----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------------------------------------------------------------- Date of Report (Date of earliest event reported): January 17, 2006 (January 17, 2006) ----------------------------------------------------------------------------- TrustCo Bank Corp NY (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation) 0-10592 14-1630287 ----------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) ----------------------------------------------------------------------------- 5 Sarnowski Drive, Glenville, New York 12302 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 ----------------------------------------------------------------------------- TrustCo Bank Corp NY Item 2.02 Results of Operations and Financial Condition --------- --------------------------------------------- On January 17, 2006, TrustCo Bank Corp NY ("TrustCo") issued a press release with fourth quarter and year to date results for the period ending December 31, 2005. Attached is a copy of the press release labeled as Exhibit 99(a). Item 9.01 Financial Statements and Exhibits --------- --------------------------------- (c) Exhibits Reg S-K Exhibit No. Description ------------------- ----------- 99(a) Press Release dated January 17, 2006, for the period ending December 31, 2005, regarding fourth quarter and year to date results. 2 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. Dated: January 17, 2006 TrustCo Bank Corp NY (Registrant) By: /s/ Robert T. Cushing ---------------------------- Robert T. Cushing Executive Vice President and Chief Financial Officer 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page ------------------ ------------------------------- ---------- 99(a) Press Release dated January 17, 5-11 2006, for the period ending December 31, 2005, regarding fourth quarter and year to date results. 4 TRUSTCO Exhibit 99(a) Bank Corp NY News Release ---------------------------------------------------------------------------- 5 Sarnowski Drive, Glenville, New York 12302 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ - TRST Contact: Robert Leonard Administrative Vice President (518) 381-3693 FOR IMMEDIATE RELEASE: TRUSTCO ANNOUNCES RECORD 2005 RESULTS Glenville, New York - January 17, 2006 - TrustCo Bank Corp NY (TrustCo, Nasdaq: TRST) today announced record results for 2005. Net income for 2005 was $59.0 million, an increase of 4.3% over net income of $56.5 million for 2004. Diluted earnings per share were $0.782 for 2005 an increase of 3.9% compared to $0.753 diluted earnings per share in 2004. Return on average equity and return on average assets were 26.07% and 2.07% respectively for 2005 and 26.65% and 2.00% respectively for 2004. In 2005 TrustCo showed solid growth in its loan portfolio. As of December 31, 2005 loans grew by $230.7 million or 18.6% compared to December 31, 2004. Robert J. McCormick, President and Chief Executive Officer commented, "I am extremely pleased by the significant growth we achieved in our loan portfolio during 2005. The customers in our new markets are discovering that Trustco Bank provides some of the most competitive products and rates in the industry. Our easy to understand products combined with customer service, which is second to none, sets the stage for continued growth into 2006." The expansion of our branch network continues. We recently opened our Tuskawilla and Maitland offices in Florida. This brings the total of our Florida offices to eleven with a number of openings planned for the first quarter of 2006. Our Highland, NY branch also opened in the fourth quarter of 2005, our first office in Ulster County. - More - 5 TrustCo Bank Corp NY is a $2.9 billion holding company and through its subsidiary, Trustco Bank, operates 79 offices in New York, New Jersey, Vermont, and Florida. In addition, the Bank operates a full service Trust Department. The common shares of TrustCo are traded on the Nasdaq National Market tier of the Nasdaq Stock Market under the symbol TRST. Except for the historical information contained herein, the matters discussed in this news release and other information contained in TrustCo's Securities and Exchange Commission filings may express "forward-looking statements." Those "forward-looking statements" may involve risk and uncertainties, including statements concerning future events or performance and assumptions and other statements that are other than statements of historical facts. TrustCo wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Readers are advised that various risk factors, including, but not limited to: (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, and (5) changes in general business and economic trends, could cause the actual results or circumstances for future periods to differ materially from those anticipated or projected in the forward-looking statements. # # # 6 TRUSTCO BANK CORP NY GLENVILLE, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 12/31/05 09/30/05 12/31/04 Summary of operations Net interest income (TE) $ 26,791 27,710 26,283 Provision (credit) for loan losses (1,500) (1,680) - Net securities transactions 316 776 1,318 Noninterest income 5,191 6,326 4,561 Noninterest expense 13,156 11,481 12,475 Net income 13,378 15,719 12,823 Per common share Net income per share: - Basic $ 0.179 0.210 0.172 - Diluted 0.178 0.208 0.171 Cash dividends 0.160 0.150 0.150 Tangible Book value at period end 3.05 3.07 3.02 Market price at period end 12.42 12.53 13.79 At period end Full time equivalent employees 512 504 511 Full service banking offices 79 77 74 Performance ratios Return on average assets 1.86% 2.20 1.79 Return on average equity (1) 23.57 27.38 22.73 Efficiency (2) 40.75 36.23 41.25 Net interest spread (TE) 3.50 3.73 3.59 Net interest margin (TE) 3.85 4.03 3.83 Dividend payout ratio 89.39 71.43 87.30 Capital ratios at period end (3) Total equity to assets 8.04% 8.17 7.74 Tier 1 risk adjusted capital 16.58 16.92 17.09 Total risk adjusted capital 17.85 18.19 18.37 Asset quality analysis at period end Nonperforming loans to total loans 0.22% 0.21 0.26 Nonperforming assets to total assets 0.11 0.10 0.11 Allowance for loan losses to total loans 3.09 3.34 3.98 Coverage ratio (4) 14.1X 16.1 15.6 (1) Average equity excludes the effect of the market value adjustment for securities available for sale. (2) Calculated as noninterest expense (excluding ORE income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions and one-time income items). (3) Capital ratios exclude the effect of the market value adjustment for securities available for sale. (4) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. 7 FINANCIAL HIGHLIGHTS, Continued Twelve Months Ended 12/31/05 12/31/04 Summary of operations Net interest income (TE) $ 107,948 105,024 Provision (credit) for loan losses (6,260) 450 Net securities transactions 5,999 13,712 Noninterest income 21,648 18,253 Noninterest expense 48,590 48,165 Net income 58,989 56,540 Per common share Net income per share: - Basic $ 0.787 0.761 - Diluted 0.782 0.753 Cash dividends 0.610 0.600 Tangible Book value at period end 3.05 3.02 Market price at period end 12.42 13.79 Performance ratios Return on average assets 2.07% 2.00 Return on average equity (1) 26.07 26.65 Efficiency (2) 38.29 38.78 Net interest spread (TE) 3.61 3.63 Net interest margin (TE) 3.90 3.85 Dividend payout ratio 77.46 78.83 (1) Average equity excludes the effect of the market value adjustment for securities available for sale. (2) Calculated as noninterest expense (excluding ORE income/expense, specialized consulting and any one-time charges) divided by taxable equivalent net interest income plus noninterest income (excluding net securities transactions and one-time income items). TE = Taxable equivalent. 8 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) 12/31/05 12/31/04 ASSETS Loans, net $ 1,425,342 1,190,681 Securities available for sale 1,084,076 895,989 Federal funds sold and other short-term investments 257,196 642,208 ------------------- ------------------ Total earning assets 2,766,614 2,728,878 Cash and due from banks 55,667 54,222 Bank premises and equipment 21,734 22,479 Other assets 68,744 58,255 ------------------- ------------------ Total assets $ 2,912,759 2,863,834 =================== ================== LIABILITIES Deposits: Demand $ 251,012 237,423 Interest-bearing checking 309,668 336,538 Savings 725,336 820,593 Money market 190,560 155,299 Certificates of deposit (in denominations of $100,000 or more) 225,611 178,021 Other time deposits 860,300 799,228 ------------------- ------------------ Total deposits 2,562,487 2,527,102 Short-term borrowings 87,935 77,979 Long-term debt 87 114 Other liabilities 33,589 32,807 ------------------- ------------------ Total liabilities 2,684,098 2,638,002 SHAREHOLDERS' EQUITY 228,661 225,832 ------------------- ------------------ Total liabilities and shareholders' equity $ 2,912,759 2,863,834 =================== ================== Number of common shares outstanding, in thousands 74,775 74,540 9 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 12/31/05 09/30/05 12/31/04 Interest income Loans $ 23,441 22,225 19,340 Investments 13,909 13,689 13,504 Federal funds sold and other short term investments 2,490 2,519 2,476 ------------------- ------------------ ------------------- Total interest income 39,840 38,433 35,320 Interest expense Deposits 13,146 10,963 9,834 Borrowings 677 538 340 ------------------- ------------------ ------------------- Total interest expense 13,823 11,501 10,174 ------------------- ------------------ ------------------- Net interest income 26,017 26,932 25,146 Provision (credit) for loan losses (1,500) (1,680) - ------------------- ------------------ ------------------- Net interest income after provision for loan losses 27,517 28,612 25,146 Net securities transactions 316 776 1,318 Noninterest income 5,191 6,326 4,561 Noninterest expense 13,156 11,481 12,475 ------------------- ------------------ ------------------- Income before income taxes 19,868 24,233 18,550 Income tax expense 6,490 8,514 5,727 ------------------- ------------------ ------------------- Net income $ 13,378 15,719 12,823 =================== ================== =================== Net income per share: - Basic $ 0.179 0.210 0.172 - Diluted $ 0.178 0.208 0.171 Avg equivalent shares outstanding, in thousands: - Basic 74,841 74,931 74,385 - Diluted 75,287 75,440 75,172 10 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Twelve Months Ended 12/31/05 12/31/04 Interest income Loans $ 86,636 75,194 Investments 51,529 56,917 Federal funds sold and other short term investments 12,009 6,675 ------------------- ------------------ Total interest income 150,174 138,786 Interest expense Deposits 43,626 37,777 Borrowings 2,031 980 ------------------- ------------------ Total interest expense 45,657 38,757 Net interest income 104,517 100,029 Provision (credit) for loan losses (6,260) 450 ------------------- ------------------ Net interest income after provision for loan losses 110,777 99,579 Net securities transactions 5,999 13,712 Noninterest income 21,648 18,253 Noninterest expense 48,590 48,165 ------------------- ------------------ Income before income taxes 89,834 83,379 Income tax expense 30,845 26,839 ------------------- ------------------ Net income $ 58,989 56,540 =================== ================== Net income per share: - Basic $ 0.787 0.761 - Diluted $ 0.782 0.753 Avg equivalent shares outstanding, in thousands: - Basic 74,928 74,278 - Diluted 75,397 75,081 11