings accounts		1,191,682			1,113,146			1,235,259			1,113,146
Money market deposit accounts		666,304			599,163			699,132			599,163
Time deposits		1,392,769			1,398,177			1,305,024			1,398,177
Total deposits		4,865,307			4,450,016			4,899,050			4,450,016

Short-term borrowings		177,278			148,666			193,455			148,666
Operating lease liabilities		53,710			56,553			52,125			56,553
Accrued expenses and other liabilities		27,287			27,830			30,771			27,830

Total liabilities		5,123,582			4,683,065			5,175,401			4,683,065

SHAREHOLDERS' EQUITY:
Capital stock par value $1; 150,000,000 shares authorized; 100,204,832 and 100,204,832 shares issued at June 30, 2020 and December 31, 2019, respectively		100,205			100,205
Capital stock par value $1; 150,000,000 shares authorized; 100,204,832 and 100,204,832 shares issued at September 30, 2020 and December 31, 2019, respectively								100,205			100,205
Surplus		176,437			176,427			176,441			176,427
Undivided profits		299,239			288,067			306,741			288,067
Accumulated other comprehensive loss, net of tax		11,936			4,461
Treasury stock at cost - 3,772,175 and 3,283,175 shares at June 30, 2020 and December 31, 2019, respectively		(34,396	)		(30,903	)
Accumulated other comprehensive income, net of tax								11,537			4,461
Treasury stock at cost - 3,772,175 and 3,283,175 shares at September 30, 2020 and December 31, 2019, respectively								(34,396	)		(30,903	)

Total shareholders' equity		553,421			538,257			560,528			538,257

Total liabilities and shareholders' equity	$	5,677,003			5,221,322		$	5,735,929			5,221,322

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Changes in ~~Shareholders'~~Shareholders’ Equity (Unaudited)

(dollars in thousands, except per share data)

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

Beginning balance, January 1, 2019	$	100,175		176,710			256,397			(10,309	)		(33,102	)		489,871		$	100,175		176,710			256,397			(10,309	)		(33,102	)		489,871
Net income		-		-			14,558			-			-			14,558			0		0			14,558			0			0			14,558
Other comprehensive income, net of tax		-		-			-			3,298			-			3,298			0		0			0			3,298			0			3,298
Stock options exercised (5,100 shares)		5		30			-			-			-			35			5		30			0			0			0			35
Cash dividend declared, $0.068125 per share		-		-			(6,591	)		-			-			(6,591	)		0		0			(6,591	)		0			0			(6,591	)
Purchase of treasury stock (4,131 shares)		-		-			-			-			(35	)		(35	)		0		0			0			0			(35	)		(35	)
Sale of treasury stock (86,297 shares)		-		(218	)		-			-			812			594			0		(218	)		0			0			812			594
Stock based compensation expense		-		(12	)		-			-			-			(12	)		0		(12	)		0			0			0			(12	)

Ending balance, March 31, 2019	$	100,180		176,510			264,364			(7,011	)		(32,325	)		501,718		$	100,180		176,510			264,364			(7,011	)		(32,325	)		501,718
Net income		-		-			14,667			-			-			14,667			0		0			14,667			0			0			14,667
Other comprehensive income, net of tax		-		-			-			5,237			-			5,237			0		0			0			5,237			0			5,237
Cash dividend declared, $0.068125 per share		-		-			(6,598	)		-			-			(6,598	)		0		0			(6,598	)		0			0			(6,598	)
Sale of treasury stock (76,443 shares)		-		(120	)		-			-			720			600			0		(120	)		0			0			720			600
Stock based compensation expense		-		6			-			-			-			6			0		6			0			0			0			6

Ending balance, June 30, 2019	$	100,180		176,396			272,433			(1,774	)		(31,605	)		515,630		$	100,180		176,396			272,433			(1,774	)		(31,605	)		515,630
Net income																			0		0			14,708			0			0			14,708
Other comprehensive income, net of tax																			0		0			0			1,703			0			1,703
Cash dividend declared, $0.068125 per share																			0		0			(6,599	)		0			0			(6,599	)
Stock options exercised (19,850 shares)																			20		98			0			0			0			118
Sale of treasury stock (74,656 shares)																			0		(105	)		0			0			702			597
Stock based compensation expense																			0		6			0			0			0			6

Ending balance, September 30, 2019																		$	100,200		176,395			280,542			(71	)		(30,903	)		526,163

Beginning balance, January 1, 2020	$	100,205		176,427			288,067			4,461			(30,903	)		538,257		$	100,205		176,427			288,067			4,461			(30,903	)		538,257
Net income		-		-			13,313			-			-			13,313			0		0			13,313			0			0			13,313
Other comprehensive income, net of tax		-		-			-			6,931			-			6,931			0		0			0			6,931			0			6,931
Cash dividend declared, $0.068125 per share		-		-			(6,827	)		-			-			(6,827	)		0		0			(6,827	)		0			0			(6,827	)
Purchase of treasury stock (489,000 shares)		-		-			-			-			(3,493	)		(3,493	)		0		0			0			0			(3,493	)		(3,493	)
Stock based compensation expense		-		4			-			-			-			4			0		4			0			0			0			4

Ending balance, March 31, 2020	$	100,205		176,431			294,553			11,392			(34,396	)		548,185		$	100,205		176,431			294,553			11,392			(34,396	)		548,185
Net income		-		-			11,254			-			-			11,254			0		0			11,254			0			0			11,254
Other comprehensive income, net of tax		-		-			-			544			-			544			0		0			0			544			0			544
Cash dividend declared, $0.068125 per share		-		-			(6,568	)		-			-			(6,568	)		0		0			(6,568	)		0			0			(6,568	)
Stock based compensation expense		-		6			-			-			-			6			0		6			0			0			0			6

Ending balance, June 30, 2020	$	100,205		176,437			299,239			11,936			(34,396	)		553,421		$	100,205		176,437			299,239			11,936			(34,396	)		553,421
Net income																			0		0			14,071			0			0			14,071
Other comprehensive income, net of tax																			0		0			0			(399	)		0			(399	)
Cash dividend declared, $0.068125 per share																			0		0			(6,569	)		0			0			(6,569	)
Stock based compensation expense																			0		4			0			0			0			4

Ending balance, September 30, 2020																		$	100,205		176,441			306,741			11,537			(34,396	)		560,528

See accompanying notes to unaudited consolidated interim financial statements.

Index

TRUSTCO BANK CORP NY

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

	Six months ended June 30,						Nine months ended September 30,
	2020			2019			2020			2019

Cash flows from operating activities:
Net income	$	24,567			29,225		$	38,638			43,933

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,989			1,982			3,003			2,958
Amortization of right-of-use asset		3,050			2,941			4,588			4,420
Net gain on sale of other real estate owned		(158	)		(465	)		(332	)		(686	)
Writedown of other real estate owned		103			276			120			294
Provision (credit) for loan losses		4,000			(41	)		5,000			(41	)
Deferred tax (benefit) expense		(342	)		660			(1,199	)		844
Net amortization of securities		1,880			1,313			2,703			2,128
Stock based compensation expense		10			(6	)		14			0
Net gain on sale of bank premises and equipment		-			(2	)		0			(3	)
Net gain on sales of securities		(1,155	)		-			(1,155	)		0
Decrease in taxes receivable		957			1,038			570			1,903
Increase in interest receivable		(733	)		(996	)		(180	)		(397	)
(Decrease) increase in interest payable		(432	)		528			(682	)		510
Increase in other assets		(1,127	)		(1,647	)		(1,201	)		(2,669	)
Decrease in operating lease liabilities		(3,130	)		(2,983	)		(4,715	)		(4,489	)
Decrease in accrued expenses and other liabilities		(1,137	)		(1,469	)
Increase in accrued expenses and other liabilities								2,734			1,066
Total adjustments		3,775			1,129			9,268			5,838
Net cash provided by operating activities		28,342			30,354			47,906			49,771

Cash flows from investing activities:
Proceeds from sales and calls of securities available for sale		183,835			44,450			226,886			101,306
Proceeds from calls and maturities of held to maturity securities		1,904			1,754			3,398			2,665
Purchases of securities available for sale		(37,854	)		(176,045	)		(103,991	)		(260,466	)
Proceeds from maturities of securities available for sale		5,000			10,052			5,000			10,052
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock		(380	)		(230	)		(380	)		(230	)
Proceeds from redemption of Federal Reserve Bank stock		4,057			-			4,057			0
Net increase in loans		(115,972	)		(35,385	)		(152,987	)		(115,120	)
Proceeds from dispositions of other real estate owned		1,238			1,951			1,802			3,159
Proceeds from dispositions of bank premises and equipment		-			2			0			3
Purchases of bank premises and equipment		(1,409	)		(1,346	)		(2,798	)		(2,432	)
Net cash provided by (used in) investing activities		40,419			(154,797	)
Net cash used in investing activities								(19,013	)		(261,063	)

Cash flows from financing activities:
Net increase in deposits		415,291			188,020			449,034			186,920
Net increase (decrease) in short-term borrowings		28,612			4,853			44,789			(10,798	)
Proceeds from exercise of stock options		-			35			0			153
Proceeds from sale of treasury stock		-			1,194			0			1,791
Purchases of treasury stock		(3,493	)		(35	)		(3,493	)		(35	)
Dividends paid		(13,181	)		(13,178	)		(19,750	)		(19,771	)
Net cash provided by financing activities		427,229			180,889			470,580			158,260
Net increase in cash and cash equivalents		495,990			56,446
Net increase (decrease) in cash and cash equivalents								499,473			(53,032	)
Cash and cash equivalents at beginning of period		456,846			503,709			456,846			503,709
Cash and cash equivalents at end of period	$	952,836			560,155		$	956,319			450,677

Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest paid	$	15,378			16,626		$	21,451			26,529
Income taxes paid		6,887			8,332			12,274			12,263
Other non cash items:
Transfer of loans to other real estate owned		434			2,712			434			3,501
Increase in dividends payable		214			11			214			17
Change in unrealized gain on securities available for sale-gross of deferred taxes		10,504			11,767			10,237			14,185
Change in deferred tax effect on unrealized (gain) loss on securities available for sale		(2,729	)		(3,058	)
Amortization of net actuarial gain and prior service cost on pension and postretirement plans		(407	)		(235	)
Change in deferred tax effect on unrealized gain on securities available for sale								(2,660	)		(3,686	)
Amortization of net actuarial gain and prior service credit on pension and postretirement plans								(678	)		(353	)
Change in deferred tax effect of amortization of net actuarial gain postretirement benefit plans		107			61			177			92

See accompanying notes to unaudited consolidated interim financial statements.

Index

(1) Financial Statement Presentation

The unaudited Consolidated Interim Financial Statements of TrustCo Bank Corp NY (the “Company” or “TrustCo”) include the accounts of the Company’s principal subsidiary, Trustco Bank (also referred to as the “Bank”) and other 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 ~~six~~nine months ended ~~June~~September 30, 2020 is not necessarily indicative of the results that may be expected for the year ending December 31, 2020, 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 ~~June~~ September 30, 2020~~30,2020,~~, the results of operations for the three and ~~six~~nine months ended ~~June~~ September 30,2020 and 2019~~2019,~~, and the cash flows for the ~~six~~nine months ended ~~June~~ September 30,2020 and 2019~~2019.~~. The accompanying ~~unaudited~~ Consolidated Interim Financial Statements should be read in conjunction with the Company’s year-end ~~audited~~ Consolidated Financial Statements, including notes thereto, which are included in the Company's Annual Report on Form 10-K10-K for the year ended December 31, 2019~~31,2019.~~. The accompanying ~~Consolidated Financial Statements~~consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q10-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 ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 is as follows:

(in thousands, except per share data)	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,				For the nine months ended September 30,
	2020		2019		2020		2019		2020		2019		2020		2019

Net income	$	11,254		14,667	$	24,567		29,225	$	14,071		14,708	$	38,638		43,933
Weighted average common shares		96,433		96,822		96,580		96,784		96,433		96,907		96,531		96,825
Stock Options		4		69		13		73		4		70		14		72
Weighted average common shares including potential dilutive shares		96,437		96,891		96,593		96,857		96,437		96,977		96,545		96,897

Basic EPS	$	0.117		0.152	$	0.254		0.302	$	0.146		0.152	$	0.400		0.454

Diluted EPS	$	0.117		0.151	$	0.254		0.302	$	0.146		0.152	$	0.400		0.453

For the three and ~~six~~nine months ended ~~June~~ September 30,2020 and 2019 the weighted average antidilutive stock options excluded from dilutive earnings were approximately 452 thousand and -0-, respectively. The stock options are antidilutive because the strike price is greater than the average fair value of the Company’s common stock for the periods presented.

Index

(3) Benefit Plans

The table below outlines the components of the Company's net periodic benefit recognized during the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 for its pension and other postretirement benefit plans:

	Three months ended June 30,												Three months ended September 30,
	Pension Benefits						Other Postretirement Benefits						Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2020			2019			2020			2019			2020			2019			2020			2019

Service cost	$	7			13			21			14		$	9			10			15			17
Interest cost		272			307			58			60			269			311			40			60
Expected return on plan assets		(691	)		(654	)		(296	)		(247	)		(755	)		(702	)		(296	)		(248	)
Amortization of net loss (gain)		5			30			(148	)		(50	)		(5	)		14			(217	)		(49	)
Amortization of prior service cost		-			-			(49	)		(82	)
Amortization of prior service credit														0			0			(49	)		(83	)
Net periodic benefit	$	(407	)		(304	)		(414	)		(305	)	$	(482	)		(367	)		(507	)		(303	)

	Six months ended June 30,												Nine months ended September 30,
	Pension Benefits						Other Postretirement Benefits						Pension Benefits						Other Postretirement Benefits
(dollars in thousands)	2020			2019			2020			2019			2020			2019			2020			2019

Service cost	$	19			21			40			32		$	28			31			55			49
Interest cost		538			622			112			120			807			933			152			180
Expected return on plan assets		(1,510	)		(1,406	)		(592	)		(495	)		(2,265	)		(2,108	)		(887	)		(743	)
Amortization of net loss (gain)		5			30			(314	)		(98	)		0			44			(531	)		(147	)
Amortization of prior service cost		-			-			(98	)		(167	)
Amortization of prior service credit														0			0			(147	)		(250	)
Net periodic benefit	$	(948	)		(733	)		(852	)		(608	)	$	(1,430	)		(1,100	)		(1,358	)		(911	)

The Company does not expect to make contributions to its pension and postretirement benefit plans in 2020. As of ~~June~~September 30, 2020, 0 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:

	June 30, 2020								September 30, 2020
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	-		-		-		-	$	30,000		3		7		29,996
State and political subdivisions		110		1		-		111		110		1		0		111
Mortgage backed securities and collateralized mortgage obligations - residential		323,203		8,279		13		331,469		301,490		8,369		91		309,768
Corporate bonds		53,094		1,542		197		54,439		69,231		1,048		166		70,113
Small Business Administration - guaranteed participation securities		44,715		1,283		-		45,998		42,599		1,471		0		44,070
Other		685		-		-		685		685		0		0		685

Total Securities Available for Sale	$	421,807		11,105		210		432,702	$	444,115		10,892		264		454,743

	December 31, 2019								December 31, 2019
(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

U.S. government sponsored enterprises	$	104,895		36		419		104,512	$	104,895		36		419		104,512
State and political subdivisions		160		2		-		162		160		2		0		162
Mortgage backed securities and collateralized mortgage obligations - residential		388,537		2,406		1,426		389,517		388,537		2,406		1,426		389,517
Corporate bonds		30,164		367		95		30,436		30,164		367		95		30,436
Small Business Administration - guaranteed participation securities		48,991		-		480		48,511		48,991		0		480		48,511
Other		685		-		-		685		685		0		0		685

Total securities available for sale	$	573,432		2,811		2,420		573,823	$	573,432		2,811		2,420		573,823

The following table distributes the debt securities included in the available for sale portfolio as of ~~June~~ September 30, 2020~~30,2020,~~, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due in one year or less	$	15,124		15,267	$	18,563		18,747
Due in one year through five years		38,747		39,950		81,445		82,140
Due after five years through ten years		18		18		18		18
Mortgage backed securities and collateralized mortgage obligations		323,203		331,469
Mortgage backed securities and collateralized mortgage obligations - residential						301,490		309,768
Small Business Administration - guaranteed participation securities		44,715		45,998		42,599		44,070
	$	421,807		432,702	$	444,115		454,743

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:

	June 30, 2020												September 30, 2020
	Less than 12 months				12 months or more				Total				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		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss

U.S. government sponsored enterprises													$	9,993		7		0		0		9,993		7
Mortgage backed securities and collateralized mortgage obligations - residential	$	3,230		13		-		-		3,230		13		20,096		91		0		0		20,096		91
Corporate bonds		-		-		4,803		197		4,803		197		15,723		103		4,937		63		20,660		166

Total	$	3,230		13		4,803		197		8,033		210	$	45,812		201		4,937		63		50,749		264

	December 31, 2019												December 31, 2019
	Less than 12 months				12 months or more				Total				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		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss		Fair Value		Gross Unreal. Loss

U.S. government sponsored enterprises	$	19,820		180		74,656		239		94,476		419	$	19,820		180		74,656		239		94,476		419
Mortgage backed securities and collateralized mortgage obligations - residential		67,322		446		169,169		980		236,491		1,426		67,322		446		169,169		980		236,491		1,426
Corporate bonds		4,905		95		-		-		4,905		95		4,905		95		0		0		4,905		95
Small Business Administration - guaranteed participation securities		48,510		480		-		-		48,510		480		48,510		480		0		0		48,510		480

Total	$	140,557		1,201		243,825		1,219		384,382		2,420	$	140,557		1,201		243,825		1,219		384,382		2,420

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 ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are as follows:

	Three months ended June 30,				Three months ended September 30,
(dollars in thousands)	2020		2019		2020		2019

Proceeds from sales	$	-	$	-	$	0	$	0
Proceeds from calls/paydowns		85,472		28,409		43,052		56,856
Proceeds from maturities		-		52		0		0
Gross realized losses		-		-		0		0

	Six months ended June 30,				Nine months ended September 30,
(dollars in thousands)	2020		2019		2020		2019

Proceeds from sales	$	29,219	$	-	$	29,219	$	0
Proceeds from calls/paydowns		154,616		44,450		197,667		101,306
Proceeds from maturities		5,000		10,052		5,000		10,052
Gross realized gains		1,155		-		1,155		0

The current interest rate environment has significantly contributed to more bonds being called. There were no transfers of securities available for sale during the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

Index

(b) Held to maturity securities

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

	June 30, 2020								September 30, 2020
(dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value

Mortgage backed securities and collateralized mortgage obligations - residential	$	16,633		1,245		-		17,878	$	15,094		1,249		0		16,343

Total held to maturity	$	16,633		1,245		-		17,878	$	15,094		1,249		0		16,343

	December 31, 2019								December 31, 2019
(dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value		Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value

Mortgage backed securities and collateralized mortgage obligations - residential	$	18,618		1,062		-		19,680	$	18,618		1,062		0		19,680

Total held to maturity	$	18,618		1,062		-		19,680	$	18,618		1,062		0		19,680

The following table distributes the debt securities included in the held to maturity portfolio as of ~~June~~September 30, 2020, based on the securities’ final maturity. Actual maturities may differ because of securities prepayments and the right of certain issuers to call or prepay their obligations without penalty. Securities not due at a single maturity date are presented separately:

(dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Mortgage backed securities and collateralized mortgage obligations - residential	$	16,633		17,878	$	15,094		16,343
	$	16,633		17,878	$	15,094		16,343

All held to maturity securities are held at cost on the financial statements. There were 0 gross unrecognized losses on held to maturity securities as of ~~June~~September 30, 2020 and December 31, ~~2019.~~2019.

There were 0 sales or transfers of held to maturity securities during the three and nine months ended ~~June~~September 30, 2020 and 2019.

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio by type and applying the appropriate OTTI model.

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

Index

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 ~~June~~September 30, 2020, the Company’s security portfolio included certain securities which were in an unrealized loss position, and are discussed below.

~~Corporate Bonds:~~U.S. government sponsored enterprises: ~~At June 30, 2020, corporate bonds held by~~In the ~~Company are investment grade quality. Because~~case of unrealized losses on U.S. government sponsored enterprises, because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at ~~June~~September 30, 2020.

Mortgage backed securities and collateralized mortgage obligations – residential: At ~~June~~September 30, 2020, all mortgage backed securities and collateralized mortgage obligations held by the Company were issued by U.S. government sponsored entities and agencies, primarily Ginnie Mae, Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other‑than‑temporarily impaired at ~~June~~September 30, 2020.

Corporate Bonds: At September 30, 2020, corporate bonds held by the Company are investment grade quality. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at September 30, 2020.

Index

(5) Loans and Allowance for Loan Losses

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

	June 30, 2020						September 30, 2020
(dollars in thousands)	New York and other states*		Florida		Total		New York and other states*		Florida		Total
Commercial:
Commercial real estate	$	154,023		17,189		171,212	$	152,994		18,579		171,573
Other		59,635		365		60,000		59,886		204		60,090
Real estate mortgage - 1 to 4 family:
First mortgages		2,566,351		1,032,288		3,598,639		2,580,577		1,065,903		3,646,480
Home equity loans		65,521		17,738		83,259		62,595		15,671		78,266
Home equity lines of credit		206,240		48,205		254,445		200,605		47,715		248,320
Installment		7,909		2,097		10,006		7,997		1,829		9,826
Total loans, net	$	3,059,679	$	1,117,882		4,177,561	$	3,064,654	$	1,149,901		4,214,555
Less: Allowance for loan losses						48,144						49,123
Net loans					$	4,129,417					$	4,165,432

	December 31, 2019
(dollars in thousands)	New York and other states*		Florida		Total
Commercial:
Commercial real estate	$	162,186		17,752		179,938
Other		19,326		235		19,561
Real estate mortgage - 1 to 4 family:
First mortgages		2,541,440		953,995		3,495,435
Home equity loans		69,791		18,548		88,339
Home equity lines of credit		221,487		46,435		267,922
Installment		8,706		2,295		11,001
Total loans, net	$	3,022,936		1,039,260		4,062,196
Less: Allowance for loan losses						44,317
Net loans					$	4,017,879

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

At ~~June~~September 30, 2020 and December 31, 2019, the Company had approximately ~~$27.0~~$26.8 million and $28.5 million of real estate construction loans, respectively. Of the ~~$27.0~~$26.8 million in real estate construction loans at ~~June~~September 30, 2020, approximately ~~$9.7~~$11.0 million are secured by first mortgages to residential borrowers while approximately ~~$17.3~~$15.8 million were to commercial borrowers for residential construction projects. Of the $28.5 million in real estate construction loans at December 31, 2019, approximately $10.7 million are secured by first mortgages to residential borrowers while approximately $17.8 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:

	June 30, 2020						September 30, 2020
(dollars in thousands)	New York and other states*		Florida		Total		New York and other states*		Florida		Total
Loans in non-accrual status:
Commercial:
Commercial real estate	$	458		-		458	$	378		0		378
Other		113		-		113		113		0		113
Real estate mortgage - 1 to 4 family:
First mortgages		17,353		929		18,282		17,193		1,075		18,268
Home equity loans		102		48		150		90		47		137
Home equity lines of credit		2,760		134		2,894		2,694		132		2,826
Installment		6		-		6		49		0		49
Total non-accrual loans		20,792		1,111		21,903		20,517		1,254		21,771
Restructured real estate mortgages - 1 to 4 family		26		-		26		25		0		25
Total nonperforming loans	$	20,818		1,111		21,929	$	20,542		1,254		21,796

	December 31, 2019						December 31, 2019
(dollars in thousands)	New York and other states*		Florida		Total		New York and other states*		Florida		Total
Loans in non-accrual status:
Commercial:
Commercial real estate	$	733		-		733	$	733		0		733
Other		83		-		83		83		0		83
Real estate mortgage - 1 to 4 family:
First mortgages		15,385		1,468		16,853		15,385		1,468		16,853
Home equity loans		218		48		266		218		48		266
Home equity lines of credit		2,804		98		2,902		2,804		98		2,902
Installment		3		-		3		3		0		3
Total non-accrual loans		19,226		1,614		20,840		19,226		1,614		20,840
Restructured real estate mortgages - 1 to 4 family		29		-		29		29		0		29
Total nonperforming loans	$	19,255		1,614		20,869	$	19,255		1,614		20,869

* 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 ~~June~~September 30, 2020 and December 31, 2019, other real estate owned included ~~$472~~$423 thousand and ~~$1.2~~$1.6 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 ~~$11.3~~$11.5 million and $8.7 million ~~respectively,~~ as of ~~June~~September 30, 2020 and December 31, ~~2019.~~2019 respectively.

Index

The following tables present the aging of the recorded investment in past due loans by loan class and by region as of ~~June~~September 30, 2020 and December 31, 2019:

	June 30, 2020												September 30, 2020
New York and other states*:
(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans		30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	-		-		353		353		153,670		154,023	$	0		0		279		279		152,715		152,994
Other		-		-		113		113		59,522		59,635		0		0		113		113		59,773		59,886
Real estate mortgage - 1 to 4 family:
First mortgages		2,572		533		12,416		15,521		2,550,830		2,566,351		3,842		738		12,183		16,763		2,563,814		2,580,577
Home equity loans		144		-		55		199		65,322		65,521		147		4		49		200		62,395		62,595
Home equity lines of credit		442		316		1,199		1,957		204,283		206,240		722		33		1,236		1,991		198,614		200,605
Installment		40		8		6		54		7,855		7,909		46		15		49		110		7,887		7,997

Total	$	3,198		857		14,142		18,197		3,041,482		3,059,679	$	4,757		790		13,909		19,456		3,045,198		3,064,654

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

Commercial:
Commercial real estate	$	-		-		-		-		17,189		17,189	$	0		0		0		0		18,579		18,579
Other		-		-		-		-		365		365		0		0		0		0		204		204
Real estate mortgage - 1 to 4 family:
First mortgages		478		-		569		1,047		1,031,241		1,032,288		636		0		718		1,354		1,064,549		1,065,903
Home equity loans		-		-		48		48		17,690		17,738		0		47		0		47		15,624		15,671
Home equity lines of credit		-		-		90		90		48,115		48,205		0		0		0		0		47,715		47,715
Installment		28		-		-		28		2,069		2,097		16		8		0		24		1,805		1,829

Total	$	506		-		707		1,213		1,116,669		1,117,882	$	652		55		718		1,425		1,148,476		1,149,901

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

Commercial:
Commercial real estate	$	-		-		353		353		170,859		171,212	$	0		0		279		279		171,294		171,573
Other		-		-		113		113		59,887		60,000		0		0		113		113		59,977		60,090
Real estate mortgage - 1 to 4 family:
First mortgages		3,050		533		12,985		16,568		3,582,071		3,598,639		4,478		738		12,901		18,117		3,628,363		3,646,480
Home equity loans		144		-		103		247		83,012		83,259		147		51		49		247		78,019		78,266
Home equity lines of credit		442		316		1,289		2,047		252,398		254,445		722		33		1,236		1,991		246,329		248,320
Installment		68		8		6		82		9,924		10,006		62		23		49		134		9,692		9,826

Total	$	3,704		857		14,849		19,410		4,158,151		4,177,561	$	5,409		845		14,627		20,881		4,193,674		4,214,555

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

Index

	December 31, 2019												December 31, 2019
New York and other states*:
(dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans		30-59 Days Past Due		60-89 Days Past Due		90 + Days Past Due		Total 30+ days Past Due		Current		Total Loans

Commercial:
Commercial real estate	$	141		-		617		758		161,428		162,186	$	141		0		617		758		161,428		162,186
Other		80		-		33		113		19,213		19,326		80		0		33		113		19,213		19,326
Real estate mortgage - 1 to 4 family:
First mortgages		3,444		292		11,328		15,064		2,526,376		2,541,440		3,444		292		11,328		15,064		2,526,376		2,541,440
Home equity loans		183		7		133		323		69,468		69,791		183		7		133		323		69,468		69,791
Home equity lines of credit		232		149		1,141		1,522		219,965		221,487		232		149		1,141		1,522		219,965		221,487
Installment		37		8		3		48		8,658		8,706		37		8		3		48		8,658		8,706

Total	$	4,117		456		13,255		17,828		3,005,108		3,022,936	$	4,117		456		13,255		17,828		3,005,108		3,022,936

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

Commercial:
Commercial real estate	$	-		-		-		-		17,752		17,752	$	0		0		0		0		17,752		17,752
Other		-		-		-		-		235		235		0		0		0		0		235		235
Real estate mortgage - 1 to 4 family:
First mortgages		542		-		617		1,159		952,836		953,995		542		0		617		1,159		952,836		953,995
Home equity loans		63		-		-		63		18,485		18,548		63		0		0		63		18,485		18,548
Home equity lines of credit		80		-		50		130		46,305		46,435		80		0		50		130		46,305		46,435
Installment		-		-		-		-		2,295		2,295		0		0		0		0		2,295		2,295

Total	$	685		-		667		1,352		1,037,908		1,039,260	$	685		0		667		1,352		1,037,908		1,039,260

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

Commercial:
Commercial real estate	$	141		-		617		758		179,180		179,938	$	141		0		617		758		179,180		179,938
Other		80		-		33		113		19,448		19,561		80		0		33		113		19,448		19,561
Real estate mortgage - 1 to 4 family:
First mortgages		3,986		292		11,945		16,223		3,479,212		3,495,435		3,986		292		11,945		16,223		3,479,212		3,495,435
Home equity loans		246		7		133		386		87,953		88,339		246		7		133		386		87,953		88,339
Home equity lines of credit		312		149		1,191		1,652		266,270		267,922		312		149		1,191		1,652	��	266,270		267,922
Installment		37		8		3		48		10,953		11,001		37		8		3		48		10,953		11,001

Total	$	4,802		456		13,922		19,180		4,043,016		4,062,196	$	4,802		456		13,922		19,180		4,043,016		4,062,196

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

At ~~June~~September 30, 2020 and December 31, 2019, 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 0 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:

	For the three months ended June 30, 2020											For the three months ended September 30, 2020
(dollars in thousands)	Commercial			Real Estate Mortgage- 1 to 4 Family			Installment			Total		Commercial			Real Estate Mortgage- 1 to 4 Family		Installment		Total
Balance at beginning of period	$	3,960			41,643			552			46,155	$	4,366			43,274		504		48,144
Loans charged off:
New York and other states*		-			22			49			71		0			64		21		85
Florida		-			-			-			-		0			0		0		0
Total loan chargeoffs		-			22			49			71		0			64		21		85

Recoveries of loans previously charged off:
New York and other states*		6			49			5			60		1			60		3		64
Florida		-			-			-			-		0			0		0		0
Total recoveries		6			49			5			60		1			60		3		64
Net loans (recoveries) charged off		(6	)		(27	)		44			11		(1	)		4		18		21
(Credit) provision for loan losses		400			1,604			(4	)		2,000		(100	)		1,053		47		1,000
Balance at end of period	$	4,366			43,274			504			48,144	$	4,267			44,323		533		49,123

	For the three months ended June 30, 2019												For the three months ended September 30, 2019
(dollars in thousands)	Commercial			Real Estate Mortgage- 1 to 4 Family			Installment			Total			Commercial			Real Estate Mortgage- 1 to 4 Family			Installment		Total
Balance at beginning of period	$	3,734			39,985			952			44,671		$	3,913			39,963			489		44,365
Loans charged off:
New York and other states*		-			205			49			254			13			147			16		176
Florida		-			-			-			-			0			0			16		16
Total loan chargeoffs		-			205			49			254			13			147			32		192

Recoveries of loans previously charged off:
New York and other states*		1			259			4			264			41			108			7		156
Florida		-			25			-			25			0			0			0		0
Total recoveries		1			284			4			289			41			108			7		156
Net loans (recoveries) charged off		(1	)		(79	)		45			(35	)		(28	)		39			25		36
(Credit) provision for loan losses		178			(101	)		(418	)		(341	)		(70	)		(18	)		88		0
Balance at end of period	$	3,913			39,963			489			44,365		$	3,871			39,906			552		44,329

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

Index

	Six months ended June 30, 2020									Nine months ended September 30, 2020
	Commercial			Real Estate Mortgage- 1 to 4 Family		Installment		Total		Commercial			Real Estate Mortgage- 1 to 4 Family		Installment		Total
Balance at beginning of period	$	3,999			39,748		570		44,317	$	3,999			39,748		570		44,317
Loans charged off:
New York and other states*		3			213		56		272		3			277		77		357
Florida		-			-		19		19		0			0		19		19
Total loan chargeoffs		3			213		75		291		3			277		96		376

Recoveries of loans previously charged off:
New York and other states*		8			100		8		116		9			160		11		180
Florida		-			2		-		2		0			2		0		2
Total recoveries		8			102		8		118		9			162		11		182
Net loans charged off (recoveries)		(5	)		111		67		173		(6	)		115		85		194
Provision for loan losses		362			3,637		1		4,000		262			4,690		48		5,000
Balance at end of period	$	4,366			43,274		504		48,144	$	4,267			44,323		533		49,123

	Six months ended June 30, 2019											Nine months ended September 30, 2019
	Commercial			Real Estate Mortgage- 1 to 4 Family		Installment			Total			Commercial			Real Estate Mortgage- 1 to 4 Family		Installment			Total
Balance at beginning of period	$	4,048			39,772		946			44,766		$	4,048			39,772		946			44,766
Loans charged off:
New York and other states*		7			597		78			682			20			744		94			858
Florida		-			29		31			60			0			29		47			76
Total loan chargeoffs		7			626		109			742			20			773		141			934

Recoveries of loans previously charged off:
New York and other states*		4			333		10			347			45			441		17			503
Florida		-			35		-			35			0			35		0			35
Total recoveries		4			368		10			382			45			476		17			538
Net loans charged off		3			258		99			360			(25	)		297		124			396
(Credit) provision for loan losses		(132	)		449		(358	)		(41	)		(202	)		431		(270	)		(41	)
Balance at end of period	$	3,913			39,963		489			44,365		$	3,871		$	39,906		552			44,329

* 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 ~~June~~September 30, 2020 and December 31, 2019:

	June 30, 2020								September 30, 2020
(dollars in thousands)	Commercial Loans		1-to-4 Family Residential Real Estate		Installment Loans		Total		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	$	-		-		-		-	$	0		0		0		0
Collectively evaluated for impairment		4,366		43,274		504		48,144		4,267		44,323		533		49,123

Total ending allowance balance	$	4,366		43,274		504		48,144	$	4,267		44,323		533		49,123

Loans:
Individually evaluated for impairment	$	1,045		19,337		-		20,382	$	1,084		20,648		0		21,732
Collectively evaluated for impairment		230,167		3,917,006		10,006		4,157,179		230,579		3,952,418		9,826		4,192,823

Total ending loans balance	$	231,212		3,936,343		10,006		4,177,561	$	231,663		3,973,066		9,826		4,214,555

	December 31, 2019								December 31, 2019
(dollars in thousands)	Commercial Loans		1-to-4 Family Residential Real Estate		Installment Loans		Total		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	$	-		-		-		-	$	0		0		0		0
Collectively evaluated for impairment		3,999		39,748		570		44,317		3,999		39,748		570		44,317

Total ending allowance balance	$	3,999		39,748		570		44,317	$	3,999		39,748		570		44,317

Loans:
Individually evaluated for impairment	$	1,437		19,539		-		20,976	$	1,437		19,539		0		20,976
Collectively evaluated for impairment		198,062		3,832,157		11,001		4,041,220		198,062		3,832,157		11,001		4,041,220

Total ending loans balance	$	199,499		3,851,696		11,001		4,062,196	$	199,499		3,851,696		11,001		4,062,196

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 ~~June~~September 30, 2020 and December 31, 2019 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 ~~June~~September 30, 2020 and December 31, 2019:

	June 30, 2020								September 30, 2020
New York and other states*:
(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	798		922		-		1,057	$	839		1,062		0		1,121
Other		145		145		-		118		145		145		0		112
Real estate mortgage - 1 to 4 family:
First mortgages		13,590		13,966		-		13,968		14,895		15,282		0		14,062
Home equity loans		227		247		-		233		223		243		0		235
Home equity lines of credit		2,236		2,376		-		2,246		2,268		2,408		0		2,249

Total	$	16,996		17,656		-		17,622	$	18,370		19,140		0		17,779

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

Commercial:
Commercial real estate	$	102		102		-		105	$	100				0		105
Other		-		-		-		-		0				0		0
Real estate mortgage - 1 to 4 family:
First mortgages		3,040		3,040		-		2,662		3,018		3,018		0		2,567
Home equity loans		-		-		-		10		0		0		0		13
Home equity lines of credit		244		244		-		245		244		244		0		245

Total	$	3,386		3,386		-		3,022	$	3,362		3,262		0		2,930

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

Commercial:
Commercial real estate	$	900		1,024		-		1,162	$	939		1,062		0		1,226
Other		145		145		-		118		145		145		0		112
Real estate mortgage - 1 to 4 family:
First mortgages		16,630		17,006		-		16,630		17,913		18,300		0		16,629
Home equity loans		227		247		-		243		223		243		0		248
Home equity lines of credit		2,480		2,620		-		2,491		2,512		2,652		0		2,494

Total	$	20,382		21,042		-		20,644	$	21,732		22,402		0		20,709

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

Index

	December 31, 2019								December 31, 2019
New York and other states*:
(dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment

Commercial:
Commercial real estate	$	1,217		1,359		-		1,385	$	1,217		1,359		0		1,385
Other		115		115		-		38		115		115		0		38
Real estate mortgage - 1 to 4 family:
First mortgages		14,414		14,714		-		14,358		14,414		14,714		0		14,358
Home equity loans		235		255		-		241		235		255		0		241
Home equity lines of credit		2,160		2,300		-		2,274		2,160		2,300		0		2,274

Total	$	18,141		18,743		-		18,296	$	18,141		18,743		0		18,296

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

Commercial:
Commercial real estate	$	105		105		-		82	$	105		105		0		82
Other		-		-		-		26		0		0		0		26
Real estate mortgage - 1 to 4 family:
First mortgages		2,486		2,486		-		2,259		2,486		2,486		0		2,259
Home equity loans		-		-		-		51		0		0		0		51
Home equity lines of credit		244		244		-		249		244		244		0		249

Total	$	2,835		2,835		-		2,667	$	2,835		2,835		0		2,667

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

Commercial:
Commercial real estate	$	1,322		1,464		-		1,467	$	1,322		1,464		0		1,467
Other		115		115		-		64		115		115		0		64
Real estate mortgage - 1 to 4 family:
First mortgages		16,900		17,200		-		16,617		16,900		17,200		0		16,617
Home equity loans		235		255		-		292		235		255		0		292
Home equity lines of credit		2,404		2,544		-		2,523		2,404		2,544		0		2,523

Total	$	20,976		21,578		-		20,963	$	20,976		21,578		0		20,963

* 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 ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

Index

As of ~~June~~September 30, 2020 and December 31, 2019 impaired loans included approximately ~~$10.8~~$11.8 million and $11.1 million of loans in accruing status that were identified as TDR’s in accordance with regulatory guidance related to Chapter 7 bankruptcy loans, respectively.

Management evaluates impairment on impaired loans on a quarterly basis. If, during this evaluation, impairment of the loan is identified, a ~~charge off~~chargeoff is taken at that time. As a result, as of ~~June~~September 30, 2020 and December 31, 2019, based upon management’s evaluation and due to the sufficiency of ~~charge-offs~~chargeoffs taken, none of the allowance for loan losses has been allocated to a specific impaired loan(s).

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

	Three months ended 6/30/2020						Three months ended 6/30/2019						Three months ended 9/30/2020						Three months ended 9/30/2019

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

Commercial:
Commercial real estate		-	$	-		-		1	$	128		128		1	$	126		126		0	$	0		0
Real estate mortgage - 1 to 4 family:
First mortgages		2		294		294		5		718		718		6		1,533		1,533		4		537		537
Home equity loans		-		-		-		-		-		-		0		0		0		0		0		0
Home equity lines of credit		1		50		50		3		278		278		1		50		50		0		0		0

Total		3	$	344		344		9	$	1,124		1,124		8	$	1,709		1,709		4	$	537		537

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

Commercial:
Commercial real estate		-	$	-		-		-	$	-		-		0	$	0		0		0	$	0		0
Real estate mortgage - 1 to 4 family:
First mortgages		3		446		446		-		-		-		0		0		0		5		509		509
Home equity loans		-		-		-		-		-		-		0		0		0		0		0		0
Home equity lines of credit		-		-		-		-		-		-		0		0		0		0		0		0

Total		3	$	446		446		-	$	-		-		0	$	0		0		5	$	509		509

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

Index

	Nine months ended 9/30/2020						Nine months ended 9/30/2019

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

Commercial:
Commercial real estate		1	$	126		126		1	$	127		127
Real estate mortgage - 1 to 4 family:
First mortgages		9		1,982		1,982		12		1,768		1,768
Home equity loans		0		0		0		0		0		0
Home equity lines of credit		3		169		169		2		235		235

Total		13	$	2,277		2,277		15	$	2,130		2,130

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

Commercial:
Commercial real estate			0	$	0		0		0	$	0		0
Real estate mortgage - 1 to 4 family:
First mortgages			4		589		589		5		509		509
Home equity loans			0		0		0		0		0		0
Home equity lines of credit	��		0		0		0		0		0		0

Total			4	$	589		589		5	$	509		509

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

2324

Index

Six months ended 6/30/2020 Six months ended 6/30/2019

New York and other states*:
Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

(dollars in thousands)

Commercial:
Commercial real estate - $ - - 1 $ 128 128
Real estate mortgage - 1 to 4 family:
First mortgages 3 457 457 9 1,368 1,368
Home equity loans - - - - - -
Home equity lines of credit 2 119 119 3 278 278

Total 5 $ 576 576 13 $ 1,774 1,774

Florida:

(dollars in thousands)

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Number of
Contracts

Pre-Modification
Outstanding
Recorded
Investment

Post-Modification
Outstanding
Recorded
Investment

Commercial:
Commercial real estate - $ - - - $ - -
Real estate mortgage - 1 to 4 family:
First mortgages 4 592 592 - - -
Home equity loans - - - - - -
Home equity lines of credit - - - - - -

Total 4 $ 592 592 - $ - -

* 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.

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.

~~Index~~

~~During the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~ ~~there were~~ 0 ~~TDR’s that defaulted which had been modified during the last~~ ~~twelve~~ ~~months.~~ The following ~~table presents,~~tables present, by class, TDR’s that defaulted during the ~~six~~three and nine months ended ~~June~~September 30, 2020 and 2019 which had been modified within the last twelve months:

	Six months ended 6/30/2020				Six months ended 6/30/2019				Three months ended 9/30/2020				Three months ended 9/30/2019
New York and other states*:	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
(dollars in thousands)	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment

Commercial:
Commercial real estate		-	$	-		-	$	-		0	$	0		0	$	0
Real estate mortgage - 1 to 4 family:
First mortgages		1		195		-		-		3		264		0		0
Home equity loans		-		-		-		-
Home equity lines of credit		-		-		-		-		1		19		0		0

Total		1	$	195		-	$	-		4	$	283		0	$	0

~~Florida:~~

~~(dollars in thousands)~~

~~Number of~~

~~Contracts~~

~~Recorded~~

~~Investment~~

~~Number of~~

~~Contracts~~

~~Recorded~~

~~Investment~~

~~Commercial:~~

~~Commercial real estate~~

~~Real estate mortgage - 1 to 4 family:~~

~~First mortgages~~

~~Home equity lines of credit~~

~~Total~~

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

Commercial:
Commercial real estate		0	$	0		0	$	0
Real estate mortgage - 1 to 4 family:
First mortgages		0		0		0		0
Home equity loans		0		0		0		0
Home equity lines of credit		0		0		0		0

Total		0	$	0		0	$	0

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

Index

	Nine months ended 9/30/2020				Nine months ended 9/30/2019
New York and other states*:	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
(dollars in thousands)	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment

Commercial:
Commercial real estate		0	$	0		0	$	0
Real estate mortgage - 1 to 4 family:
First mortgages		4		459		0		0
Home equity loans		0		0		0		0
Home equity lines of credit		1		19		0		0

Total		5	$	478		0	$	0

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

Commercial:
Commercial real estate		0	$	0		0	$	0
Real estate mortgage - 1 to 4 family:
First mortgages		0		0		0		0
Home equity lines of credit		0		0		0		0

Total		0	$	0		0	$	0

* 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.

Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of ~~troubled debt restructurings (“TDR”)~~TDR classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES ACT or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures. Loan ~~Modifications~~modifications and payment deferrals made pursuant to COVID 19 as of ~~June~~September 30, 2020 totaled approximately ~~$190~~$7 million, which included ~~$45~~$2 million of commercial loans and ~~$145~~$5 million of residential loans. As of June 30, 2020 these amounts totaled approximately $190 million, which included $45 million of commercial loans and $145 million of residential loans. The reduction in loan deferrals represents loans that are now paying in accordance with their terms. As of September 30, 2020, there was no material impact to delinquencies and non-accruals regarding the loans that came out of deferment.

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.

2526

Index

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 ~~June~~September 30, 2020 and December 31, 2019, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

	June 30, 2020						September 30, 2020

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

Commercial:
Commercial real estate	$	149,429		4,594		154,023	$	149,866		3,128		152,994
Other		59,147		488		59,635		59,404		482		59,886

	$	208,576		5,082		213,658	$	209,270		3,610		212,880

Florida:
(dollars in thousands)	Pass		Classified		Total		Pass		Classified		Total

Commercial:
Commercial real estate	$	17,189		-		17,189	$	18,005		574		18,579
Other		365		-		365		204		0		204

	$	17,554		-		17,554	$	18,209		574		18,783

Total:
(dollars in thousands)	Pass		Classified		Total		Pass		Classified		Total

Commercial:
Commercial real estate	$	166,618		4,594		171,212	$	167,871		3,702		171,573
Other		59,512		488		60,000		59,608		482		60,090

	$	226,130		5,082		231,212	$	227,479		4,184		231,663

* Includes New York, New Jersey and Massachusetts.

Index

	December 31, 2019						December 31, 2019

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

Commercial:
Commercial real estate	$	157,280		4,906		162,186	$	157,280		4,906		162,186
Other		18,384		942		19,326		18,384		942		19,326

	$	175,664		5,848		181,512	$	175,664		5,848		181,512

Florida:
(dollars in thousands)	Pass		Classified		Total		Pass		Classified		Total

Commercial:
Commercial real estate	$	17,752		-		17,752	$	17,752		0		17,752
Other		235		-		235		235		0		235

	$	17,987		-		17,987	$	17,987		0		17,987

Total:
(dollars in thousands)	Pass		Classified		Total

Commercial:
Commercial real estate	$	175,032		4,906		179,938
Other		18,619		942		19,561

	$	193,651		5,848		199,499

* Includes New York, New Jersey and Massachusetts.

Included in classified loans in the above tables are impaired loans of ~~$808~~$849 thousand and $816 thousand at ~~June~~September 30, 2020 and December 31, 2019, 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 ~~area~~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 ~~June~~September 30, 2020 and December 31, 2019 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 ~~June~~September 30, 2020 and December 31, 2019 is presented in the non-accrual loans table.

Index

(6) Fair Value of Financial Instruments

FASB Topic 820, Fair Value Measurements ("“ASC ~~820"~~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 ~~charge off~~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, 2020 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)

U.S. government sponsored enterprises	$	29,996	$	0	$	29,996	$	0
State and political subdivisions		111		0		111		0
Mortgage backed securities and collateralized mortgage obligations - residential		309,768		0		309,768		0
Corporate bonds		70,113		0		70,113		0
Small Business Administration- guaranteed participation securities		44,070		0		44,070		0
Other securities		685		0		685		0

Total securities available for sale	$	454,743	$	0	$	454,743	$	0

	Fair Value Measurements at
	December 31, 2019 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	$	104,512	$	0	$	104,512	$	0
State and political subdivisions		162		0		162		0
Mortgage backed securities and collateralized mortgage obligations - residential		389,517		0		389,517		0
Corporate bonds		30,436		0		30,436		0
Small Business Administration- guaranteed participation securities		48,511		0		48,511		0
Other securities		685		0		685		0

Total securities available for sale	$	573,823	$	0	$	573,823	$	0

There were 0 transfers between Level 1 and Level 2 during the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

Fair Value Measurements at
June 30, 2020 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)

State and political subdivisions 120 $ - $ 120 $ -
Mortgage backed securities and collateralized mortgage obligations - residential 331,469 - 331,469 -
Corporate bonds 54,430 - 54,430 -
Small Business Administration- guaranteed participation securities 45,998 - 45,998 -
Other securities 685 - 685 -

Total securities available for sale $ 432,702 $ - $ 432,702 $ -

Fair Value Measurements at
December 31, 2019 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 $ 104,512 $ - $ 104,512 $ -
State and political subdivisions 162 - 162 -
Mortgage backed securities and collateralized mortgage obligations - residential 389,517 - 389,517 -
Corporate bonds 30,436 - 30,436 -
Small Business Administration- guaranteed participation securities 48,511 - 48,511 -
Other securities 685 - 685 -

Total securities available for sale $ 573,823 $ - $ 573,823 $ -

Index

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

	Fair Value Measurements at													Fair Value Measurements at
	June 30, 2020 Using:													September 30, 2020 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)			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	$	830	$	-	$	-	$	830	Sales comparison approach	Adjustments for differences between comparable sales		1% - 9% (3	%)	$	423	$	0	$	0	$	423	Sales comparison approach	Adjustments for differences between comparable sales		1% - 9% (3	%)

Impaired loans:
Real estate mortgage -1 to 4 family		297		-		-		297	Sales comparison approach	Adjustments for differences between comparable sales		1% - 11% (11	%)		509		0		0		509	Sales comparison approach	Adjustments for differences between comparable sales		1% - 11% (11	%)

	Fair Value Measurements at													Fair Value Measurements at
	December 31, 2019 Using:													December 31, 2019 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)			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	$	1,579	$	-	$	-	$	1,579	Sales comparison approach	Adjustments for differences between comparable sales		1% - 21% (7	%)	$	1,579	$	0	$	0	$	1,579	Sales comparison approach	Adjustments for differences between comparable sales		1% - 21% (2	%)

Impaired loans:
Real estate mortgage -1 to 4 family		120		-		-		120	Sales comparison approach	Adjustments for differences between comparable sales		1% - 17% (9	%)		120		0		0		120	Sales comparison approach	Adjustments for differences between comparable sales		1% - 17% (9	%)

Other real estate owned, that is carried at fair value less costs to sell, was approximately ~~$830~~$423 thousand at ~~June~~September 30, 2020 and consisted of ~~$358 thousand of commercial real estate and approximately $472 million of~~only residential real estate properties. Valuation charges of ~~$23~~$62 thousand and ~~$103~~$120 thousand are included in earnings for the three months and ~~six~~nine months ended ~~June~~September 30, 2020, respectively.

Of the total impaired loans of ~~$20.4~~$21.7 million at ~~June~~September 30, 2020, ~~$297 thousand~~NaN are collateral dependent and ~~are~~ carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at June 30, 2020. Gross charge offs related to residential impaired loans included in the table above were $77 thousand ~~for the~~ non‑recurring basis~~six~~ ~~months ended June~~ ~~30,2020,~~ ~~there were~~ 0 ~~gross charge offs related to residential impaired loans for the~~ ~~three~~ ~~months ended June~~ ~~30,2020.~~.

Other real estate owned, that is carried at fair value less costs to sell, was approximately $1.6 million at December 31, 2019 and consisted of $358 thousand of commercial real estate and $1.2 million of residential real estate properties. A valuation charge of $366 thousand is included in earnings for the year ended December 31, 2019.

Of the total impaired loans of $21.0 million at December 31, 2019, $120 thousand are collateral dependent and are carried at fair value measured on a non-recurring basis. Due to the sufficiency of charge offs taken on these loans and the adequacy of the underlying collateral, there were no specific valuation allowances for these loans at December 31, 2019. Gross charge offs related to residential impaired loans included in the table above amounted to $22 thousand.

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 ~~June~~September 30, 2020 and December 31, 2019 are as follows:

(dollars in thousands)			Fair Value Measurements at										Fair Value Measurements at
	Carrying		June 30, 2020 Using:								Carrying		September 30, 2020 Using:
	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	952,836		952,836		-		-		952,836	$	956,319		956,319		0		0		956,319
Securities available for sale		432,702		-		432,702		-		432,702		454,743		0		454,743		0		454,743
Held to maturity securities		16,633		-		17,878		-		17,878		15,094		0		16,343		0		16,343
Federal Home Loan Bank stock		5,506		N/A		N/A		N/A		N/A		5,506		N/A		N/A		N/A		N/A
Net loans		4,129,417		-		-		4,218,824		4,218,824		4,165,432		0		0		4,258,258		4,258,258
Accrued interest receivable		11,648		31		1,573		10,044		11,648		11,095		16		1,471		9,608		11,095
Financial liabilities:
Demand deposits		612,960		612,960		-		-		612,960		635,345		635,345		0		0		635,345
Interest bearing deposits		4,252,347		2,859,578		1,399,062		-		4,258,640		4,263,705		2,958,681		1,308,158		0		4,266,839
Short-term borrowings		177,278		-		177,278		-		177,278		193,455		0		193,455		0		193,455
Accrued interest payable		1,027		108		919		-		1,027		777		85		692		0		777

(dollars in thousands)			Fair Value Measurements at										Fair Value Measurements at
	Carrying		December 31, 2019 Using:								Carrying		December 31, 2019 Using:
	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	456,846		456,846		-		-		456,846	$	456,846		456,846		0		0		456,846
Securities available for sale		573,823		-		573,823		-		573,823		573,823		0		573,823		0		573,823
Held to maturity securities		18,618		-		19,680		-		19,680		18,618		0		19,680		0		19,680
Federal Reserve Bank and Federal
Home Loan Bank stock		9,183		N/A		N/A		N/A		N/A		9,183		N/A		N/A		N/A		N/A
Net loans		4,017,879		-		-		4,078,210		4,078,210		4,017,879		0		0		4,078,210		4,078,210
Accrued interest receivable		10,915		216		2,221		8,478		10,915		10,915		216		2,221		8,478		10,915
Financial liabilities:
Demand deposits		463,858		463,858		-		-		463,858		463,858		463,858		0		0		463,858
Interest bearing deposits		3,986,158		2,587,981		1,397,271		-		3,985,252		3,986,158		2,587,981		1,397,271		0		3,985,252
Short-term borrowings		148,666		-		148,666		-		148,666		148,666		0		148,666		0		148,666
Accrued interest payable		1,459		174		1,285		-		1,459		1,459		174		1,285		0		1,459

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 6/30/2020														Three months ended 9/30/2020
(dollars in thousands)	Balance at 4/1/2020			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 6/30/2020			Balance at 6/30/2020			Balance at 7/1/2020			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2020			Balance at 9/30/2020

Net unrealized holding loss on securities available forsale, net of tax	$	7,376			685		-			685			8,061
Net unrealized holding loss on securities available for sale, net of tax															$	8,061			(198	)		0			(198	)		7,863
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		4,840			-		-			-			4,840			4,840			0			0			0			4,840
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax		(824	)		-		(141	)		(141	)		(965	)
Net change in net actuarial gain and prior service credit on pension and postretirement benefit plans, net of tax																(965	)		0			(201	)		(201	)		(1,166	)

Accumulated other comprehensive loss, net of tax	$	11,392			685		(141	)		544			11,936		$	11,936			(198	)		(201	)		(399	)		11,537

	Three months ended 6/30/2019														Three months ended 9/30/2019
(dollars in thousands)	Balance at 4/1/2019			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income		Other Comprehensive Income (loss)- Three months ended 6/30/2019			Balance at 6/30/2019			Balance at 7/1/2019			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2019			Balance at 9/30/2019

Net unrealized holding (gain) loss on securities available for sale, net of tax	$	(7,020	)		5,313			-		5,313			(1,707	)
Net unrealized holding gain on securities available for sale, net of tax															$	(1,707	)		1,790		0			1,790			83
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		423			-			-		-			423			423			0		0			0			423
Net change in net actuarial (gain) loss and prior service cost on pension and postretirement benefit plans, net of tax		(414	)		(76	)		-		(76	)		(490	)
Net change in net actuarial gain and prior service credit on pension and postretirement benefit plans, net of tax																(490	)		0		(87	)		(87	)		(577	)

Accumulated other comprehensive income (loss), net of tax	$	(7,011	)		5,237			-		5,237			(1,774	)	$	(1,774	)		1,790		(87	)		1,703			(71	)

	Six months ended 6/30/2020														Nine months ended 9/30/2020
(dollars in thousands)	Balance at 1/1/2020			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 6/30/2020			Balance at 6/30/2020			Balance at 1/1/2020			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2020			Balance at 9/30/2020

Net unrealized holding loss on securities available for sale, net of tax	$	286			8,630		(855	)		7,775			8,061
Net unrealized holding gain on securities available for sale, net of tax															$	286			8,432		(855	)		7,577			7,863
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		4,840			-		-			-			4,840			4,840			0		0			0			4,840
Net change in net actuarial loss and prior service credit on pension and postretirement benefit plans, net of tax		(665	)		-		(300	)		(300	)		(965	)
Net change in net actuarial gain and prior service credit on pension and postretirement benefit plans, net of tax																(665	)		0		(501	)		(501	)		(1,166	)

Accumulated other comprehensive loss, net of tax	$	4,461			8,630		(1,155	)		7,475			11,936		$	4,461			8,432		(1,356	)		7,076			11,537

	Six months ended 6/30/2019														Nine months ended 9/30/2019
(dollars in thousands)	Balance at 1/1/2019			Other Comprehensive Income (loss)- Before Reclassifications			Amount reclassified from Accumulated Other Comprehensive Income		Other Comprehensive Income (loss)- Three months ended 6/30/2019			Balance at 6/30/2019			Balance at 1/1/2019			Other Comprehensive Income (loss)- Before Reclassifications		Amount reclassified from Accumulated Other Comprehensive Income			Other Comprehensive Income (loss)- Three months ended 9/30/2019			Balance at 9/30/2019

Net unrealized holding (gain) loss on securities available for sale, net of tax	$	(10,416	)		8,709			-		8,709			(1,707	)
Net unrealized holding gain on securities available for sale, net of tax															$	(10,416	)		10,499		0			10,499			83
Net change in overfunded position in pension and postretirement plans arising during the year, net of tax		423			-			-		-			423			423			0		0			0			423
Net change in net actuarial (gain) loss and prior service cost on pension and postretirement benefit plans, net of tax		(316	)		(174	)		-		(174	)		(490	)
Net change in net actuarial gain and prior service credit on pension and postretirement benefit plans, net of tax																(316	)		0		(261	)		(261	)		(577	)

Accumulated other comprehensive income (loss), net of tax	$	(10,309	)		8,535			-		8,535			(1,774	)	$	(10,309	)		10,499		(261	)		10,238			(71	)

Index

The following represents the reclassifications out of accumulated other comprehensive income (loss) for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019:

(dollars in thousands)	Three months ended						Six months ended							Three months ended						Nine months ended
	June 30,						June 30,							September 30,						September 30,
	2020			2019			2020			2019			Affected Line Item in Financial Statements	2020			2019			2020			2019			Affected Line Item in Financial Statements
Net unrealized holding gain on securities available for sale
Realized gain on securities transactions	$	-			-		$	1,155			-		Net gain on securities transactions	$	0			0		$	1,155			0		Net gain on securities transactions
Income tax effect		-			-			(300	)		-		Income taxes		0			0			(300	)		0		Income taxes
Net of tax		-			-			855			-				0			0			855			0

Amortization of pension and postretirement benefit items:
Amortization of net actuarial gain (loss)	$	143			106		$	309			178		Salaries and employee benefits	$	222			35		$	531			103		Salaries and employee benefits
Amortization of prior service cost		49			(22	)		98			(45	)	Salaries and employee benefits
Amortization of prior service credit (cost)															49			83			147			250		Salaries and employee benefits
Income tax benefit		(51	)		(22	)		(107	)		(35	)	Income taxes		(70	)		(31	)		(177	)		(92	)	Income taxes
Net of tax		141			62			300			98				201			87			501			261

Total reclassifications, net of tax	$	141			62		$	1,155			98			$	201			87		$	1,356			261

(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 ~~six~~nine months ended ~~June~~September 30, 2020 and 2019. Items outside the scope of ASC 606 are noted as such.

(dollars in thousands)	Three months ended				Six months ended				Three months ended				Nine months ended
	June 30,				June 30,				September 30,				September 30,
	2020		2019		2020		2019		2020		2019		2020		2019
Non-interest income
Service Charges on Deposits
Overdraft fees	$	452	$	849	$	1,325	$	1,699	$	595	$	931	$	1,920	$	2,630
Other		382		109		811		219		348		124		1,159		343
Interchange Income		931		1,284		1,877		2,815		1,195		970		3,072		3,785
Net gain on securities transactions (a)		-		-		1,155		-		0		0		1,155		0
Wealth management fees		1,368		1,683		2,968		3,416		1,784		1,517		4,752		4,933
Other (a)		293		989		624		1,402		419		1,383		1,043		2,785

Total non-interest income	$	3,426	$	4,914	$	8,760	$	9,551	$	4,341	$	4,925	$	13,101	$	14,476

(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.

Index

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/~~credit / debit card transactions processed through the interchange network. The levels and structure of interchange rates are set by the card processing companies and are based on cardholder purchase volumes. The Company earns interchange income as cardholder transactions occur and interchange fees are settled on a daily basis concurrent with the transaction processing services provided to the cardholder.

Wealth Management fees: Trustco Financial Services provides a comprehensive suite of trust and wealth management products and services, including financial and estate planning, trustee and custodial services, investment management, corporate retirement plan recordkeeping and administration of which ~~a fee is~~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~~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~~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) Operating Leases

The Company adopted Topic 842 “Leases” effective January 1, 2019 and has applied the guidance to all operating leases within the scope of Topic 842 at that date. The company elected to adopt practical expedients, which among other things, does not require reassessment of lease classification.

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

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate, therefore the Company used its incremental collateralized borrowing rates commensurate with the underlying lease terms to determine present value of operating lease liabilities. Additionally, the Company does allocate the consideration between lease and non-lease components. The Company’s lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease components, such as fair market value adjustments, are expensed as incurred and not included in ROU assets and operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. As of ~~June~~September 30, 2020 the Company did not have any leases with terms of twelve months or less.

Index

As of ~~June~~September 30, 2020 the Company does not have leases that have not yet commenced. At ~~June~~September 30, 2020 lease expiration dates ranged from ~~six~~three months to ~~24.3~~24.0 years and have a weighted average remaining lease term of ~~9.0~~8.9 years. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. As mentioned above the leases generally also include variable lease components which include real estate taxes, insurance, and common area maintenance (“CAM”) charges in the annual rental payments.

Other information related to leases was as follows:

(dollars in thousands)	Three months ended June 30,				Three months ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	1,932	$	1,930	$	1,966	$	2,007
Variable lease cost		675		509		369		497

Total Lease costs	$	2,607	$	2,439	$	2,335	$	2,504

(dollars in thousands)	Six months ended June 30,				Nine months ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	3,927	$	3,821	$	5,893	$	5,828
Variable lease cost		1,155		975		1,524		1,472

Total Lease costs	$	5,082	$	4,796	$	7,417	$	7,300

(dollars in thousands)	Six months ended June 30,						Nine months ended September 30,
	2020			2019			2020			2019
Supplemental cash flows information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,010		$	3,906		$	6,022		$	5,824

Right-of-use assets obtained in exchange for lease obligations:		287		$	54,038		$	287		$	54,038

Weighted average remaining lease term	9.0 years			9.6 years			8.9 years			9.4 years
Weighted average discount rate		3.25	%		3.30	%		3.25	%		3.30	%

Index

Future minimum lease payments under non-cancellable leases as of ~~June~~September 30, 2020 were as follows:

(dollars in thousands)	(dollars in thousands)			(dollars in thousands)

Year ending December 31,
2020^(a)		$	4,032		$	2,020
2021			8,062			8,062
2022			7,561			7,561
2023			7,256			7,256
2024			7,128			7,128
Thereafter			28,551			28,551
Total lease payments		$	62,590		$	60,578
Less: Interest			8,880			8,453

Present value of lease liabilities		$	53,710		$	52,125

(a) Excluding the ~~six~~nine months ended ~~June~~September 30, 2020.

During the quarter ended September 30, 2020, the Board of Directors elected a new director that owns 6 commercial properties in which the Company leases branches from. Total lease payments, which is included in the table above, owed at September 30, 2020 was $4.7 million, which includes $699 thousand of interest.

Future minimum lease payments under non-cancellable leases as of ~~June~~September 30, 2019 were as follows:

(dollars in thousands)	(dollars in thousands)			(dollars in thousands)

Year ending December 31,
2019^(a)		$	3,933		$	1,967
2020			7,820			7,820
2021			7,818			7,818
2022			7,300			7,300
2023			6,978			6,978
Thereafter			32,600			32,600
Total lease payments		$	66,449		$	64,483
Less: Interest			10,212			9,752

Present value of lease liabilities		$	56,237		$	54,731

(a) Excluding the ~~six~~nine months ended ~~June~~September 30, 2019.

(10) Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy regulations and, additionally for banks, ~~the~~ prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and became fully phased in on January 1, 2019. The capital rules include a capital conservation buffer that is designed to absorb losses during periods of economic stress and to require increased capital levels before capital distributions and certain other payments can be made. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. The buffer was fully implemented at 2.5% as of January 1, 2019. As of ~~June~~September 30, 2020, the Company and Bank meet all capital adequacy requirements to which they are subject.

Index

Prompt corrective action regulations provide 5 classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically ~~undercapitalized, although these terms are not used to represent overall financial condition.~~undercapitalized. If a bank is not classified as well capitalized, regulatory approval is required to accept brokered deposits. If a bank is undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The federal banking agencies are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution or its holding company. Such actions could have a direct material effect on an institution’s or its holding company’s financial statements. As of ~~June~~September 30, 2020 and December 31, 2019, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank and the Company reported the following capital ratios as of ~~June~~September 30, 2020 and December 31, ~~2019:~~2019:

(Bank Only)
									Minimum for Capital Adequacy plus Capital Conservation											Minimum for Capital Adequacy plus Capital Conservation
	As of June 30, 2020					Well						As of September 30, 2020					Well
	As of June 30, 2020					Well						As of September 30, 2020					Well
(dollars in thousands)	Amount		Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾			Amount		Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	527,145		9.603	%		5.000	%		4.000	%	$	533,874		9.329	%		5.000	%		4.000	%
Common equity tier 1 capital		527,145		18.320			6.500			7.000			533,874		18.491			6.500			7.000
Tier 1 risk-based capital		527,145		18.320			8.000			8.500			533,874		18.491			8.000			8.500
Total risk-based capital		563,265		19.576			10.000			10.500			570,127		19.747			10.000			10.500

	As of December 31, 2019					Well			Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Capitalized⁽¹⁾			Buffer ⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	516,775		9.940	%		5.000	%		4.000	%
Common equity tier 1 capital		516,775		18.412			6.500			7.000
Tier 1 risk-based capital		516,775		18.412			8.000			8.500
Total risk-based capital		551,975		19.666			10.000			10.500

(Consolidated)	As of June 30, 2020 2019					Minimum for Capital Adequacy plus Capital Conservation			As of September 30, 2020					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer⁽¹⁾⁽²⁾			Amount		Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	540,932		9.852	%		4.000	%	$	548,437		9.582	%		4.000	%
Common equity Tier 1 capital		540,932		18.794	%		7.000	%
Common equity tier 1 capital										548,437		18.994			7.000
Tier 1 risk-based capital		540,932		18.794	%		8.500	%		548,437		18.994			8.500
Total risk-based capital		577,061		20.050	%		10.500	%		584,692		20.250			10.500

	As of December 31, 2019					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	533,243		10.254	%		4.000	%
Common equity Tier 1 capital		533,243		18.988			7.000
Tier 1 risk-based capital		533,243		18.988			8.500
Total risk-based capital		568,463		20.242			10.500

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

(2)	The ~~June~~September 30, 2020 and December 31, 2019 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent

Index

(11) New Accounting Pronouncements

In September 2016, the FASB released ASU 2016-13, “Financial Instruments - Credit Losses” which amended existing guidance to replace current generally accepted accounting principles used to measure a reporting entity’s credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

As previously disclosed, the Company formed a cross-functional team to work through its implementation of the plan. The Company has selected the Discounted Cash Flow modeling method and is running parallel processes and is working to finalize assessment and documentation of processes, data and model validation testing, qualitative factors and forecast periods. The company has selected a third party software solution to assist in the application of the new standard. The Company has elected to delay its adoption of ASU 2016-13, as provided by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act) until the date on which the National Emergency concerning COVID-19 is terminated or December 31, 2020, whichever occurs first. Upon adoption of ASU 2016-13, the Company will recognize a one-time cumulative effect adjustment through retained earnings to increase its allowance for credit loss and to increase its unfunded loan commitment liability as of January 1, 2020.

(12) Risks and Uncertainties

Beginning in March 2020, the Company experienced negative impacts to ~~our~~its business in the form of requests for loan deferrals of principal and interest due to the business disruption caused by COVID-19. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. At this time, it is difficult to quantify the impact COVID-19 will have on ~~the rest of 2020.~~future periods. The Company has evaluated the impact of the effects of COVID-19 and determined that there were no material or systematic adverse impacts on the Company’s ~~first and second quarter~~September 30, 2020 balance ~~sheets~~sheet and results of operations except for an increase in provision for loan losses and related allowance for loan losses.

On March 3, 2020, the Federal Reserve reduced the target federal funds rate by 50 basis points, followed by an additional reduction of 100 basis points on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 pandemic may adversely affect the Company’s financial condition and results of operations. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to continue to negatively impact net interest income, provision for loan losses, and noninterest income. Other financial impact could occur though such potential impact is unknown at this time.

As of ~~June~~September 30, 2020, the Company and Bank capital ratios were in excess of all regulatory requirements. While management believes that we have sufficient capital to withstand an extended economic recession brought about by the COVID-19 pandemic, our reported and regulatory capital ratios, as well as the ability of the Company and the Bank to pay dividends or make other distributions, could be adversely impacted by further credit losses.

~~Index~~

Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the CARES Act or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of ~~troubled debt restructurings (“TDR”)~~TDR classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES ACT or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures. Loan Modifications and payment deferrals made pursuant to COVID 19 as of September 30, 2020 totaled approximately $7 million, which included $2 million of commercial loans and $5 million of residential loans. As of June 30, 2020 these amounts totaled approximately $190 million, which included $45 million of commercial loans and $145 million of residential loans. The reduction in loan deferrals represents loans that are now paying in accordance with their terms. As of September 30, 2020, there was no material impact to delinquencies and non-accruals regarding the loans that came out of deferment.

At this time, we do not believe there exists any impairment to our goodwill, long-lived assets, right of use assets, held to maturity investment securities, or available-for-sale investment securities due to the COVID-19 pandemic. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

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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 ~~June~~September 30, 2020, and the related consolidated statements of income and comprehensive income for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019 and the related changes in shareholders’ equity and cash flows for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019, 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, 2019, 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 February 28, 2020, 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, 2019, 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
~~August~~November 6, 2020

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Index

Item 2.

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

~~Forward-looking~~Forward‑looking Statements

Statements included in this report and in future filings by TrustCo with the Securities and Exchange Commission, in TrustCo’s press releases, and in oral statements made with the approval of an authorized executive officer, including statements regarding the effect of the novel coronavirus disease (“COVID-19”) pandemic on our business, financial condition and results of operations and our continuing response to the COVID-19 pandemic, that are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Forward-looking statements can be identified by the use of such words as may, will, should, could, would, estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. TrustCo wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

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, 2019, the factors listed below, among others, in some cases have affected and in the future could affect TrustCo’s actual results and could cause TrustCo’s actual financial performance to differ materially from that expressed in any forward-looking statement. Additionally, many of these risks and uncertainties are currently elevated by and may or will continue to be elevated by the COVID-19 pandemic. Such factors include:

~~As a result of the~~The current pandemic related to COVID-19, causing TrustCo ~~may experience~~ a decline in the demand for products and services; an increase in loan delinquencies; problem assets and foreclosures; a decline in collateral value; a work stoppage, forced quarantine, or other interruption or the unavailability of key employees; an increase in the allowance for loan losses; a reduction in wealth management revenues; an increase in Federal Deposit Insurance Corporation premiums; a reduction in the value of the securities portfolio; ~~and~~or a decline in the net worth and liquidity of loan guarantors;

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 charge-offs, changes in property values, and changes in estimates of the adequacy of the allowance for loan and lease losses;

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

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;

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Index

the future earnings and capital levels of TrustCo and Trustco Bank and the continued non objection 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;

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;

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, 2019 and in our Form 10-Q for the quarter ended March 31, 2020.

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 ~~six~~‑nine‑month periods ended ~~June~~September 30, 2020 and 2019.

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Index

Introduction

The review that follows focuses on the factors affecting the financial condition and results of operations of TrustCo during the ~~three-month~~three‑month and ~~six-month~~ nine‑month periods ended ~~June~~September 30, 2020, with comparisons to the corresponding period in 2019, 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 2019 Annual Report to Shareholders on Form ~~10-K,~~10‑K, which was filed with the SEC on February 28, 2020, 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.

COVID-19 Impact

Beginning in March 2020, we experienced negative impacts to our business in the form of requests for loan deferrals of principal and interest due to the business disruption caused by COVID-19. In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. At this time, it is difficult to quantify the impact COVID-19 will have on ~~the rest of 2020.~~future periods. The Company has evaluated the impact of the effects of COVID-19 and determined that there were no material or systematic adverse impacts on the Company’s ~~first and second quarter 2020~~ balance sheets and results of operations as of and for the first nine month of 2020, except for an increase in the provision for loan losses as a result of the increased risk inherent in the loan portfolio resulting from the pandemic.

The following is a description of the impact the COVID-19 global pandemic is having our business:

Loan modifications

We began receiving requests from our borrowers for loan deferrals in March ~~2020.~~2020 and agreed with many borrowers to modify their loans. Modifications ~~include~~included the deferral of principal and/or interest payments for terms generally up to 90 days. Requests are evaluated individually and approved modifications are based on the unique circumstances of each borrower. We are committed to working with our clients to allow time to work through the challenges of this pandemic. At this time, it is uncertain what future impact loan modifications related to COVID-19 difficulties will have on our financial condition, results of operations and provision for loan losses. Loan modifications and payment deferrals as a result of COVID-19 that meet the criteria established under Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) or under applicable interagency guidance of the federal banking regulators are excluded from evaluation of troubled debt restructuring (“TDR”) classification and will continue to be reported as current during the payment deferral period. The Company’s policy is to continue to accrue interest during the deferral period. Loans not meeting the CARES Act or regulatory guidance are evaluated for TDR and non-accrual treatment under the Company’s existing policies and procedures.

As of July 10, 2020, the initial deferral period had expired for 231 loans, totaling $43.3 million. Of the $43.3 million, approximately 74% have begun repayment and the remaining 26% are being evaluated by management for an additional extension.

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Index

The following table shows the number of loans and the outstanding loan balances at the time the principal and interest deferrals were approved as of September 30, 2020 and June 30, 2020:

(Dollars In Thousands)
New York and Other states*:
Number
of loans

Outstanding
loan balance

Commercial 79 $ 39,630
Residential mortgage loans 441 94,028
Home equity line of credit 13 641
Installment loans 5 150
Total 538 $ 134,449

Florida:
Number
of loans

Outstanding
loan balance

Commercial 5 $ 5,392
Residential mortgage loans 205 49,745
Home equity line of credit 1 9
Installment loans 3 86
Total 214 $ 55,232

					September 30, 2020				June 30, 2020
(Dollars In Thousands)
New York and Other states*:					Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Commercial						5	$	1,351		79	$	39,630
Residential mortgage loans						13		2,780		441		94,028
Home equity line of credit						-		-		13		641
Installment loans						1		88		5		150
Total						19	$	4,219		538	$	134,449


Florida:					Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Commercial						1	$	574		5	$	5,392
Residential mortgage loans						10		2,387		205		49,745
Home equity line of credit						-		-		1		9
Installment loans						-		-		3		86
Total						11	$	2,961		214	$	55,232


Total:	Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Commercial		84	$	45,022		6	$	1,925		84	$	45,022
Residential mortgage loans		646		143,773		23		5,167		646		143,773
Home equity line of credit		14		650		-		-		14		650
Installment loans		8		236		1		88		8		236
Total		752	$	189,681		30	$	7,180		752	$	189,681

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

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Index

The commercial loans that ~~are~~were deferred ~~include~~included various types of businesses. The following table shows the ~~number of~~remaining commercial loans and the outstanding loan balances, by industry, at the time the principal and interest deferrals were approved as of September 30, 2020 and June 30, 2020:

(Dollars In Thousands)
New York and Other states*
Number
of loans

Outstanding
loan balance

Fitness and Recreational Sports Centers 7 $ 11,534
Lessors and Property Managers of Nonresidential Buildings 7 6,551
Lessors and Property Managers of Residential Buildings 31 9,818
Other various businesses 14 2,558
Lessors of Nonresidential Buildings - Self Storage Units 2 2,238
New Single-Family Housing Construction 3 1,921
Food Service 5 1,351
Retail 4 1,349
New Single-Family Housing Construction - Land Development 3 1,260
Commercial Construction 3 1,050
79 $ 39,630

Florida:
Number
of loans

Outstanding
loan balance

Fitness and Recreational Sports Centers - $ -
Lessors and Property Managers of Nonresidential Buildings 2 4,533
Lessors and Property Managers of Residential Buildings 1 46
Other various businesses 1 319
Lessors of Nonresidential Buildings - Self Storage Units 1 494
New Single-Family Housing Construction - -
Food Service - -
Retail - -
New Single-Family Housing Construction - Land Development - -
Commercial Construction - -
5 $ 5,392

					September 30, 2020				June 30, 2020
(Dollars In Thousands)
New York and Other states*					Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Fitness and Recreational Sports Centers						-	$	-		7	$	11,534
Lessors and Property Managers of Nonresidential Buildings						-		-		7		6,551
Lessors and Property Managers of Residential Buildings						-		-		31		9,818
Other various businesses						-		-		14		2,558
Lessors of Nonresidential Buildings - Self Storage Units						-		-		2		2,238
New Single-Family Housing Construction						-		-		3		1,921
Food Service						5		1,351		5		1,351
Retail						-		-		4		1,349
New Single-Family Housing Construction - Land Development						-		-		3		1,260
Commercial Construction						-		-		3		1,050
						5	$	1,351		79	$	39,630


Florida:					Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Fitness and Recreational Sports Centers						-	$	-		-	$	-
Lessors and Property Managers of Nonresidential Buildings						-		-		2		4,533
Lessors and Property Managers of Residential Buildings						-		-		1		46
Other various businesses						-		-		1		319
Lessors of Nonresidential Buildings - Self Storage Units						-		-		1		494
New Single-Family Housing Construction						-		-		-		-
Food Service						1		574		-		-
Retail						-		-		-		-
New Single-Family Housing Construction - Land Development						-		-		-		-
Commercial Construction						-		-		-		-
						1	$	574		5	$	5,392


Total:	Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance		Number of loans		Outstanding loan balance
Fitness and Recreational Sports Centers		7	$	11,534		-	$	-		7	$	11,534
Lessors and Property Managers of Nonresidential Buildings		9		11,084		-		-		9		11,084
Lessors and Property Managers of Residential Buildings		32		9,864		-		-		32		9,864
Other various businesses		15		2,877		-		-		15		2,877
Lessors of Nonresidential Buildings - Self Storage Units		3		2,732		-		-		3		2,732
New Single-Family Housing Construction		3		1,921		-		-		3		1,921
Food Service		5		1,351		6		1,925		5		1,351
Retail		4		1,349		-		-		4		1,349
New Single-Family Housing Construction - Land Development		3		1,260		-		-		3		1,260
Commercial Construction		3		1,050		-		-		3		1,050
		84	$	45,022		6	$	1,925		84	$	45,022

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

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Index

Paycheck Protection Program (PPP) and Liquidity

As part of the CARES Act, approved by the President on March 27, 2020, the Small Business Administration (SBA) ~~has been~~was authorized to guarantee loans under the PPP through August 8, 2020 for small businesses ~~who meet~~that met the necessary eligibility requirements in order to keep their workers on the payroll. The Company began accepting applications on April 3, 2020. As of ~~June~~September 30, 2020, 663 PPP loans totaling $45.7 million have been processed. The Company received loan origination fees which are being recognized over the life of the loan using the effective yield method.

On April 9, 2020, the FDIC, Federal Reserve and OCC created the Paycheck Protection Program Liquidity Facility (PPPLF) to bolster the effectiveness of the PPP by providing liquidity to and neutralizing the regulatory capital effects on participating financial institutions. We do not intend to utilize the liquidity relief offered by the PPPLF as we do not expect our participation in the PPP to have a negative impact on our liquidity position, capital resources, financial condition or results of operations.

Asset impairment

At this time, we do not believe there exists any impairment to our goodwill, long-lived assets, right of use assets, held to maturity investment securities or available-for-sale investment securities due to the COVID-19 pandemic. It is uncertain whether prolonged effects of the COVID-19 pandemic will result in future impairment charges related to any of the aforementioned assets.

Provision for loan losses

See “Allowance for Loan Losses” for more information.

Preventative measures

The Company has instituted preventative measures at branch and back office locations to protect the health of both the customers and our employees, including regular deep cleaning of facilities, adhering to CDC guidelines, and practicing “social distancing.” These additional expenses did not have a material impact on the Company for the ~~second quarter of~~nine months ended September 30, 2020.

Federal Reserve Actions

The Federal Reserve Board has taken several actions to support the flow of credit to households and businesses. Some of these pertinent actions include:

The establishment of the Commercial Paper Funding Facility, the Money Market Mutual Fund Liquidity Facility, and the Primary Dealer Credit Facility;

The expansion of central bank liquidity swap lines;

Index

Steps to enhance the availability and ease terms for borrowing at the discount window;

The elimination of reserve requirements;

~~Index~~

Guidance encouraging banks to be flexible with customers experiencing financial challenges related to the ~~coronavirus~~COVID-19 and to utilize their liquidity and capital buffers in doing so;

expanding access to its Paycheck Protection Program Liquidity Facility (PPPLF) for additional SBA-qualified ~~lenders~~lenders;

Statements encouraging the use of daylight credit at the Federal Reserve.

Economic Overview

During the ~~second~~third quarter of 2020 financial markets continued to be influenced by the economic conditions that resulted from the COVID-19 pandemic. After a ~~dismal first quarter, stocks rebounded~~rebound in the second quarter, ~~with~~stocks continued to show strong gains in the third quarter, pushing the S&P 500 ~~Index recording its best quarterly performance since 1998 up 20.0% from the first quarter of 2020,~~index and the ~~Dow Jones Industrial Average jumped the most since 1987, up 17.8% from the first quarter of 2020.~~Nasdaq Composite index to record highs in late August. Credit markets continue to be driven by worldwide economic news, effects of COVID-19, and demand shifts. The shape of the yield curve remained consistent during the quarter as compared to prior quarters. The 10-year Treasury bond averaged ~~.69%~~.65% during the ~~second~~third quarter compared to ~~1.37%~~.69% in the ~~first~~second quarter of 2020, a decrease of 684 basis ~~points. The~~points, and the 2-year Treasury bond average rate decreased 895 basis points to ~~.19% resulting in a steepening of the yield curve.~~.14%. The spread between the 10-year and the 2-year Treasury bonds expanded slightly from ~~0.28%~~0.49% on average in the ~~first~~second quarter to ~~0.49%~~0.51% in the ~~second~~third quarter of 2020. This spread had been depressed in recent years and compares to 2.42% during its most recent peak in the fourth quarter of 2013. Steeper yield curves are generally 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 Federal Funds rate remained flat at 0.00% to ~~%0.25~~0.25% for the quarter. Spreads for most asset classes, including agency securities, corporates, municipals and ~~mortgage~~‑mortgage‑backed securities, were down by the end of the quarter as compared to the levels of a year earlier. Changes in rates and spreads during the current quarter ~~were primarily due~~continue to be from the effects of the COVID-19 pandemic.

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Index

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



Q2/19	Beg of Q2	2.40	2.27	2.23	2.41	0.14
	Peak	2.47	2.41		2.60	0.30
	Trough	2.11	1.71	1.73	2.00	0.14
	End of Q2	2.12	1.75	1.76	2.00	0.25
	Average in Q2	2.35	2.13	2.12	2.34	0.21

Q3/19	Beg of Q3	2.12	1.75	1.76	2.00	0.25	Beg of Q3	2.12	1.75	1.76	2.00	0.25
	Peak	2.26	1.92	1.88	2.13	0.28	Peak	2.26	1.92	1.88	2.13	0.28
	Trough	1.80	1.43	1.32	1.47	-0.04	Trough	1.80	1.43	1.32	1.47	-0.04
	End of Q3	1.88	1.63	1.55	1.68	0.05	End of Q3	1.88	1.63	1.55	1.68	0.05
	Average in Q3	2.03	1.69	1.63	1.80	0.11	Average in Q3	2.03	1.69	1.63	1.80	0.11

Q4/19	Beg of Q4	1.88	1.63	1.55	1.68	0.05	Beg of Q4	1.88	1.63	1.55	1.68	0.05
	Peak	1.82	1.68	1.75	1.94	0.34	Peak	1.82	1.68	1.75	1.94	0.34
	Trough	1.52	1.39	1.34	1.52	0.09	Trough	1.52	1.39	1.34	1.52	0.09
	End of Q4	1.55	1.58	1.69	1.92	0.34	End of Q4	1.55	1.58	1.69	1.92	0.34
	Average in Q4	1.61	1.59	1.61	1.79	0.20	Average in Q4	1.61	1.59	1.61	1.79	0.20

Q1/20	Beg of Q1	1.55	1.58	1.69	1.92	0.34	Beg of Q1	1.55	1.58	1.69	1.92	0.34
	Peak	1.59	1.58	1.67	1.88	0.68	Peak	1.59	1.58	1.67	1.88	0.68
	Trough	0.00	0.23	0.37	0.54	0.12	Trough	0.00	0.23	0.37	0.54	0.12
	End of Q1	0.11	0.23	0.37	0.70	0.47	End of Q1	0.11	0.23	0.37	0.70	0.47
	Average in Q1	1.10	1.08	1.14	1.37	0.28	Average in Q1	1.10	1.08	1.14	1.37	0.28

Q2/20	Beg of Q2	0.11	0.23	0.37	0.70	0.47	Beg of Q2	0.11	0.23	0.37	0.70	0.47
	Peak	0.26	0.28	0.48	0.91	0.69	Peak	0.26	0.28	0.48	0.91	0.69
	Trough	0.09	0.13	0.28	0.58	0.38	Trough	0.09	0.13	0.28	0.58	0.38
	End of Q2	0.16		0.29	0.66	0.50	End of Q2	0.16	0.16	0.29	0.66	0.50
	Average in Q2	0.14	0.19	0.36	0.69	0.49	Average in Q2	0.14	0.19	0.36	0.69	0.49

Q3/20							Beg of Q3	0.16	0.16	0.29	0.66	0.50
							Peak	0.16	0.17	0.32	0.74	0.60
							Trough	0.09	0.11	0.19	0.52	0.41
							End of Q3	0.10	0.13	0.28	0.69	0.56
							Average in Q3	0.14	0.14	0.27	0.65	0.51

The United States economy ~~continued to show~~showed some modest improvements in various areas heading into 2020 until the COVID-19 uncertainty began to gain ~~momentum.~~momentum throughout the year. 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.

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 well capitalized 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, particularly those arising during the 2008-2010 financial crisis. Nevertheless, the Company may experience increases in nonperforming loans (“NPLs”) relative to historical levels from time to time. Should general housing prices and other economic measures, such as unemployment in the Company’s market areas, deteriorate as a result of the COVID-19 pandemic, the Company may experience an increase in the level of credit risk and in the amount of its classified and nonperforming loans.

4948

Index

In a direct response to the COVID-19 pandemic, on March 27, 2020 Congress passed the CARES Act. Included in the CARES Act is support for small businesses, direct payments to lower and middle income families, expanded unemployment insurance, additional funding for health care providers, as well as support for other industries. The Federal Reserve Board, in an attempt to increase liquidity and promote the normal functioning of financial markets, also provided support by increasing purchases of Treasury securities and agency mortgage-backed securities.

Financial Overview

TrustCo recorded net income of ~~$11.3~~$14.1 million, or ~~$0.117~~$0.146 of diluted earnings per share, for the ~~three~~ three‑months ended ~~June~~September 30, 2020, compared to net income of $14.7 million, or ~~$0.151~~$0.152 of diluted earnings per share, in the same period in 2019. Return on average assets was ~~0.82%~~.98% and ~~1.14%~~1.12%, respectively, for the ~~three-months~~three‑months ended ~~June~~September 30, 2020 and 2019. Return on average equity was ~~8.21%~~10.04% and ~~11.60%~~11.19%, respectively, for the ~~three-months~~three‑months ended ~~June~~September 30, 2020 and 2019.

The primary factors accounting for the slight change in net income for the ~~three~~ three‑months ended ~~June~~September 30, 2020 compared to the same period of the prior year were:

•

An increase in the average balance of interest earning assets of ~~$310.1~~$501.2 million ~~or 6.1%~~ to ~~$5.35~~$5.58 billion for the ~~second~~third quarter of 2020 compared to the same period in 2019.

A decrease in taxable equivalent net interest margin for the ~~second~~third quarter of 2020 to ~~2.81%~~2.73% from ~~3.11%~~3.04% in the prior year period. ~~The~~

An overall decrease in noninterest expense of $1.4 million for the ~~margin, offset with the increase in average earning assets, resulted in a decrease of $1.5 million in taxable equivalent net interest income in the second~~third quarter of 2020 compared to the ~~second~~third quarter of 2019.

~~An increase of $2.3 million in~~A provision for loan losses of $1 million for the ~~second~~third quarter of 2020 as compared with no provision for loan losses in the third quarter of 2019.

A decrease of $584 thousand in noninterest income for the third quarter of 2020 compared to the ~~second~~third quarter of 2019. ~~This increase is primarily driven by the uncertainty surrounding the current pandemic.~~

A decrease of ~~$1.5 million~~$478 thousand in ~~noninterest~~net interest income for the ~~second~~third quarter of 2020 compared to the ~~second quarter 2019. The decrease is primarily driven by less financial services income due to lower market values of managed asset balances, as well as less overdraft fees from customers.~~

~~A decrease of $1.0 million in noninterest expense for the second~~third quarter of ~~2020 compared to the second quarter~~ 2019. ~~This decrease is primarily driven by ongoing efforts to control costs.~~

~~Index~~

TrustCo recorded net income of ~~$24.6~~$38.6 million, or ~~$0.254~~$0.400 of diluted earnings per share, for the ~~six~~‑~~months~~nine-months ended ~~June~~September 30, 2020, compared to net income of ~~$29.2~~$43.9 million, or ~~$0.302~~$0.453 of diluted earnings per share, in the same period in 2019. Return on average assets was ~~0.92%~~.94% and ~~1.15%~~1.14%, respectively, for the ~~six-months~~nine‑months ended ~~June~~September 30, 2020 and 2019. Return on average equity was ~~9.04%~~9.38% and ~~11.76%~~11.56%, respectively, for the ~~six-months~~nine‑months ended ~~June~~September 30, 2020 and 2019.

Asset/Liability Management

The Company strives to generate its earnings capabilities through a mix of core deposits funding a prudent mix of interest 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~~short‑term and ~~long-term~~long‑term basis.

Index

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~~10‑K for the year ended December 31, 2019 is a description of the effect interest rates had on the results for the year 2019 compared to 2018. Many of the same market factors discussed in the 2019 Annual Report continued to have a significant impact on results through the ~~second~~third quarter of 2020, as well as the economic effect of COVID-19.

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 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. During ~~2007~~‑2007‑2008 the FRB aggressively reduced the Federal Funds rate, including a decrease from 4.25% at the beginning of 2008 to a target range of 0.00% to 0.25% by the end of 2008. The target range remained at that level until December 2015 when the range was increased to 0.25% to 0.50%. Subsequent increases resulted ~~in the~~a range of 2.25% to 2.50% until the second half of 2019 when the rate was cut several times before the end of 2019. During the first quarter of 2020 the rate was significantly decreased again as a result of the global pandemic related to COVID-19, and has returned the range of 0.00% to 0.25%.

~~Index~~

The ~~interest rate on the ten-year Treasury bond and other long-term interest rates have significant influence on the rates for new residential real estate loans. These~~ changes in interest rates have an effect on the Company relative to the interest income on loans, securities, and Federal Funds sold and other short-term instruments as well as the interest expense on deposits and borrowings. Residential real estate loans and ~~longer~~‑longer‑term investments are most affected by the changes in longer term market interest rates such as the 10‑10‑year Treasury. The Federal Funds sold portfolio and other ~~short~~‑short‑term investments are affected primarily by changes in the Federal Funds target rate. Deposit interest rates are most affected by short term market interest rates. Also, changes in interest rates have an effect on the recorded balance of the securities available for sale portfolio, which are recorded at fair value. Generally, as market interest rates increase, the fair value of the securities will decrease and the reverse is also generally applicable. Interest rates on new residential real estate loan originations are also influenced by the rates established by secondary market participants such as Freddie Mac and Fannie Mae. Because TrustCo is a portfolio lender and does not sell loans into the secondary market, the Company establishes rates that management determines are appropriate in light of the long-term nature of residential real estate loans while remaining competitive with the secondary market rates. Higher market interest rates also generally increase the value of retail deposits.

Index

TrustCo’s principal loan products are residential real estate loans. As noted above, residential real estate loans and ~~longer~~‑longer‑term investments are most affected by the changes in longer term market interest rates such as the ~~ten-year~~10-year Treasury. The 10‑10‑year Treasury yield was down ~~110~~114 basis points, on average, during the ~~second~~third quarter of 2020 compared to the fourth quarter of 2019 and was down ~~165~~115 basis points as compared to the ~~second~~third quarter of 2019.

While TrustCo has been affected by changes in financial markets over time, the impacts have been 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 significant capacity to grow its balance sheet given its extensive branch network. 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 ~~second~~third quarter of 2020, the net interest margin was ~~2.81%~~2.73%, down 3031 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~~short‑term investments increased by ~~$181.3~~$472.8 million while the average yield decreased ~~230~~209 basis points in the ~~second~~third quarter of 2020 compared to the same period in 2019.

The average balance of securities available for sale decreased by ~~$137.8~~$218.1 million ~~while~~and the average yield decreased 3129 basis points to ~~2.08%~~2.05%. The average balance of held to maturity securities decreased by ~~$4.0~~$4.4 million and the average yield decreased 2018 basis points to ~~3.75%~~3.52% for the ~~second~~third quarter of 2020 compared to the same period in 2019.

The average loan portfolio grew by $254.6 million to $4.20 billion while the average yield decreased 32 basis points to 3.94% in the third quarter of 2020 compared to the same period in 2019.

The average balance of interest bearing liabilities (primarily deposit accounts) increased $292.4 million while the average rate paid decreased 42 basis points to 0.52% in the third quarter of 2020 compared to the same period in 2019.

5251

Index

~~The average loan portfolio grew by $270.5 million to $4.15 billion and the average yield decreased 26 basis points to 4.02% in the second quarter of 2020 compared to the same period in 2019.~~

The average balance of interest bearing liabilities (primarily time deposits) increased $156.4 million and the average rate paid decreased 27 basis points to 0.64% in the second quarter of 2020 compared to the same period in 2019.

During the ~~second~~third quarter of 2020, 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 iswas to offer competitive shorter term rates which allowed the Bank to gain market share as well as retain our existing time deposits. This strategy drove growth at a relatively low cost that will sustain TrustCo’s strong liquidity position and continue to allow us to cross sell new and existing relationships and take advantage of opportunities as they arise.

Earning Assets

Total average interest earning assets increased from ~~$5.04~~$5.08 billion in the ~~second~~third quarter of 2019 to ~~$5.35~~$5.58 billion in the same period of 2020 with an average yield of ~~3.33%~~3.15% in the ~~second~~third quarter of 2020 and ~~3.86%~~3.82% in the ~~second~~third quarter of 2019. There was a shift in the mix of assets towards a higher proportion of federal funds sold and other short-term investments from securities available for sale. The sharp decrease in the federal funds rate during ~~the last month of the first quarter~~March of 2020 significantly decreased the average yield on the federal funds sold and other short-term investments from ~~2.41%~~2.19% in the ~~second~~third quarter of 2019 to ~~0.11%~~0.10% in the ~~second~~third quarter of 2020, which drove down the overall yield on interest earning assets. Interest income on average earning assets decreased from ~~$48.7~~$48.5 million in the ~~second~~third quarter of 2019 to ~~$44.6~~$44.0 million in the ~~second~~third quarter of 2020, on a tax equivalent basis, and was primarily driven by the mix of assets shift and the lower federal funds rate as mentioned above.

Loans

The average balance of loans was ~~$4.15~~$4.20 billion in the ~~second~~third quarter of 2020 and ~~$3.88~~$3.94 billion in the comparable period in 2019. The yield on loans was down 2632 basis points to ~~4.02%~~3.94%. Interest income on loans was ~~$41.7~~$41.3 million in the ~~second~~third quarter of 2020 ~~up $233~~down $593 thousand from the same period in 2019. The higher average balances ~~was slightly more than enough to~~did not offset the decrease in yield.

Compared to the ~~second~~third quarter of 2019, the average balance of residential mortgage loans and commercial loans ~~increased.~~increased while home equity lines of credit and installment loans decreased. The average balance of residential mortgage loans was ~~$3.65~~$3.70 billion in ~~the second quarter of~~ 2020 compared to ~~$3.40~~$3.47 billion in 2019, an increase of ~~7.6%~~6.9%. The average yield on residential mortgage ~~loans~~loan decreased by 1624 basis points to ~~3.98%~~3.89% in the ~~second~~third quarter of 2020 compared to 2019.

~~Index~~

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 an eventual 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.

Index

Commercial loans, which consist primarily of loans secured by commercial real estate, increased ~~$33.1~~$41.0 million to an average balance of ~~$223.0~~$231.5 million in the ~~second~~third quarter of 2020 compared to the same period in the prior year, primarily as a result of the issuance of the PPP loans. The average yield on this portfolio was down 6891 basis points to ~~4.68%~~4.54% compared to the prior year period, primarily as a result of the 1% interest rate on the PPP Loans. The Company ~~remains~~remained selective in underwriting non-PPP commercial loans in recent periods as the apparent risk/reward balance has been less favorable in many cases.

The average yield on home equity credit lines decreased ~~112~~97 basis points to ~~3.89%~~3.98% during the ~~second~~third quarter of 2020 compared to the ~~year earlier period.~~same period in 2019. The decrease in yield is the result of prime rate decreases which impacted some loans as well as a smaller percentage of lower yielding initial rate balances. The average balances of home equity lines decreased ~~7.0%~~8.6% to ~~$260.0~~$251.5 million in the ~~second~~third quarter of 2020 as compared to the prior year. ~~Customers~~Consistent with prior periods, customers with home equity lines continue to refinance their balances into fixed rate mortgage ~~loans.~~loans and have been less likely to draw on home equity lines due to reduced tax benefits.

Securities Available for Sale

The average balance of the securities available for sale portfolio for the ~~second~~third quarter of 2020 was ~~$454.0~~$429.3 million compared to ~~$591.8~~$647.5 million for the comparable period in 2019. The declining balance reflects routine sales, paydowns, calls and maturities, partially offset by new investment purchases. The current interest rate environment has significantly contributed to more bonds being called. The average yield was ~~2.08%~~2.05% for the ~~second~~third quarter of 2020 compared to ~~2.39%~~2.34% for the ~~second~~third quarter of 2019. This portfolio is primarily comprised of agency issued residential mortgage backed securities and collateralized mortgage obligations, bonds issued by government sponsored enterprises (such as Fannie Mae, the Federal Home Loan Bank, and Freddie Mac), 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 accumulated other comprehensive ~~loss,~~income, net of tax.

The net unrealized gain in the available for sale securities portfolio was ~~$10.9~~$10.6 million as of ~~June~~September 30, 2020 compared to a net unrealized gain of $391 thousand as of December 31, 2019. The unrealized gain in the portfolio is primarily the result of changes in market interest rate levels.

~~Index~~

Held to Maturity Securities

The average balance of held to maturity securities was ~~$17.2~~$15.8 million for the ~~second~~third quarter of 2020 compared to ~~$21.2~~$20.2 million in the ~~second~~third quarter of 2019. The decrease in ~~balances~~balance reflects routine ~~paydowns and calls.~~paydowns. No new securities were added to this portfolio during the period. The average yield was ~~3.75%~~3.52% for the ~~second~~third quarter of 2020 compared to ~~3.95%~~3.70% for the ~~year earlier period.~~same period in 2019. TrustCo expects to hold the securities in this portfolio until they mature or are called.

As of ~~June~~September 30, 2020, this portfolio consisted solely of agency issued residential mortgage-backed securities. The balances for these securities are recorded at amortized cost.

Index

Federal Funds Sold and Other ~~Short-term~~Short‑term Investments

The 2020 ~~second~~third quarter average balance of Federal Funds sold and other ~~short~~‑short‑term investments ~~was $727.0~~were $938.1 million, a ~~$181.3~~$472.8 million increase from the ~~$545.7~~$465.3 million average for the same period in 2019. The yield was ~~0.11%~~0.10% for the ~~second~~third quarter of 2020 and ~~2.41%~~2.19% for the comparable period in 2019. Interest income from this portfolio decreased ~~$3.1~~$2.3 million from ~~$3.3~~$2.6 million in 2019 to ~~$193~~$242 thousand in 2020. The higher average balances ~~was~~did not ~~enough to~~ offset several target rate decreases.

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

Funding Opportunities

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

Total average interest bearing ~~deposit~~ accounts (which includes interest bearing checking, money market accounts, savings and time deposits) increased ~~$146.2~~$258.8 million to ~~$4.15~~$4.28 billion for the ~~second~~third quarter of 2020 versus the ~~second~~third quarter in the prior year, and the average rate paid decreased from ~~0.91%~~0.95% for 2019 to ~~0.64%~~0.52% for 2020. Total interest expense on these deposits decreased ~~from $9.1~~$3.9 million to ~~$6.7~~$5.6 million in the ~~second~~third quarter of 2020 compared to the ~~year earlier period.~~same period in 2019. From the ~~second~~third quarter of 2019 to the ~~second~~third quarter of 2020, interest bearing demand account average balances were up ~~8.4%~~17.2%, certificates of deposit average balances were down ~~3.1%~~7.0%, ~~non-interest~~non‑interest demand average balances were up ~~31.1%~~41.8%, average savings balances increased ~~2.6%~~8.5% and money market balances were up ~~15.9%~~20.2%. Our growth in deposits came at relatively low cost and continues to be offset by higher earnings on loan yields and returns in the investment portfolio. Because we offered competitive shorter term CD rates in the past, we expect cost of interest bearing liabilities to continue to decrease as these reprice at lower rates.

~~Index~~

At ~~June~~September 30, 2020, the maturity of total time deposits is as follows:

(dollars in thousands)

Under 1 year	$	1,304,284	$	1,184,740
1 to 2 years		72,695		106,072
2 to 3 years		10,380		9,774
3 to 4 years		3,152		3,015
4 to 5 years		2,062		1,223
Over 5 years		196		200
	$	1,392,769	$	1,305,024

Average ~~short-term~~short‑term borrowings for the ~~second~~ quarter were ~~$172.8~~$193.8 million in 2020 compared to ~~$162.7~~$160.2 million in 2019. The average rate decreased during this time period from ~~0.94%~~0.90% in 2019 to ~~0.55%~~0.45% in 2020. The ~~short-term~~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.

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 potential 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.

Index

Net Interest Income

Taxable equivalent net interest income decreased by ~~$1.5 million~~$478 thousand to ~~$37.7~~$38.2 million in the ~~second~~third quarter of 2020 compared to the same period in 2019. The net interest spread was down 2625 basis points to ~~2.69%~~2.63% in the ~~second~~third quarter of 2020 compared to the same period in 2019. As previously noted, the net interest margin was down 3031 basis points to ~~2.81%~~2.73% for the ~~second~~third quarter of 2020 compared to the same period in 2019.

Taxable equivalent net interest income decreased by ~~$2.7~~$3.2 million to ~~$76.2~~$114.4 million in the first ~~six-months~~nine‑months of 2020 compared to the same period in 2019. The net interest spread was down 2324 basis points to ~~2.80%~~2.74% in the first ~~six-months~~nine‑months of 2020 compared to the same period in 2019. ~~Net~~The net interest margin was down 2427 basis points to ~~2.93%~~2.86% for the first ~~six~~‑nine‑months of 2020 compared to the same period in 2019.

Nonperforming Assets

Nonperforming assets include nonperforming loans (“NPLs”), which are those loans in a ~~non~~‑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. As of ~~June~~September 30, 2020, there were no pandemic related deferrals that have been recorded as NPLs or ~~troubled debt restructurings (“TDRs”)~~.TDRs.

~~Index~~

The following describes the nonperforming assets of TrustCo as of ~~June~~September 30, 2020:

Nonperforming loans and foreclosed real estate: Total NPLs were ~~$21.9~~$21.8 million at ~~June~~September 30, 2020, compared to $20.9 million at December 31, 2019 and ~~$22.1~~$21.0 million at ~~June~~September 30, 2019. There were ~~$21.9~~$21.8 million of ~~non-accrual~~non‑accrual loans at ~~June~~September 30, 2020 compared to $20.8 million at December 31, 2019 and ~~$22.1~~$21.0 million at ~~June~~September 30, 2019. There were no loans at ~~June~~September 30, 2020 and 2019 and December 31, 2019 that were past due 90 days or more and still accruing interest.

At ~~June~~September 30, 2020, nonperforming loans primarily include a mix of commercial and residential loans. Of total nonperforming loans of ~~$21.9~~$21.8 million at ~~June~~September 30, 2020, ~~$21.3~~$21.2 million were residential real estate loans, ~~$571~~$491 thousand were commercial loans and mortgages and $6$49 thousand were installment loans, compared to $20.0 million, $816 thousand and $3 thousand, respectively, at December 31, 2019.

A significant percentage of nonperforming loans are residential real estate loans, which are historically ~~lower-risk~~lower‑risk than most other types of loans. Net ~~recoveries~~chargeoffs were ~~$27~~$4 thousand on residential real estate loans (including home equity lines of credit) for the ~~second~~third quarter of 2020 compared to net ~~recoveries $79~~chargeoffs of $39 thousand for the ~~second~~third quarter of 2019. Management believes that these loans have been appropriately written down where required.

Index

Ongoing portfolio management is intended to result in early identification and disengagement from deteriorating credits. TrustCo has a diversified loan portfolio that includes a significant balance of residential mortgage loans to borrowers in the Capital Region of New York and avoids concentrations to any one borrower or any single industry. TrustCo has no advances to borrowers or projects located outside the United States. TrustCo continues to identify delinquent loans as quickly as possible and to move promptly to resolve problem loans. Efforts to resolve delinquencies begin immediately after the payment grace period expires, with repeated, automatically generated notices, as well as personalized phone calls and letters. Loans are placed in nonaccrual status once they are 90 days past due, or earlier if management has determined that such classification is appropriate. Once in nonaccrual status, loans are either brought current and maintained current, at which point they may be returned to accrual status, or they proceed through the foreclosure process. Due to the recent COVID-19 pandemic, the Bank is monitoring recent state regulatory mandates ~~by state~~ in regards to a moratorium on foreclosures. The collateral on nonaccrual loans is evaluated periodically, and the loan value is written down if the collateral value is insufficient.

The Company originates loans throughout its ~~branch~~deposit franchise area. At ~~June~~September 30, 2020, ~~73.2%~~72.7% of its gross loan portfolio balances were in New York State and the immediately surrounding areas (including New Jersey, Vermont and Massachusetts), and ~~26.8%~~27.3% were in Florida. Those figures compare to 74.4% and 25.6%, respectively at December 31, 2019.

~~Index~~

Economic conditions vary widely by geographic location. As a percentage of the total nonperforming loans as of ~~June~~September 30, 2020, ~~5.1%~~5.8% were to Florida borrowers, compared to ~~94.9%~~94.2% to borrowers in New York and surrounding areas. For the ~~three~~ three‑months ended ~~June~~September 30, 2020, New York and surrounding areas experienced net chargeoffs of approximately ~~$11 thousand. There were no chargeoffs or recoveries~~$21 thousand, compared to none in ~~Florida for the second quarter of 2020.~~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~~non‑collection of principal and interest. Also as of ~~June~~September 30, 2020, 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 ~~TDR,~~troubled debt restructuring (TDR), as impaired loans. There were ~~$1.0~~$1.1 million of commercial mortgages and commercial loans classified as impaired as of ~~June~~September 30, 2020 compared to $1.4 million at December 31, 2019. There were ~~$19.3~~$20.6 million of impaired residential loans at ~~June~~September 30, 2020 and $19.5 million at December 31, 2019. The average balances of all impaired loans were ~~$20.6~~$20.7 million for the ~~six~~nine months of 2020 and $21.0 million for the full year 2019.

As of ~~June~~September 30, 2020 and December 31, 2019, the Company’s loan portfolio did not include any subprime mortgages or loans acquired with deteriorated credit quality.

~~At June~~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, 2020 ~~there was $830~~other real estate owned included $423 thousand of foreclosed real estate compared to $1.6 million at December 31, 2019.

Index

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

(dollars in thousands)
As of
June 30, 2020

As of
December 31, 2019

Amount
Percent of
Loans to
Total Loans
Amount
Percent of
Loans to
Total Loans

Commercial $ 4,167 5.12 % $ 3,805 4.47 %
Real estate - construction 314 0.65 % 311 0.70 %
Real estate mortgage - 1 to 4 family 39,349 87.90 % 35,632 87.96 %
Home equity lines of credit 3,810 6.09 % 3,999 6.60 %
Installment Loans 504 0.24 % 570 0.27 %
$ 48,144 100.00 % $ 44,317 100.00 %

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

(dollars in thousands)	As of September 30, 2020					As of December 31, 2019
			Percent of					Percent of
			Loans to					Loans to
	Amount		Total Loans			Amount		Total Loans
Commercial	$	4,083		5.12	%	$	3,805		4.47	%
Real estate - construction		315		0.64	%		311		0.70	%
Real estate mortgage - 1 to 4 family		40,458		88.12	%		35,632		87.96	%
Home equity lines of credit		3,734		5.89	%		3,999		6.60	%
Installment Loans		533		0.23	%		570		0.27	%
	$	49,123		100.00	%	$	44,317		100.00	%

At ~~June~~September 30, 2020, the allowance for loan losses was ~~$48.1~~$49.1 million, compared to ~~$44.4~~$44.3 million at ~~June~~September 30, 2019 and ~~$44.3 million~~ at December 31, 2019. The allowance represents ~~1.15%~~1.17% of the loan portfolio as of ~~June~~September 30, 2020 compared to ~~1.14%~~1.11% at ~~June~~September 30, 2019 and 1.09% at December 31, 2019.

The provision for loan losses was $2$1 million for the quarter ended ~~June~~September 30, 2020 ~~and a credit of $341 thousand~~compared to no provision for loan losses for the quarter ended ~~June~~September 30, 2019. The increase is primarily driven by the uncertainty in the current economic environment resulting from COVID-19. Net chargeoffs for the ~~three-month~~three‑month period ended ~~June~~September 30, 2020 were ~~$11~~$21 thousand ~~compared to net recoveries of $35~~and were $36 thousand for the prior year period. Net chargeoffs for the nine‑month period ended September 30, 2020 were $194 thousand and were $396 thousand for the prior year period.

~~Index~~

During the ~~second~~third quarter of 2020, there were ~~$6 thousand of~~ commercial loan net recoveries ~~$27~~of $1 thousand and $22 thousand of residential mortgage and consumer loan net chargeoffs compared with commercial loan net recoveries of $28 thousand and $64 thousand of net residential mortgage ~~recoveries offset by $44 thousand of~~and consumer loan chargeoffs ~~compared with $1 thousand~~in the third quarter of ~~net commercial loan recoveries, $54 thousand of residential mortgage recoveries, and $45 thousand of consumer loan chargeoffs for the same period prior year.~~2019.

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;

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; and

Index

The economic environment as a result of the global pandemic.

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.

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~~The Bank is a member of the ~~FHLBNY~~Federal Home Loan Bank of New York (“FHLBNY”) and is an eligible borrower at the ~~FRBNY~~Federal Reserve Bank of New York (“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~~deposits 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~~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.

~~Index~~

Using this model, the fair value of capital projections as of ~~June~~September 30, 2020 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 ~~June~~September 30, 2020. The following table indicates the impact on the fair value of capital assuming interest rates were to instantaneously increase by 100 bp, 200 bp, 300 bp and 400 bp or to decrease by 100 bp.

Index

As of ~~June~~September 30, 2020	Estimated Percentage of Fair value of Capital to Fair value of Assets
+400 BP		~~17.40~~18.50	%
+300 BP		~~17.60~~18.60
+200 BP		~~17.70~~18.60
+100 BP		~~18.00~~18.70
Current rates		~~17.30~~17.90
-100 BP		~~13.30~~13.80

Noninterest Income

Total noninterest income for the ~~second~~third quarter of ~~2019~~2020 was ~~$3.4~~$4.3 million ~~compared to~~versus $4.9 million for the ~~same period in the prior~~previous year. Financial services income was ~~down $315 thousand to $1.4~~$1.8 million in the ~~second~~third quarter of 2020 as compared to $1.5 million in the prior year period primarily as a result of fluctuations in asset market values under management and fees associated with estate settlements. Other income was $265 thousand, down $541 thousand in the third quarter of 2020 as compared to the ~~year-ago period, primarily as a result of lower asset market values under management.~~year ago period. Fees for services to customers were down ~~$804~~$310 thousand over the same period in the prior ~~year, primarily as a result of less overdraft fees.~~year. The fair value of assets under management was ~~$880~~$899 million at ~~June~~September 30, 2020 ~~$927.5~~and $928 million as of December 31, 2019 and ~~$886~~$896 million at ~~June~~September 30, 2019.

For the ~~six~~nine months ~~ended June~~through September 30, 2020 total noninterest income was ~~$8.8~~$13.1 million, down ~~$791 thousand~~$1.4 million compared to the prior year period. The decrease is ~~also primarily~~ the result of less financial services income as a result of lower asset market values under management throughout 2020, less fees for services to customers which is ~~also~~ driven by lower overdraft fees due to higher deposit balances, and a decrease in other income which also included a gain on the sale of the credit card portfolio in ~~the second quarter of~~ 2019, partially offset by a net gain on securities transactions.

Noninterest Expenses

Total noninterest expenses were ~~$23.9~~$22.7 million for the ~~three-months~~three‑months ended ~~June~~September 30, 2020, compared to ~~$24.9~~$24.1 million for the ~~three-months~~three‑months ended ~~June~~September 30, ~~2019~~.2019. Significant changes included a ~~$379~~decrease of $826 thousand ~~increase~~ in ~~net occupancy~~salaries and employee benefits which is primarily a result of lower stock-based compensation expense ~~offset by~~due to a ~~$103 thousand~~ decrease in ~~equipment expense,~~the Company’s stock price, a ~~$386~~$196 thousand decrease in professional services, a ~~$177 thousand~~$189 decrease in advertising expense, a ~~$242 thousand~~$148 decrease in ~~net~~ other real estate ~~(income)~~ expense, ~~and~~ a ~~$389~~$516 thousand decrease in other ~~expenses.~~expense, partially offset by an increase of $183 thousand in occupancy expense and a $378 thousand increase in FDIC and other insurance. Full time equivalent headcount ~~was 858~~decreased from 823 as of ~~June~~September 30, 2019 ~~814~~to 771 as of ~~December 31, 2019, and 806 as of June~~September 30, 2020. The decrease in FTE’s in the period presented was not due to the effects of the pandemic. The Company constantly hires qualified candidates and from time-to-time experiences fluctuations in head count.

~~Index~~

Total noninterest expenses were ~~$48.2~~$70.9 million for the ~~six-months~~nine‑months ended ~~June~~September 30, 2020, compared to ~~$49.8~~$73.8 million for the ~~six-months~~nine‑months ended ~~June~~September 30, 2019. Significant changes included ~~an increase~~a decrease of ~~$518~~$967 thousand in ~~net occupancy expense, offset by~~salaries and employee benefits, a ~~$203~~$285 thousand decrease in equipment expense, a ~~$555~~$751 thousand decrease in professional services, a ~~$474 thousand~~$663 decrease in advertising expense, a $172 decrease in other real estate expense, a $1.0 million decrease in other expense, partially offset by an increase of ~~$343~~$701 thousand in ~~FDIC and other insurance,~~occupancy expense and a ~~decrease of $497~~$150 thousand increase in ~~other expenses.~~outsourced services. The overall decrease in expenses for the three and nine months ended September 30, 2020 is primarily asa result of the Company’s continued efforts to control costs.

Index

Income Taxes

In the ~~second~~third quarter of 2020, TrustCo recognized income tax expense of ~~$3.9~~$4.8 million compared to ~~$4.9 million~~the same for the ~~second~~third quarter of 2019. The effective tax rates were ~~25.8%~~25.3% and ~~25.0%~~24.6% for the ~~second~~third quarters of 2020 and 2019, respectively. For the first ~~six-months,~~nine‑months, income taxes were ~~$8.2 million and $9.5~~$13.0 million in 2020, ~~and 2019, respectively.~~as compared to $14.3 million in 2019. The effective tax rates were ~~25.1%~~25.2% and 24.6% offor 2020 and 2019, respectively.

Capital Resources

Consistent with its ~~long-term~~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~~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 ~~June~~September 30, 2020 was ~~$553.4~~$560.5 million compared to ~~$515.6~~$526.2 million at ~~June~~September 30, 2019. TrustCo declared a dividend of $0.068125 per share in the ~~second~~third quarter of 2020. This results in a dividend payout ratio of ~~58.37%~~46.68% based on ~~second~~third quarter 2020 earnings of ~~$11.3~~$14.1 million.

6160

Index

The Bank and the Company reported the following capital ratios as of ~~June~~September 30, 2020 and December 31, 2019:

(Bank Only)	As of June 30, 2020					Well			Minimum for Capital Adequacy plus Capital Conservation			As of September 30, 2020					Well			Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾			Amount		Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio		527,145		9.603	%		5.000	%		4.000	%		533,874		9.329	%		5.000	%		4.000	%
Common equity tier 1 capital		527,145		18.320			6.500			7.000			533,874		18.491			6.500			7.000
Tier 1 risk-based capital		527,145		18.320			8.000			8.500			533,874		18.491			8.000			8.500
Total risk-based capital		563,265		19.576			10.000			10.500			570,127		19.747			10.000			10.500

	As of December 31, 2019					Well			Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Capitalized⁽¹⁾			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	516,775		9.940	%		5.000	%		4.000	%
Common equity tier 1 capital		516,775		18.412			6.500			7.000
Tier 1 risk-based capital		516,775		18.412			8.000			8.500
Total risk-based capital		551,975		19.666			10.000			10.500

(Consolidated)									As of September 30, 2020					Minimum for Capital Adequacy plus Capital Conservation
	As of June 30, 2020					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer⁽¹⁾⁽²⁾			Amount		Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	540,932		9.852	%		4.000	%	$	548,437		9.582	%		4.000	%
Common equity tier 1 capital		540,932		18.794			7.000			548,437		18.994			7.000
Tier 1 risk-based capital		540,932		18.794			8.500			548,437		18.994			8.500
Total risk-based capital		577,061		20.050			10.500			584,692		20.250			10.500

	As of December 31, 2019					Minimum for Capital Adequacy plus Capital Conservation
(dollars in thousands)	Amount		Ratio			Buffer⁽¹⁾⁽²⁾

Tier 1 leverage ratio	$	533,243		10.254	%		4.000	%
Common equity Tier 1 capital		533,243		18.988			7.000
Tier 1 risk-based capital		533,243		18.988			8.500
Total risk-based capital		568,463		20.242			10.500

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

~~(2) The June 30, 2020 and December 31, 2019 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent~~

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

(2)	The September 30, 2020 and December 31, 2019 common equity tier 1, tier 1 risk-based, and total risk-based capital ratios include a capital conservation buffer of 2.50 percent

In addition, at ~~June~~September 30, 2020, the consolidated equity to total assets ratio was ~~9.75%~~9.77%, compared to ~~10.43%~~10.31% at December 31, 2019 and ~~9.86%~~10.07% at ~~June~~September 30, 2019.

~~Index~~

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 was phased-in over several years and is fully in effect in 2020.

Index

As of ~~June~~September 30, 2020, the capital levels of both TrustCo and the Bank exceeded the minimum standards, including with the current and also fully ~~phased-in~~phased‑in capital conservation buffer is taken into account.

Under the Office of the Comptroller of the Currency’s (“OCC”) “prompt corrective action” regulations, a bank is deemed to be ~~“well-capitalized”~~“well‑capitalized” when its CET1, Tier 1, total ~~risk-based,~~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~~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 ~~June~~September 30, 2020 and 2019, Trustco Bank met the definition of ~~“well-capitalized.~~“well‑capitalized.”

As noted, the Company’s dividend payout ratio was ~~58.37%~~46.68% of net income for the ~~second~~third quarter of 2020 and ~~44.94%~~44.85% of net income for the ~~second~~third quarter of 2019. The ~~per-share~~per‑share dividend paid in the ~~second quarter~~third quarters of 2020 and 2019 was $0.068125. 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)~~(“DRP”) with approximately ~~11,192~~11,077 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.

Share Repurchase Program

~~On June 7, 2019 the Company’s Board~~The Company did not repurchase any of ~~Directors authorized a share repurchase program~~its shares of ~~up to 1,000,000 shares. During~~common stock during the three months ended March 31, 2020, the Company repurchased a total of 489 thousand shares at an average price per share of $7.11 for a total of $3.5 million under its Board authorized share repurchase program. The shares purchased as of March 31, 2020 represent .51% of our common shares outstanding. On April 16, 2020 the Company announced that it has suspended its share repurchase program.September 30, 2020.

~~Index~~

Critical Accounting Policies ~~and Estimates~~

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.

Index

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, 2019 is a description of the significant accounting policies that are utilized by the Company in the preparation of the Consolidated Financial Statements.

Recent Accounting Pronouncements

Please refer to Note 11 to the consolidated financial statements for a detailed discussion of new accounting pronouncements and their impact on the Company. As indicated in Note 11, as allowed by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) the Bank elected to delay the adoption of ASU 2016-13, “Financial Instruments – Credit Losses,” until the earlier of the termination of the national emergency concerning COVID-19 or December 31, 2020.

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 gain (loss), net of tax, in the available for sale portfolio of $8.3 million in 2020 and ($0.4) million in 2019. 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.

(dollars in thousands)	Three months ended September 30, 2020									Three months ended September 30, 2019

Assets	Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/ Expense			Variance Balance Change			Variance Rate Change

Securities available for sale:
U. S. government sponsored enterprises	$	12,391			14			0.45	%	$	183,580		$	996			2.17	%	$	(982	)		(530	)		(452	)
Mortgage backed securities and collateralized mortgage obligations-residential		313,296			1,319			1.68	%		370,808			2,178			2.35	%		(859	)		(304	)		(555	)
State and political subdivisions		110			2			7.90	%		166			3			7.23	%		(1	)		(1	)		-
Corporate bonds		59,555			646			4.33	%		40,231			321			3.19	%		325			186			139
Small Business Administration-guaranteed participation securities		43,282			216			1.99	%		51,988			282			2.17	%		(66	)		(44	)		(22	)
Other		685			5			2.92	%		685			6			3.50	%		(1	)		-			(1	)

Total securities available for sale		429,319			2,202			2.05	%		647,458			3,786			2.34	%		(1,584	)		(693	)		(891	)

Federal funds sold and other short-term Investments		938,087			242			0.10	%		465,251			2,552			2.19	%		(2,310	)		8,831			(11,141	)

Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential		15,759			138			3.52	%		20,197			187			3.70	%		(49	)		(40	)		(9	)

Total held to maturity securities		15,759			138			3.52	%		20,197			187			3.70	%		(49	)		(40	)		(9	)

Federal Reserve Bank and Federal Home Loan Bank stock		5,506			77			5.59	%		9,183			81			3.53	%		(4	)		(156	)		152

Commercial loans		231,517			2,625			4.54	%		190,538			2,596			5.45	%		29			1,972			(1,943	)
Residential mortgage loans		3,702,680			36,020			3.89	%		3,465,102			35,743			4.13	%		277			9,129			(8,852	)
Home equity lines of credit		251,459			2,515			3.98	%		275,047			3,401			4.95	%		(886	)		(269	)		(617	)
Installment loans		9,632			170			7.02	%		9,967			183			7.34	%		(13	)		(6	)		(7	)

Loans, net of unearned income		4,195,288			41,330			3.94	%		3,940,654			41,923			4.26	%		(593	)		10,826			(11,419	)

Total interest earning assets		5,583,959			43,989			3.15	%		5,082,743			48,529			3.82	%		(4,540	)		18,768			(23,308	)

Allowance for loan losses		(48,483	)								(44,448	)
Cash & non-interest earning assets		201,018									188,528

Total assets	$	5,736,494									5,226,823

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	1,024,455			55			0.02	%	$	874,179		$	52			0.02	%		3			3			-
Money market accounts		682,319			637			0.37	%		567,554			1,177			0.83	%		(540	)		1,250			(1,790	)
Savings		1,222,956			161			0.05	%		1,126,935			323			0.11	%		(162	)		159			(321	)
Time deposits		1,355,244			4,749			1.39	%		1,457,510			7,974			2.19	%		(3,225	)		(522	)		(2,703	)

Total interest bearing deposits		4,284,974			5,602			0.52	%		4,026,178			9,526			0.95	%		(3,924	)		890			(4,814	)
Short-term borrowings		193,765			221			0.45	%		160,162			359			0.90	%		(138	)		384			(522	)

Total interest bearing liabilities		4,478,739			5,823			0.52	%		4,186,340			9,885			0.94	%		(4,062	)		1,274			(5,336	)

Demand deposits		622,313									438,789
Other liabilities		78,093									80,188
Shareholders' equity		557,349									521,506

Total liabilities and shareholders' equity	$	5,736,494								$	5,226,823

Net interest income , tax equivalent					38,166									38,644					$	(478	)		17,494			(17,972	)

Net interest spread								2.63	%								2.88	%

Net interest margin (net interest income to total interest earning assets)								2.73	%								3.04	%

Tax equivalent adjustment					(1	)								(1	)

Net interest income					38,165									38,643

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 gain (loss), net of tax, in the available for sale portfolio of ~~$8.2~~$7.2 million in 2020 and ($~~5.0)~~4.9) million in 2019. 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.

(dollars in thousands)	Three months ended June 30, 2020								Three months ended June 30, 2019																		Nine months ended September 30, 2020									Nine months ended September 30, 2019

	Average Balance			Interest		Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/			Variance Balance Change			Variance Rate Change
Assets																		Expense									Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/ Expense			Variance Balance Change			Variance Rate Change

Securities available for sale:
U. S. government sponsored enterprises	$	23,291			106		1.83	%	$	160,197			821			2.05	%	$	(715	)		(635	)		(80	)	$	42,573			541			1.69	%	$	166,119			2,600			2.09	%	$	(2,059	)		(1,641	)		(418	)
Mortgage backed securities and collateralized mortgage obligations-residential		333,122			1,527		1.83	%		342,678			2,152			2.51	%		(625	)		(58	)		(567	)		339,300			4,959			1.95	%		329,188			5,885			2.38	%		(926	)		277			(1,203	)
State and political subdivisions		110			2		7.90	%		168			4			9.52	%		(2	)		(1	)		(1	)		111			6			7.79	%		167			9			7.19	%		(3	)		(4	)		1
Corporate bonds		51,494			488		3.79	%		33,793			272			3.22	%		216			161			55			46,508			1,372			3.93	%		33,678			801			3.17	%		571			350			221
Small Business Administration-guaranteed participation securities		45,260			229		2.03	%		54,254			289			2.13	%		(60	)		(47	)		(13	)		45,313			690			2.03	%		54,414			868			2.13	%		(178	)		(139	)		(39	)
Other		685			5		2.92	%		686			5			2.92	%		-			-			-			685			16			3.11	%		685			16			3.11	%		-			-			-

Total securities available for sale		453,962			2,357		2.08	%		591,776			3,543			2.39	%		(1,186	)		(580	)		(606	)		474,490			7,584			2.13	%		584,251			10,179			2.32	%		(2,595	)		(1,157	)		(1,438	)

Federal funds sold and other short-term Investments		727,006			193		0.11	%		545,724			3,282			2.41	%		(3,089	)		5,684			(8,773	)		693,286			1,702			0.33	%		504,512			8,843			2.34	%		(7,141	)		3,991			(11,132	)

Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential		17,199			162		3.75	%		21,155			209			3.95	%		(47	)		(37	)		(10	)		17,029			475			3.72	%		21,123			613			3.87	%		(138	)		(115	)		(23	)

Total held to maturity securities		17,199			162		3.75	%		21,155			209			3.95	%		(47	)		(37	)		(10	)		17,029			475			3.72	%		21,123			613			3.87	%		(138	)		(115	)		(23	)

Federal Reserve Bank and Federal Home Loan Bank stock		9,332			192		8.23	%		9,173			199			8.68	%		(7	)		19			(26	)		7,998			351			5.85	%		9,104			365			5.35	%		(14	)		(59	)		45

Commercial loans		223,002			2,610		4.68	%		189,870			2,546			5.36	%		64			1,532			(1,468	)		217,573			7,778			4.77	%		191,370			7,725			5.38	%		53			1,310			(1,257	)
Residential mortgage loans		3,653,342			36,365		3.98	%		3,396,149			35,179			4.14	%		1,186			7,981			(6,795	)		3,652,766			108,845			3.97	%		3,412,411			105,786			4.13	%		3,059			8,916			(5,857	)
Home equity lines of credit		260,029			2,515		3.89	%		279,622			3,503			5.01	%		(988	)		(236	)		(752	)		258,956			7,898			4.07	%		280,248			10,441			4.97	%		(2,543	)		(754	)		(1,789	)
Installment loans		10,044			175		7.02	%		10,310			204			7.91	%		(29	)		(5	)		(24	)		10,129			537			7.08	%		10,718			656			8.16	%		(119	)		(35	)		(84	)

Loans, net of unearned income		4,146,417			41,665		4.02	%		3,875,951			41,432			4.28	%		233			9,272			(9,039	)		4,139,424			125,058			4.03	%		3,894,747			124,608			4.27	%		450			9,437			(8,987	)

Total interest earning assets		5,353,916			44,569		3.33	%		5,043,779			48,665			3.86	%		(4,096	)		14,358			(18,454	)		5,332,227			135,170			3.38	%		5,013,737			144,608			3.85	%		(9,438	)		12,097			(21,535	)

Allowance for loan losses		(46,832	)							(44,841	)																	(46,618	)								(44,744	)
Cash & non-interest earning assets		195,815								177,019																		196,835									180,568

Total assets	$	5,502,899							$	5,175,957																	$	5,482,444								$	5,149,561

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	953,299			26		0.01	%	$	879,732			94			0.04	%		(68	)		46			(114	)	$	949,909			97			0.01	%	$	878,106			267			0.04	%		(170	)		32			(202	)
Money market accounts		641,593			862		0.54	%		553,708			1,119			0.81	%		(257	)		882			(1,139	)		646,170			2,595			0.54	%		546,601			3,122			0.76	%		(527	)		733			(1,260	)
Savings		1,167,844			166		0.06	%		1,138,107			367			0.13	%		(201	)		64			(265	)		1,169,316			560			0.06	%		1,141,607			1,067			0.12	%		(507	)		28			(535	)
Time deposits		1,392,136			5,599		1.62	%		1,437,097			7,512			2.09	%		(1,913	)		(234	)		(1,679	)		1,372,369			16,739			1.63	%		1,416,306			21,462			2.02	%		(4,723	)		(653	)		(4,070	)

Total interest bearing deposits		4,154,872			6,653		0.64	%		4,008,644			9,092			0.91	%		(2,439	)		758			(3,197	)		4,137,764			19,991			0.65	%		3,982,620			25,918			0.87	%		(5,927	)		140			(6,067	)
Short-term borrowings		172,834			235		0.55	%		162,690			381			0.94	%		(146	)		147			(293	)		173,497			778			0.60	%		160,647			1,121			0.93	%		(343	)		132			(475	)

Total interest bearing liabilities		4,327,706			6,888		0.64	%		4,171,334			9,473			0.91	%		(2,585	)		905			(3,490	)		4,311,261			20,769			0.64	%		4,143,267			27,039			0.87	%		(6,270	)		272			(6,542	)

Demand deposits		548,178								418,215																		543,279									418,327
Other liabilities		75,603								79,056																		77,568									79,937
Shareholders' equity		551,412								507,352																		550,336									508,030

Total liabilities and shareholders' equity	$	5,502,899							$	5,175,957																	$	5,482,444								$	5,149,561

Net interest income , tax equivalent					37,681								39,192					$	(1,511	)		13,453			(14,964	)					114,401									117,569					$	(3,168	)		11,825			(14,993	)

Net interest spread							2.69	%								2.95	%																	2.74	%								2.98	%

Net interest margin (net interest income to total interest earning assets)							2.81	%								3.11	%																	2.86	%								3.13	%

Tax equivalent adjustment					-								(1	)																	(2	)								(3	)

Net interest income					37,681								39,191																		114,399									117,566

~~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 gain (loss), net of tax, in the available for sale portfolio of $6.6 million in 2020 and ($7.1) million in 2019. 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.

(dollars in thousands)
Six months ended
June 30, 2020

Six months ended
June 30, 2019

Average
Balance
Interest
Average
Rate

Average
Balance

Interest

Average
Rate

Change in
Interest
Income/

Variance
Balance
Change

Variance
Rate
Change

Assets Expense

Securities available for sale:
U. S. government sponsored enterprises $ 57,830 527 1.82 % $ 157,244 1,604 2.04 % $ (1,077 ) (920 ) (157 )
Mortgage backed securities and collateralized mortgage obligations-residential 352,445 3,640 2.07 % 308,034 3,707 2.41 % (67 ) 1,025 (1,092 )
State and political subdivisions 112 4 7.74 % 168 6 7.14 % (2 ) (3 ) 1
Corporate bonds 39,913 726 3.64 % 30,347 480 3.16 % 246 166 80
Small Business Administration-guaranteed participation securities 46,339 474 2.05 % 55,648 586 2.11 % (112 ) (96 ) (16 )
Other 685 11 3.21 % 685 10 2.92 % 1 - 1

Total securities available for sale 497,324 5,382 2.16 % 552,126 6,393 2.32 % (1,011 ) 172 (1,183 )

Federal funds sold and other short-term Investments 569,541 1,460 0.52 % 524,468 6,291 2.40 % (4,831 ) 1,472 (6,303 )

Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential 17,671 337 3.81 % 21,594 426 3.95 % (89 ) (74 ) (15 )

Total held to maturity securities 17,671 337 3.81 % 21,594 426 3.95 % (89 ) (74 ) (15 )

Federal Reserve Bank and Federal Home Loan Bank stock 9,258 274 5.92 % 9,064 284 6.27 % (10 ) 15 (25 )

Commercial loans 210,524 5,152 4.89 % 191,793 5,129 5.35 % 23 951 (928 )
Residential mortgage loans 3,627,535 72,826 4.02 % 3,385,628 70,043 4.14 % 2,783 7,760 (4,977 )
Home equity lines of credit 262,745 5,383 4.12 % 282,892 7,040 4.98 % (1,657 ) (484 ) (1,173 )
Installment loans 10,380 367 7.11 % 11,099 473 8.52 % (106 ) (30 ) (76 )

Loans, net of unearned income 4,111,184 83,728 4.08 % 3,871,412 82,685 4.27 % 1,043 8,198 (7,155 )

Total interest earning assets 5,204,978 91,181 3.51 % 4,978,664 96,079 3.86 % (4,898 ) 9,783 (14,681 )

Allowance for loan losses (45,676 ) (44,894 )
Cash & non-interest earning assets 194,718 176,518

Total assets $ 5,354,020 $ 5,110,288

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts $ 912,226 42 0.01 % $ 880,101 215 0.05 % (173 ) 23 (196 )
Money market accounts 627,897 1,958 0.63 % 535,950 1,945 0.73 % 13 603 (590 )
Savings 1,142,201 399 0.07 % 1,149,064 744 0.13 % (345 ) (4 ) (341 )
Time deposits 1,381,025 11,990 1.75 % 1,395,361 13,488 1.93 % (1,498 ) (149 ) (1,349 )

Total interest bearing deposits 4,063,349 14,389 0.71 % 3,960,476 16,392 0.83 % (2,003 ) 473 (2,476 )
Short-term borrowings 163,251 557 0.69 % 160,893 762 0.95 % (205 ) 32 (237 )

Total interest bearing liabilities 4,226,600 14,946 0.71 % 4,121,369 17,154 0.83 % (2,208 ) 505 (2,713 )

Demand deposits 503,327 407,926
Other liabilities 77,303 79,814
Shareholders' equity 546,790 501,179

Total liabilities and shareholders' equity $ 5,354,020 $ 5,110,288

Net interest income , tax equivalent 76,235 78,925 $ (2,690 ) 9,278 (11,968 )

Net interest spread 2.80 % 3.03 %

Net interest margin (net interest income to total interest earning assets) 2.93 % 3.17 %

Tax equivalent adjustment (1 ) (2 )

Net interest income 76,234 78,923

Index

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

As detailed in the Annual Report to Shareholders as of December 31, 2019, 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~~three‑month and ~~six-month~~ nine‑month periods ended ~~June~~September 30, 2020 and 2019, 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 ~~second~~third quarter of 2020, the Company had an average balance of Federal Funds sold and other ~~short-term~~short‑term investments of ~~$727.0~~$938.1 million compared to ~~$545.7million~~$465.3 million in the ~~second~~third quarter of 2019. As investment opportunities present themselves, management plans to invest funds from the Federal Funds sold and other ~~short-term~~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.

Market disruptions brought about by the COVID-19 pandemic may adversely affect our sensitivity to market interest rates. We could experience an increase in the cost of funding on our balance sheet. We could also experience increased pricing competition for our existing loans or future borrower prospects, which could decrease rates earned on our earning assets.

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)~~13a‑15(e) and ~~15d-15(e)~~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~~cost‑benefit relationship of possible controls and procedures. Further, no evaluation of a ~~cost-effective~~cost‑effective system of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

6766

Index

There have been no changes in internal control over financial reporting (as defined in Rule ~~13a-15(f)~~13a‑15(f) and ~~15d-15(f)~~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.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or in response to Item 1A to Part II of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

~~The~~On June 7, 2019, the Company announced that its board of directors approved a stock repurchase program under which the Company was authorized to repurchase over the following ~~table provides certain information with respect~~twelve months up to ~~the Company’s purchases~~1,000,000 shares of Company common stock, or approximately 1% of its ~~common shares~~outstanding shares. The Company commenced repurchases under the program during the ~~three months~~quarter ended March 31, 2020. On April 16, 2020, the Company announced that it had chosen to suspend the repurchase program and on June ~~30, 2020:~~6, 2020 the program expired.

~~Period~~	~~Total~~ ~~numbers~~ ~~of shares~~ ~~purchased~~	~~Average price paid~~ ~~per share~~	~~Total number of~~ ~~shares purchased as~~ ~~part of publicly~~ ~~announced plans or~~ ~~programs~~	~~Maximum number~~ ~~of shares that may~~ ~~yet be purchased~~ ~~under the plans or~~ ~~programs (1)~~
~~April 1, 2020 through April 30, 2020~~	-	~~N/A~~	-	-
~~May 1, 2020 through May 31, 2020~~	-	~~N/A~~	-	-
~~June 1, 2020 through June 30, 2020~~	-	~~N/A~~	-	-
~~Total~~	-	~~N/A~~	-	~~511,000~~

~~(1)~~

On June 7, 2019, the Company announced that its board of directors approved a stock repurchase program under which the Company was authorized to repurchase over the following twelve months up to 1,000,000 shares of Company common stock, or approximately 1% of its outstanding shares. The Company commenced repurchases under the program during the quarter ended March 31, 2020. On April 16, 2020, the Company announced that it had chosen to suspend the repurchase program.

~~Index~~

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety

None.

Item 5.

Other Information

None.

~~Item 6.~~

~~Exhibit~~

6967

Index

~~Reg S-K (Item 601)~~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)~~13a‑15(e)/~~15d-15(e)~~15d‑15(e) Certification of Robert J. McCormick, principal executive officer.

31(b)	Rule ~~13a-15(e)~~13a‑15(e)/~~15d-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

7068

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/~~ /s/ Robert J. McCormick
	Robert J. McCormick
	Chairman, President and Chief Executive Officer

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

Date: ~~August~~November 6, 2020

(dollars in thousands)	As of June 30, 2020					As of December 31, 2019
	Amount		Percent of Loans to Total Loans			Amount		Percent of Loans to Total Loans
Commercial	$	4,167		5.12	%	$	3,805		4.47	%
Real estate - construction		314		0.65	%		311		0.70	%
Real estate mortgage - 1 to 4 family		39,349		87.90	%		35,632		87.96	%
Home equity lines of credit		3,810		6.09	%		3,999		6.60	%
Installment Loans		504		0.24	%		570		0.27	%
	$	48,144		100.00	%	$	44,317		100.00	%

(dollars in thousands)	Six months ended June 30, 2020									Six months ended June 30, 2019

	Average Balance			Interest			Average Rate			Average Balance			Interest			Average Rate			Change in Interest Income/			Variance Balance Change			Variance Rate Change
Assets																			Expense

Securities available for sale:
U. S. government sponsored enterprises	$	57,830			527			1.82	%	$	157,244			1,604			2.04	%	$	(1,077	)		(920	)		(157	)
Mortgage backed securities and collateralized mortgage obligations-residential		352,445			3,640			2.07	%		308,034			3,707			2.41	%		(67	)		1,025			(1,092	)
State and political subdivisions		112			4			7.74	%		168			6			7.14	%		(2	)		(3	)		1
Corporate bonds		39,913			726			3.64	%		30,347			480			3.16	%		246			166			80
Small Business Administration-guaranteed participation securities		46,339			474			2.05	%		55,648			586			2.11	%		(112	)		(96	)		(16	)
Other		685			11			3.21	%		685			10			2.92	%		1			-			1

Total securities available for sale		497,324			5,382			2.16	%		552,126			6,393			2.32	%		(1,011	)		172			(1,183	)

Federal funds sold and other short-term Investments		569,541			1,460			0.52	%		524,468			6,291			2.40	%		(4,831	)		1,472			(6,303	)

Held to maturity securities:
Mortgage backed securities and collateralized mortgage obligations-residential		17,671			337			3.81	%		21,594			426			3.95	%		(89	)		(74	)		(15	)

Total held to maturity securities		17,671			337			3.81	%		21,594			426			3.95	%		(89	)		(74	)		(15	)

Federal Reserve Bank and Federal Home Loan Bank stock		9,258			274			5.92	%		9,064			284			6.27	%		(10	)		15			(25	)

Commercial loans		210,524			5,152			4.89	%		191,793			5,129			5.35	%		23			951			(928	)
Residential mortgage loans		3,627,535			72,826			4.02	%		3,385,628			70,043			4.14	%		2,783			7,760			(4,977	)
Home equity lines of credit		262,745			5,383			4.12	%		282,892			7,040			4.98	%		(1,657	)		(484	)		(1,173	)
Installment loans		10,380			367			7.11	%		11,099			473			8.52	%		(106	)		(30	)		(76	)

Loans, net of unearned income		4,111,184			83,728			4.08	%		3,871,412			82,685			4.27	%		1,043			8,198			(7,155	)

Total interest earning assets		5,204,978			91,181			3.51	%		4,978,664			96,079			3.86	%		(4,898	)		9,783			(14,681	)

Allowance for loan losses		(45,676	)								(44,894	)
Cash & non-interest earning assets		194,718									176,518

Total assets	$	5,354,020								$	5,110,288

Liabilities and shareholders' equity

Deposits:
Interest bearing checking accounts	$	912,226			42			0.01	%	$	880,101			215			0.05	%		(173	)		23			(196	)
Money market accounts		627,897			1,958			0.63	%		535,950			1,945			0.73	%		13			603			(590	)
Savings		1,142,201			399			0.07	%		1,149,064			744			0.13	%		(345	)		(4	)		(341	)
Time deposits		1,381,025			11,990			1.75	%		1,395,361			13,488			1.93	%		(1,498	)		(149	)		(1,349	)

Total interest bearing deposits		4,063,349			14,389			0.71	%		3,960,476			16,392			0.83	%		(2,003	)		473			(2,476	)
Short-term borrowings		163,251			557			0.69	%		160,893			762			0.95	%		(205	)		32			(237	)

Total interest bearing liabilities		4,226,600			14,946			0.71	%		4,121,369			17,154			0.83	%		(2,208	)		505			(2,713	)

Demand deposits		503,327									407,926
Other liabilities		77,303									79,814
Shareholders' equity		546,790									501,179

Total liabilities and shareholders' equity	$	5,354,020								$	5,110,288

Net interest income , tax equivalent					76,235									78,925					$	(2,690	)		9,278			(11,968	)

Net interest spread								2.80	%								3.03	%

Net interest margin (net interest income to total interest earning assets)								2.93	%								3.17	%

Tax equivalent adjustment					(1	)								(2	)

Net interest income					76,234									78,923